James Bahrenburg
About James Bahrenburg
James Bahrenburg, age 60, is Sprouts Farmers Market’s Chief Technology Officer, appointed in September 2023 to oversee the strategic direction and management of all aspects of the company’s technology; he holds a B.A. in Economics from Dartmouth College . During his tenure, Sprouts delivered strong fiscal 2024 performance: net sales $7.7B (+13% YoY), comparable store sales +7.6%, EBIT $504.5M, diluted EPS $3.75, and cash from operations $645.2M; four-year cumulative TSR equates to $658.64 on a $100 initial investment by year-end 2024, underscoring value creation . Technology is a core pillar of Sprouts’ strategy—ongoing investments in inventory management and customer personalization are showing positive outcomes, with continued modernization expected to streamline operations and enhance the customer experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Good Food Holdings, LLC | Chief Information Officer | 2019–2023 | Led IT across five food retailing brands (Bristol Farms, Lazy Acres, Metropolitan Market, New Seasons Market, New Leaf) |
| 99 Cents Only Stores | SVP – Chief Information Officer | 2015–2019 | Senior technology leadership at deep-discount retailer |
| 99 Cents Only Stores | VP – Business Process & IT Planning | 2010–2015 | Drove IT planning and process enablement |
| 99 Cents Only Stores | Director – Business Process Enablement | 2007–2010 | Advanced business process transformation |
| Manhattan (Evant) | Technology roles | Not disclosed | Prior enterprise software roles |
| The Walt Disney Company | Technology roles | Not disclosed | Prior corporate technology roles |
| Accenture | Technology roles | Not disclosed | Prior consulting roles |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $566,500 (+3%) |
| Target Bonus (%) | Not disclosed | 60% of base |
| Target Bonus ($) | Not disclosed | $339,900 |
| Actual Bonus Paid ($) | Not disclosed | $983,016 (paid for FY 2024 performance) |
| Perquisites ($) | Not disclosed | $119,750 relocation; $4,100 life insurance; 401(k) match included among “All Other Compensation” |
Performance Compensation
| Metric | Weighting | Target | Actual (FY 2024) | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Plan EBIT | 75% | $419.7M | $504.5M | 300% | Annual cash bonus paid post-year-end |
| Comparable Store Sales | 25% | 3.4% | 7.6% | 264% | Annual cash bonus paid post-year-end |
| Weighted Bonus Outcome | — | — | — | 291% of Target Bonus | Paid in FY 2025 per plan timing |
| Performance Shares (2024 grant) | 100% (PS metric) | 2026 Plan EBIT target (threshold 90%; max 200%) | Not yet applicable | Earns 0–200% of target shares based on FY 2026 Plan EBIT | Cliff vest on 3rd anniversary (Mar 19, 2027), subject to achievement/continued service |
2024 long-term equity grant mix for NEOs: Performance Shares 50%; RSUs 25%; Stock Options 25%—aligning pay with long-term profitability and shareholder value creation .
2024 Equity Grants (Award Detail)
| Grant Type | Grant Date | Quantity/Terms | Economics |
|---|---|---|---|
| Performance Shares (target) | Mar 19, 2024 | 4,598 shares (earn 0–200% vs FY 2026 Plan EBIT) | — |
| RSUs | Mar 19, 2024 | 2,299 shares; vest 1/3 each year over 3 years | — |
| Stock Options | Mar 19, 2024 | 6,027 options; vest 1/3 annually over 3 years; expire Mar 19, 2031 | Strike $61.15 |
Additional RSUs from prior year: 10,204 sign-on RSUs granted Sep 11, 2023, cliff vest on the 2nd anniversary (Sep 11, 2025) .
Equity Ownership & Alignment
| Ownership Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Shares Beneficially Owned | Mar 24, 2025 | 2,469 shares (<1%) | Includes 460 owned shares and 2,009 options exercisable within 60 days |
| Options – Exercisable | Dec 29, 2024 | 0 | First tranche vested Mar 19, 2025 (2,009) |
| Options – Unexercisable | Dec 29, 2024 | 6,027 (Strike $61.15; exp. Mar 19, 2031) | Time-vests 1/3 per year |
| Unvested RSUs | Dec 29, 2024 | 10,204 (Sep 11, 2023 grant) | Cliff vest Sep 11, 2025 |
| Unvested RSUs (2024) | Dec 29, 2024 | 2,299 | Vests 1/3 per year |
| Unearned Performance Shares | Dec 29, 2024 | 4,598 target; $590,843 market/payout value | Earn-out vs FY 2026 Plan EBIT |
| Stock Ownership Guidelines | Policy | 1× salary for other executive officers; comply within 5 years of appointment | As of FY 2024 year-end, all NEOs met or were within timeline |
| Hedging/Pledging | Policy | Prohibited without CLO approval | Reduces misalignment risk |
| Clawback | Policy | Compensation recoupment adopted Nov 2023 (Rule 10D-1) | Applies regardless of misconduct in restatements |
Potential vest-driven supply overhang windows: Sep 11, 2025 (cliff RSU), and March 19 annually (options/RSUs tranches), subject to 10b5-1 plans and trading window constraints .
Employment Terms
| Scenario | Cash Severance | Bonus Component | Health & Welfare | Equity Treatment | Total |
|---|---|---|---|---|---|
| Not for Cause / Good Reason (no change-in-control) | $566,500 | — | $24,954 | — | $591,454 |
| Death or Disability | — | — | — | $2,209,502 (accelerated vesting per policy) | $2,209,502 |
| Change-in-Control with Qualifying Termination | $1,133,000 | $339,900 (target bonus) | $49,907 | $2,603,397 (accelerated vesting; double-trigger) | $4,126,204 |
Key terms:
- Double-trigger equity vesting under change-in-control: accelerated vesting only if awards not assumed or if terminated without cause/for good reason within 24 months of a qualifying transaction .
- Equity awards also vest upon death/disability (options/RSUs full; performance shares pro-rated at ≥ target or certified actual) .
- 2025 awards add pro rata accelerated vesting upon retirement under “rule of 68” (age + years of service ≥ 68; age ≥ 55; ≥ 3 years service) .
- No individual employment agreement disclosed; executives serve at the discretion of the Board .
Investment Implications
- Pay-for-performance linkage is strong: 2024 bonus paid 291% of target on outsized profitability and comps; long-term equity is majority performance-based (PS) tied to FY 2026 Plan EBIT, aligning incentives with sustained profitability .
- Near-term vesting calendar suggests episodic supply risk: sizeable sign-on RSU cliff on Sep 11, 2025 and annual March 19 vesting of options/RSUs could create localized selling pressure, subject to trading plans and windows .
- Alignment safeguards: ownership guideline (1× salary), hedging/pledging restrictions, and a robust clawback reduce misalignment and governance risk .
- Retention/COC economics: one-year severance outside of change-in-control and two-year severance plus target bonus under double-trigger COC support retention while managing payout risk; equity acceleration is conditioned on double-trigger, limiting windfall outcomes .
- Strategic execution: technology modernization is a named strategic lever (inventory management, personalization) with positive outcomes, placing the CTO role at the core of margin and growth initiatives; company-level results in 2024 confirm operational momentum .