Jack Sinclair
Sprouts Farmers MarketAbout Jack Sinclair
Jack L. Sinclair is 64, serves as Chief Executive Officer since June 2019 and as a director since 2019, with over 30 years of grocery and retail leadership across Walmart, Safeway PLC, and 99 Cents Only Stores . Under his tenure, Sprouts delivered 2024 net sales of $7.7B (+13% YoY), comparable store sales growth of 7.6%, EBIT of $504.5M, net income of $380.6M, and diluted EPS of $3.75; cash from operations was $645.2M and 33 new stores were opened . Shareholder value creation has been strong: a $100 initial investment grew to $658.64 by year-end 2024 vs $241.39 for the peer index; pay-versus-performance tables further tie compensation to Plan EBIT ($504.5M) and TSR outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 99 Cents Only Stores LLC | Chief Executive Officer | 2018–2019 | Led a discount retail turnaround; previously the firm’s Chief Merchandising Officer aligning value retail assortments . |
| 99 Cents Only Stores LLC | Chief Merchandising Officer | 2015–2018 | Drove merchandising and sourcing strategy for a premier discount chain . |
| Walmart U.S. Grocery Division | EVP, U.S. Grocery | 2007–2015 | Led all aspects of Walmart’s U.S. grocery across 4,000+ stores, scaling operations and merchandising . |
| Safeway PLC (UK) | Senior Management roles across Ops/Merch/Marketing | 1990–2004 | Oversaw operations, merchandising and marketing for 450+ UK locations, building multi-format execution capabilities . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FMI – The Food Industry Association | Board Member | 2020–present | Industry network and policy influence for grocery ecosystem . |
| Federal Reserve Bank of San Francisco | Head Office Board Member | 2025–present | Macro, risk oversight perspective; previously LA branch board (2021–2024) . |
| The Hain Celestial Group | Director | 2017–2019 | Exposure to natural/organic CPG innovation and governance . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,145,693 | $1,191,347 | $1,237,846 |
| Target Bonus % of Base | — | — | 150% (CEO Target Bonus) |
| Actual Annual Bonus Paid (Non-Equity Incentive) ($) | $1,593,945 | $2,010,397 | $5,403,199 |
| All Other Compensation ($) | $16,181 | $23,241 | $16,213 |
Notes:
- 2024 Target Bonus opportunity: 150% of base; max Total Bonus opportunity 450% of base .
- All Other Compensation includes insurance premiums, HSA contributions, limited aircraft perquisite, and 401(k) matches as disclosed .
Performance Compensation
Annual Incentive Plan Design and 2024 Outcomes
| Metric | Weighting | Threshold | Target | Max | Actual 2024 | Payout factor |
|---|---|---|---|---|---|---|
| Plan EBIT | 75% | $398.7M | $419.7M | $503.6M | $504.5M | 300% |
| Comparable Store Sales | 25% | 0.8% | 3.4% | 8.6% | 7.6% | 264% |
| Weighted payout | — | — | — | — | — | 291% of Target Bonus |
Key features:
- No payout unless thresholds (95% of Plan EBIT or 97.5% of comp store sales) are exceeded .
- CEO Target Bonus 150% and max 450% of base; payouts interpolated; committee applied no adjustments to EBIT for 2024 .
Long-Term Incentive Structure (granted March 19, 2024)
| Award type | Weight | Grant specifics | Vesting / Performance |
|---|---|---|---|
| Performance Shares | 50% | Target 45,584 shares (Sinclair) | Earned based on FY 2026 Plan EBIT; threshold at 90% of target, up to 200% of target at 115% Plan EBIT; cliff vest on 3rd anniversary if earned (Mar 19, 2027) . |
| RSUs | 25% | 22,792 RSUs (Sinclair) | Time-vest 1/3 annually on each grant anniversary (Mar 19, 2025, 2026, 2027) . |
| Stock Options | 25% | 59,754 options @ $61.15 exercise price, 7-year term (exp. Mar 19, 2031) | Time-vest 1/3 annually on each grant anniversary; Black-Scholes valuation at grant . |
Prior cycle performance shares:
- 2022 performance shares earned at 148% based on FY 2024 Plan EBIT and vested March 15, 2025 (cliff) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares beneficially owned | % of outstanding | Composition detail |
|---|---|---|---|
| Jack Sinclair | 620,947 | <1% | 153,657 common shares; 467,290 options exercisable within 60 days . |
- Shares outstanding: 98,177,776 as of record date .
- Executive ownership guidelines require CEO to hold stock equal to 5x base salary; NEOs met guidelines or were within five years of appointment by FY2024 year-end .
- Insider Trading Policy prohibits hedging or pledging without approval of the Chief Legal Officer; trades restricted when in possession of MNPI .
Outstanding Awards at FY 2024 Year-End (selected for Sinclair)
| Grant | Type | Status/quantity | Market value |
|---|---|---|---|
| Mar 19, 2024 | Options (unexercisable) | 59,754 @ $61.15 exp. 2031 | — |
| Mar 19, 2024 | RSUs (unvested) | 22,792 | $2,928,772 (at $128.50) |
| Mar 19, 2024 | Performance Shares (target) | 45,584 | $5,857,544 (at $128.50) |
| Mar 14, 2023 | Performance Shares (target) | 69,337 | $8,909,805 (at $128.50) |
| Mar 15, 2022 | Performance Shares (target) | 66,617 | $8,560,285 (at $128.50) |
Vesting cadence and potential selling pressure signals:
- RSUs: one-third vest each March 19; remaining tranches in 2026 and 2027 for the 2024 grant .
- Performance Shares: next assessment ties to FY2026 Plan EBIT with cliff vest in 2027 if earned .
