Joel Anderson
Director at SFM
Board
About Joel Anderson
Joel D. Anderson, age 60, is an independent director of Sprouts Farmers Market and has served on the board since 2019. He chairs the Talent and Compensation Committee and sits on the Audit Committee, where he is designated an SEC “audit committee financial expert.” Anderson is currently CEO and a director at Petco Health & Wellness (WOOF) since July 2024; previously he was CEO and a director at Five Below (FIVE) from 2015–2024, President of Walmart.com (2011–2014), Divisional SVP at Walmart (2007–2011), President of retail/direct at Lenox Group, and held various executive roles at Toys “R” Us over 14 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprouts Farmers Market (SFM) | Independent Director; Chair, Talent & Compensation; Audit member; Audit Committee Financial Expert | Director since 2019 | Oversees executive pay, HCM/DEI; audit oversight; four committee meetings each (FY2024) |
| Petco Health & Wellness (WOOF) | Chief Executive Officer and Director | Jul 2024–present | Executive leadership at a scaled specialty retailer |
| Five Below (FIVE) | President & COO; then Chief Executive Officer and Director | 2014–2015; 2015–Jul 2024 | Led high-growth value retailer |
| Walmart.com (WMT) | President | 2011–2014 | E-commerce leadership at scale |
| Walmart (WMT) | Divisional Senior VP, Northern Plains division | 2007–2011 | Large-format retail operations |
| Lenox Group | President, retail & direct business units | Pre-2007 | Omnichannel retail leadership |
| Toys “R” Us | Various executive positions | 14 years | Multi-category retail operations |
External Roles
| Company | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Petco Health & Wellness (WOOF) | CEO & Director | Yes | Jul 2024–present | Current external board/executive role |
| Five Below (FIVE) | CEO & Director | Yes | 2015–Jul 2024 | Prior external board/executive role |
Board Governance
- Independence and tenure: Anderson is independent; board is 88% independent; he is Class I director under SFM’s classified board and independent status confirmed .
- Committee work: Chair of Talent & Compensation (4 meetings in FY2024) and member of Audit (4 meetings in FY2024); designated “audit committee financial expert” by the board .
- Attendance and engagement: The board held six formal meetings in FY2024; each director attended at least 75% of board and committee meetings during their service; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each formal board meeting .
- Governance evolution: In 2025, the board proposed declassifying to annual elections via phased transition, completing by 2028—management recommended “FOR” the amendment .
- ESG and risk oversight: Risk committee oversees cybersecurity and ESG risk; nominating committee oversees ESG activities; compensation committee reviews HCM strategy .
Fixed Compensation
| Component (Directors) | Program Terms (FY2024) | Program Changes (FY2025) | Joel Anderson FY2024 Actual |
|---|---|---|---|
| Annual cash retainer | $75,000 | $90,000 | $65,000 cash fees (elected $50,000 of cash retainer in RSUs) |
| Committee membership fee | $10,000 per committee | Unchanged | Audit committee member |
| Committee chair fee | $20,000 (Talent & Compensation) | Unchanged | Chair, Talent & Compensation |
| Chairman of the Board cash retainer | $90,000 | $100,000 | N/A (Anderson not board chair) |
| Annual equity (RSUs) | $160,000; one-year cliff vest | $170,000 | $208,460 grant-date fair value (includes $50,000 cash elected into RSUs); granted 3/19/2024 |
| RSU vesting | Cliff vest at 1-year | Unchanged | Outstanding unvested RSUs: 3,409 units; $438,057 MV at $128.50 (12/27/2024) |
- Director stock ownership guidelines: Independent directors must beneficially own ≥5x annual cash retainer within five years; includes outright shares, unvested RSUs, in-the-money vested options; excludes unvested options .
Performance Compensation
Anderson’s director pay is primarily cash and time-based RSUs; there is no director-specific performance pay. As Compensation Chair, he oversees executive pay-for-performance design:
| Metric (Annual Bonus) | Weight | Threshold | Target | Maximum | FY2024 Result | Bonus Payout % |
|---|---|---|---|---|---|---|
| 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% |
- FY2024 NEO annual incentive weighted payout: 291% of Target Bonus (from 300% and 264% components) .
- Long-term PS (2022 grant): 3-year Plan EBIT metric; FY2024 outcome delivered 148% payout vs target .
Compensation committee governance:
- Independent consultant Meridian engaged for benchmarking and design; committee concluded Meridian independence per Nasdaq factors .
- 2024 say-on-pay support: >85% approval for 2023 NEO compensation; continued shareholder outreach to top 20 holders; six engaged (~25% of shares) .
Other Directorships & Interlocks
| Entity | Relationship to SFM | Transaction/Exposure | Notes |
|---|---|---|---|
| Petco (WOOF) | External CEO & Director role for Anderson | None disclosed | No related-party transactions disclosed involving Anderson/Petco |
| Five Below (FIVE) | Prior external CEO & Director | None disclosed | Past role only |
No compensation committee interlocks or insider participation noted for Anderson’s committee (committee members were independent; no cross-board interlocks) .
Expertise & Qualifications
- CEO experience at publicly traded retailers; extensive retail operations and e-commerce leadership (Walmart.com; Walmart divisional SVP) .
- Audit committee financial expert designation signaling strong financial literacy for oversight .
- Track record leading high-growth retail and scaling operations .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 18,809 | <1%; outright common shares |
| Shares outstanding (record date) | 98,177,776 | As of 3/24/2025 |
| Ownership as % of outstanding | ~0.019% | Computed from above |
| Unvested RSUs (director) | 3,409 units; $438,057 MV at $128.50 | Grant 3/19/2024; 1-year cliff vest |
Policies affecting alignment:
- Director ownership guideline: ≥5x cash retainer within 5 years .
- Insider trading policy prohibits hedging/pledging without approval; administered by CLO .
Governance Assessment
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Strengths
- Independent director; committee chair for Compensation and audit member; designated audit financial expert, indicating robust oversight capability .
- Clear pay-for-performance framework under his committee (Plan EBIT, comps) with strong FY2024 results; long-term PS tied to profitability; shareholder support >85% on say-on-pay .
- Use of independent consultant (Meridian) and formal independence review enhances governance quality .
- Board declassification proposal (annual elections by 2028) signals responsiveness to governance best practices and shareholder feedback .
- Regular executive sessions; solid attendance; multiple committee meetings suggest active oversight .
-
Potential risks/monitoring items
- External CEO role at Petco increases time commitments; however, SFM discloses no attendance shortfalls and each director met ≥75% thresholds in FY2024 . No related-party transactions involving Anderson disclosed .
- Director equity is time-based RSUs (no performance-based director awards), but ownership guidelines and election to take cash as RSUs indicate alignment focus .
-
Red flags
- None disclosed for Anderson regarding related-party transactions, hedging/pledging, legal proceedings, or compensation committee interlocks .