Hari Avula
Sprouts Farmers MarketAbout Hari K. Avula
Independent director of Sprouts Farmers Market, age 59, serving since 2022; currently Audit Committee Chair (effective FY2025) and member of the Risk Committee . Background includes senior finance and transformation roles at Clif Bar, Walgreens Boots Alliance, and PepsiCo/Frito-Lay, with board experience at Believer Meats and Guayakí Yerba Mate . The board has determined he is independent, and designated him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clif Bar & Company | Chief Financial and Strategic Officer | May 2021 – Feb 2023 | Led finance and enterprise strategy through period prior to acquisition by Mondelēz International |
| Walgreens Boots Alliance (Retail Pharmacy USA) | CFO, Retail Pharmacy USA | 2017 – 2020 | Oversight of US retail pharmacy finance |
| Walgreens Boots Alliance (Global Transformation/Digital/IT) | CFO, Global Business Transformation & Digital/IT | 2020 – 2021 | Finance lead for transformation and technology initiatives |
| PepsiCo / Frito-Lay North America | CFO, Frito-Lay North America | 2015 – 2017 | Culmination of 22+ years in financial/strategic roles at PepsiCo |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Believer Meats | Director | Since Aug 2023 | Board role at alternative protein company |
| Guayakí Yerba Mate | Director | Since Sep 2024 | Board role; Sprouts purchased $6.5M of products from Guayakí in 2024; Avula had no direct/indirect interest in those transactions |
| AllianceRx Walgreens Prime | Board representative (Walgreens) | Apr 2018 – Dec 2019 | Private entity board representation while at Walgreens |
| BrightSprings Health Services | Board representative (Walgreens) | Mar 2018 – Dec 2020 | Private entity board representation while at Walgreens |
Board Governance
- Committee assignments: Audit (Chair effective at beginning of fiscal 2025), Risk (member) .
- Independence: Board deems all directors except CEO independent; Avula is independent .
- Financial expertise: Board designated Avula an “audit committee financial expert” .
- Attendance: Board met six times in FY2024; each director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met four times in FY2024; Risk Committee met four times .
- Board structure: Classified into three classes; proposal approved by the board to declassify in phases with full annual elections by 2028 (subject to shareholder approval) .
Fixed Compensation
| Component | FY2024 Amount | Details |
|---|---|---|
| Annual cash fees | $95,000 | Comprised of $75,000 base retainer + $10,000 per committee assignment (two committees in 2024; not a chair) |
| Equity (RSUs) | $158,807 grant-date fair value | Annual independent director RSU grant; vests on one-year anniversary |
| Total | $253,807 | Sum of cash and stock awards |
| FY2025 program changes | Retainer increased to $90,000; equity increased to $170,000; Chair fees unchanged by type (Audit Chair: $25,000) | Effective beginning in 2025 |
- 2024 RSU grant specifics (Avula): Grant date March 19, 2024; 2,597 RSUs; one-year cliff vest; market value of unvested RSUs as of 12/27/2024 closing price ($128.50) was $333,715 .
Performance Compensation
Directors do not receive performance-based incentives; equity grants are time-based RSUs. No PSU/option performance metrics apply to directors .
| Equity Award Type | Grant Date | Number of Shares | Vesting |
|---|---|---|---|
| RSUs | Mar 19, 2024 | 2,597 | Cliff vest on first anniversary of grant |
Other Directorships & Interlocks
| Company | Relationship to SFM | Nature of Interlock | FY2024 Transaction | Notes |
|---|---|---|---|---|
| Guayakí Yerba Mate | Supplier | Avula sits on board | $6.5M purchases | Audit Committee reviews related-party transactions; company policy requires pre-approval; disclosure states Avula had no direct/indirect interest |
| Believer Meats | None disclosed | Avula sits on board | Not disclosed | No SFM transactions disclosed |
RED FLAG: Supplier interlock (Guayakí) indicates potential perceived conflict, mitigated by disclosure that Avula had no direct/indirect interest and by audit committee pre-approval policy .
Expertise & Qualifications
- Over 20 years in senior finance leadership, including CFO roles at multinational companies (Clif Bar, Walgreens, Frito-Lay North America) .
- Extensive enterprise strategy and transformation leadership across retail, healthcare services, and consumer goods .
- Recognized audit committee financial expertise; suited for chairing audit oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Hari K. Avula | 10,554 shares | <1% | Beneficial ownership as of March 24, 2025; excludes unvested RSUs |
| Unvested RSUs (director awards) | 2,597 units | — | Vests 1-year post grant; market value $333,715 based on $128.50 close 12/27/2024 |
- Director stock ownership guideline: Directors expected over five years to beneficially own shares valued at least 5x annual cash retainer; includes outright shares, unvested RSUs, in-the-money options; excludes unvested options .
Governance Assessment
- Audit Committee Chair and designated financial expert strengthens financial reporting oversight; committee met quarterly in FY2024 .
- Independence affirmed; attendance at or above minimum thresholds; regular executive sessions support board effectiveness .
- Supplier board interlock (Guayakí) could be perceived as conflict risk; mitigated by no personal interest and formal related-party transaction policy under audit committee oversight .
- Director compensation mix balanced (cash retainer + time-based RSUs), with 2025 increases aligning with peer medians; equity grants promote ownership alignment; optional cash-to-RSU election available to directors .
- Broader governance signal: phased board declassification proposed, moving toward annual director elections by 2028—typically positive for accountability and investor confidence .
Overall: Avula’s finance/transformation background and audit chair role are positives for control and reporting quality; maintain monitoring of supplier interlocks and ensure continued robust audit committee oversight of related-party transactions and ESG/cyber risk considerations via the risk committee .