- Options: steady vesting; expirations in 2027, 2028, 2029, 2030, and 2031 across grants, with 2024 grant expiring 2031 .
Employment Terms
Executive Severance & Change-in-Control (CIC) Plan – CEO
| Scenario | Cash severance | Health benefits (COBRA reimbursement) | Bonus treatment | Equity treatment |
|---|---|---|---|---|
| Not for cause / Good Reason (outside CIC) | 2 years base salary | 2 years (or until COBRA ineligible) | Aggregate of prior two years’ bonuses plus prorated current-year bonus | Standard award terms; no automatic acceleration unless death/disability; double-trigger for CIC . |
| CIC + qualifying termination | 3 years base salary | 3 years (or until COBRA ineligible) | Amount equal to target annual bonuses paid in respect of past three completed fiscal years | Double-trigger: acceleration if awards not assumed OR termination without cause/for good reason within 24 months post-CIC; death/disability vesting applies per award terms . |
Illustrative payouts (as of Dec 29, 2024):
- Not for cause/Good Reason: Bonus $7,413,596; Cash severance $2,496,000; Health benefits $49,907; Equity vesting on death/disability $36,557,587; Total $9,959,503 (excluding death/disability equity) .
- CIC + qualifying termination: Bonus $5,109,500; Cash severance $3,744,000; Health benefits $74,861; Equity $43,432,551; Total $52,360,912 .
Other governance protections:
- Clawback (Recoupment Policy) adopted Nov 2023 per SEC Rule 10D-1/Nasdaq; applies to current/former officers regardless of misconduct .
- No employment agreement for CEO; plan-driven severance; equity grants administered by Talent & Compensation Committee .
Board Governance
- Board leadership is separated: Joseph Fortunato as independent Chairman; Sinclair as CEO; board favors separation to balance strategy and oversight .
- Board structure: Classified board; Sinclair is a Class III director (term through 2025 meeting, nominated for re-election to 2028); board moving to declassification via shareholder vote .
- Independence: 7 of 8 directors independent; Sinclair is not independent given his management role .
- Committees: Audit, Talent & Compensation, Nominating & Corporate Governance, and Risk; Sinclair does not appear on any committee rosters; independent directors chair all committees .
- Board activity: Six formal meetings in FY2024; all directors met ≥75% attendance; regular executive sessions of independent directors .
Dual-role implications:
- CEO + Director (not Chairman) mitigates concentration of power; independent Chair and committee leadership reduce independence concerns .
Compensation Committee Analysis and Shareholder Feedback
- Design emphasizes pay-for-performance with majority at-risk: annual cash tied to Plan EBIT and comp store sales; LTI split among PS, RSUs, options; 2024 payout reflected 291% weighted factor on strong results .
- Peer group benchmarking: 2024 peers included Tractor Supply, Casey’s, Dick’s, Ulta, Burlington, Grocery Outlet, etc.; 2025 peer group updated to add Williams-Sonoma, Texas Roadhouse, Bloomin’ Brands; removed Big Lots and Designer Brands .
- Independent consultant: Meridian; committee assessed advisor independence .
- Say-on-Pay: 2023 compensation received over 85% support at 2024 annual meeting; committee conducted outreach to largest holders and integrated feedback into 2025 program refinements .
Performance & Track Record (Company metrics used in pay)
| Measure | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (value of $100) | $103.02 | $152.13 | $165.91 | $246.59 | $658.64 |
| Peer Group TSR ($100) | $112.80 | $164.01 | $164.73 | $172.96 | $241.39 |
| Net Income ($) | $287,450,000 | $244,157,000 | $261,164,000 | $258,856,000 | $380,601,000 |
| Company-Selected Measure: Plan EBIT ($) | $400,500,000 | $334,076,000 | $358,360,000 | $396,265,000 | $504,497,000 |
Risk Indicators & Red Flags
- Hedging/pledging of company stock prohibited without approval; policy intended to reduce misalignment risk .
- Clawback policy enables recovery after material restatements, independent of misconduct .
- Related party transactions disclosed; none involve Sinclair; notable supplier board interlock (Guayakí Yerba Mate) pertains to Director Hari Avula with no personal interest .
- No disclosure of option repricing; equity grants follow standard cadence with trading window discipline .
Compensation Structure Observations
- Cash vs equity mix skews heavily toward performance-sensitive equity; 2024 CEO Target TDC $8.736M with 50% PS, 25% RSUs, 25% options; at-risk pay dominates .
- Shift to PSUs in 2025 (from performance shares) and retirement-friendly pro rata vesting when age+service ≥68 (≥55 age and ≥3 years service) may modestly reduce retention risk by clarifying retirement pathways, while preserving performance linkage .
- CEO received an additional RSU grant in 2023 due to plan limits capping his 2020 performance share payout; a one-year vesting RSU grant was used to true-up pay-for-performance alignment .
Investment Implications
- Strong alignment: outsized TSR and EBIT attainment translated into high annual and LTI payouts; structure continues to emphasize profitability (Plan EBIT) and core sales health (comps), favorable for shareholders in execution-driven models .
- Near-term trading signals: scheduled RSU tranches (2026–2027) and option vesting may create periodic liquidity events; 2026 Plan EBIT PS earnout is a key catalyst with cliff vest in 2027 .
- Retention and change-of-control: CEO severance of up to 3x base + COBRA and multi-year bonus look-back under CIC may reduce transition risk; double-trigger equity accelerations limit windfalls absent job loss, consistent with governance norms .
- Governance quality: independent Chair, fully independent committees, say-on-pay support (>85%) and clawback policy mitigate dual-role independence concerns and enhance compensation credibility .