Joseph Fortunato
Chairman of the Board at SFM
Board
About Joseph Fortunato
Independent Chairman of the Board of Sprouts Farmers Market (SFM); age 72; director since 2013 and Chairman since 2017. Background includes nearly three decades at General Nutrition Companies (predecessor to GNC Holdings), serving as Chairman/CEO/President (2005–2014) and earlier senior finance/operations roles; currently Operating Partner at Prospect Hill Growth Partners with multiple portfolio board seats. Tenure on SFM board is ~12 years; independence affirmed by the board’s classification and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Nutrition Companies, Inc. (NYSE: GNC; predecessor to GNC Holdings) | Chairman, CEO, President | Nov 2005–Aug 2014 | Led global specialty retail of health and wellness products |
| General Nutrition Companies, Inc. | Senior EVP & COO; EVP, Retail Ops & Store Development; SVP, Financial Operations | 1990–Nov 2005 | Financial/operational leadership across retail and store development |
| Mattress Firm Holding Corp. | Director | Oct 2012–Sep 2016 | Public company board oversight (retail) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Prospect Hill Growth Partners, L.P. | Operating Partner | Since Jan 2017 | Operationally focused private equity |
| Comoto Holdings, Inc. | Chairman | Since Jan 2016 | Prospect Hill portfolio company |
| Honors Holdings, LLC | Director; Chairman | Since Jan 2018; Chairman since Jan 2024 | Prospect Hill portfolio company (Orangetheory franchise operator) |
| Shoe Sensation | Director | Since Aug 2015 | Prospect Hill portfolio company |
Board Governance
- Independence: Classified as independent; SFM board is 88% independent, and Fortunato is listed as independent in Class II (term to 2027) .
- Leadership: Non-executive Chairman; roles include agenda setting, presiding over board and executive sessions of independent directors, liaison with directors/major shareholders; CEO-Chair roles are separated .
- Committee assignments: Not listed on Audit, Talent & Compensation, Nominating & Governance, or Risk committees (chairs/members named do not include Fortunato) .
- Attendance: Board held six meetings in FY2024; all directors attended ≥75% of board/committee meetings; directors attended the 2024 annual meeting .
- Governance evolution: Board declassification proposed in 2025 (phased to full annual elections by 2028) .
Fixed Compensation
| Component | 2024 Amount | Policy Detail |
|---|---|---|
| Annual independent director cash retainer | $75,000 | Payable quarterly |
| Chairman of the Board cash retainer | $90,000 | Additional to director retainer |
| Committee membership fees | $0 | $10,000 per committee assignment; Fortunato not on committees (see members) |
| Committee chair fees | $0 | Applies to committee chairs; not applicable to Fortunato |
| Total cash fees earned (2024) | $165,000 | Sum of $75,000 + $90,000 |
| 2025 program changes | Retainer $90,000; Chair retainer $100,000 | Equity retainer increased to $170,000 |
Performance Compensation
| Grant | Grant Date | Type | Units (Unvested at FY-end) | Grant-Date or Market Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity grant | Mar 19, 2024 | RSUs | 3,571 | Grant-date fair value in “Stock Awards” $218,367; market value at $128.50 was $458,874 | Cliff vest on 1-year anniversary of grant date |
Notes:
- Independent directors received $160,000 in RSUs (one-year vest) plus an additional $60,000 in RSUs for the Chairman (one-year vest); number of RSUs based on 20-day trailing average closing price at grant .
- Fortunato’s 2024 director compensation totaled $383,367 (Fees $165,000; Stock Awards $218,367) .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock with SFM |
|---|---|---|
| Mattress Firm Holding Corp. (former) | Public | No stated SFM supplier/customer interlock; tenure ended 2016 |
| Comoto Holdings; Honors Holdings; Shoe Sensation | Private portfolio boards (Prospect Hill) | No related-party transactions disclosed with SFM |
No related-party transactions disclosed for Fortunato; the only related-party transaction noted in the proxy involves a product purchase from Guayakí Yerba Mate connected to another director (Avula), with no direct/indirect interest by him .
Expertise & Qualifications
- Executive record: Led international retail (GNC), extensive financial and operational leadership; multiple public company board experiences .
- Board skills: Financial/operational experience; executive leadership; public board governance .
Equity Ownership
| Item | Amount | Source/Notes |
|---|---|---|
| Total beneficial ownership | 28,571 shares | Less than 1% of outstanding shares |
| Unvested director RSUs at 12/29/2024 | 3,571 units | Market value $458,874 at $128.50/share |
| Ownership guideline (directors) | ≥5× annual cash retainer | Includes outright shares, unvested RSUs, vested in-the-money options; excludes unvested options |
| Hedging/pledging | Prohibited without CLO approval | Insider trading policy restricts hedging/pledging without approval |
| Compliance signal (est.) | Holdings value ≈$3.67M vs. guideline ≥$375k | Calculation using 28,571 shares × $128.50 and 5× $75k retainer; exceeds guideline materially |
Governance Assessment
- Board effectiveness: Strong independent leadership with separated Chair/CEO roles; regular executive sessions; full compliance with attendance thresholds .
- Compensation alignment: Director cash/equity retainer levels benchmarked by independent consultant (Meridian); 2025 increases to align with peer median; equity grants are time-based RSUs (no performance metrics), aligning with long-term shareholder value while limiting risk .
- Conflicts/related-party risk: No related-party transactions disclosed for Fortunato; current external roles are in private portfolio companies without disclosed business with SFM; low conflict risk based on proxy disclosures .
- Shareholder signals: 2024 say-on-pay approval >85% suggests credible compensation governance; ongoing board initiative to declassify indicates responsiveness to governance best practices .
RED FLAGS: None disclosed specific to Fortunato. No pledging/hedging disclosed; no related-party transactions; not serving on board committees may limit direct committee oversight, but as independent Chair he presides over executive sessions and board agenda-setting, providing strong oversight mechanisms .