Dustin Hamilton
About Dustin Hamilton
Dustin Hamilton is Chief Stores Officer at Sprouts Farmers Market, appointed in November 2023; he is 42 years old and holds a B.S. in communication management from DeVry University . He previously served as Sprouts’ Regional Vice President for California (Aug 2021–Nov 2023) and held retail leadership roles at Bridgestone and Target, culminating as Group Vice President at Target (May 2013–Oct 2016) . During fiscal 2024, Sprouts delivered net sales of $7.7B (+13% YoY), comparable store sales growth of 7.6%, EBIT of $504.5M, and net income of $380.6M; the company’s four-year cumulative TSR translated a hypothetical $100 investment into $658.64 vs $241.39 for its peer index, underscoring strong operational execution and shareholder value creation relevant to store operations leadership . Sprouts’ executive compensation program ties pay to performance with annual bonuses linked to Plan EBIT and comparable store sales and three-year performance shares tied to Plan EBIT, aligning incentives to profitability and traffic/comps that are central to Hamilton’s domain .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sprouts Farmers Market | Regional Vice President, California | Aug 2021–Nov 2023 | Retail operations leadership in California region; progression to Chief Stores Officer reflects increasing responsibility in retail management |
| Bridgestone Corporation | Division Vice President of Retail | Nov 2016–Aug 2021 | Retail leadership experience across a large multi-location footprint |
| Target Corporation | Group Vice President (culminating role) | May 2013–Oct 2016 | Positions of increasing responsibility in retail management culminating in senior leadership |
| Target Corporation | Various retail management roles | Jun 2005–May 2013 | Progressive merchandising/operations leadership trajectory |
External Roles
No external public-company board roles or committee positions were disclosed for Hamilton in the proxy statement .
Fixed Compensation
Sprouts’ executive pay framework (applies to NEOs and, in design terms, generally informs other executive officers):
- Base salary targeted near the market 50th percentile for comparable roles .
- Benefits/perquisites: executives participate in broad-based health, welfare, retirement programs (401k), with limited perquisites primarily in company-paid health and life insurance premiums .
- Note: Hamilton is not listed as a named executive officer (NEO) for fiscal 2024; individual base salary, bonus, and equity grant values for him are not disclosed in the proxy .
Performance Compensation
Program structure and 2024 outcomes (company-level metrics used for annual incentives and long-term performance shares; NEOs earned payouts on these metrics):
| Metric | Weighting | Threshold | Target | Maximum | 2024 Result | Payout |
|---|---|---|---|---|---|---|
| Plan EBIT | 75% | $398.7M | $419.7M | $503.6M | $504.5M | 300% |
| Comparable Store Sales Growth | 25% | 0.8% | 3.4% | 8.6% | 7.6% | 264% |
| Weighted Annual Bonus Payout (NEOs) | — | — | — | — | — | 291% of Target |
Additional long-term incentives:
- Performance Shares: 50% of annual LTI grant value; earned over three years based on Plan EBIT; 2022 grant paid out at 148% based on performance; 2024 grants remain subject to the three-year target .
- RSUs: 25% of annual LTI grant value; time-vesting over three years .
- Stock Options: 25% of annual LTI grant value; time-vesting over three years .
Vesting cadence and practices:
- Standard vesting: PS (100% after year three); RSUs and options vest one-third per year over three years for NEOs .
- 2025 awards: pro rata accelerated vesting upon retirement if age + years of service ≥ 68, age ≥ 55, and ≥ 3 years of service .
Equity Ownership & Alignment
- Stock ownership guidelines (updated 2024): CEO = 5x salary; President/COO and CFO = 3x salary; other executive officers = 1x salary. Counting includes outright owned shares, unvested RSUs, in-the-money portion of vested options, and spousal/dependent holdings; excludes PSUs and unvested options. As of FY2024 year-end, NEOs met guidelines or were within five years of appointment; status for other executive officers is based on the five-year compliance window .
- Hedging/pledging policy: Hedging or pledging of Sprouts shares by directors, officers, or team members is prohibited without approval from the Chief Legal Officer; insider trading restrictions apply to material non-public information .
- Clawback policy: Adopted November 2023 per SEC Rule 10D-1 and Nasdaq standards; recovers erroneously awarded incentive-based compensation in event of material restatement, regardless of fraud/misconduct .
- Equity grant timing/controls: Grants approved by the compensation committee; generally made at the first committee meeting of the fiscal year and when trading windows are open; blackout around periodic filings; standard vesting schedules as above .
Note: Individual beneficial ownership (total shares, pledged shares, options/RSUs by vest status) for Hamilton is not disclosed in the proxy; the “Security Ownership” tables cover directors and NEOs, and Hamilton is not an NEO .
Employment Terms
- Role/appointment: Chief Stores Officer since November 2023; executive officers serve at the discretion of the board until a successor is elected/qualified or earlier resignation/removal .
- Executive Severance & Change-in-Control Plan (amended in 2018 and 2020): Applies to senior executive officers designated by the compensation committee (includes NEOs; others per designation); non-CEO participants are eligible for one year of base-salary continuation and one year COBRA reimbursement for involuntary termination outside of change-in-control (plus plan-defined proration/annual bonus for CEO only), and for two years of base salary continuation, two years COBRA, and target bonus upon qualifying termination within 24 months following a change in control (CEO receives three years equivalents and a different bonus construct) .
- Equity treatment on CIC/death/disability: Double-trigger vesting upon CIC if awards are not assumed or upon termination without cause/for good reason within 24 months; full vesting for options/RSUs on death/disability; pro-rated performance shares based on period of employment and target/actual expected performance or certified actuals, per award agreements .
Investment Implications
- Pay-for-performance alignment: Executive bonus metrics directly tied to profitability (Plan EBIT, 75% weight) and comps growth (25%), with a 2024 payout of 291% on strong execution—consistent with Hamilton’s mandate over store operations and traffic/comps; long-term PSUs tied to three-year Plan EBIT enhance multi-year alignment .
- Retention risk mitigants: Robust stock ownership guidelines (1x salary for other executive officers), clawback policy, and controlled grant practices support alignment and reduce governance risk; hedging/pledging constraints further limit misalignment .
- Change-in-control economics: Double-trigger equity vesting and two-year severance/target bonus for non-CEO plan participants can create event-driven value/retention considerations; equity acceleration on death/disability is fully specified, reducing uncertainty in downside scenarios .
- Performance backdrop: 2024 results (net sales +13%, comps +7.6%, EBIT $504.5M, net income $380.6M) and four-year TSR outperformance vs peer index highlight strong store productivity and execution, which are core to Hamilton’s scope; however, individual compensation and ownership details are not disclosed, limiting granular pay-for-performance and insider-selling analysis for him specifically .