Joseph O'Leary
Sprouts Farmers MarketAbout Joseph D. O’Leary
Independent director at Sprouts Farmers Market since 2017, age 66. O’Leary brings deep merchandising, supply chain, logistics, and operational experience from growth-oriented retailers, including PetSmart and Gap Inc., and serves on Sprouts’ Talent & Compensation and Nominating & Corporate Governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PetSmart, Inc. | President & COO | Jun 2013 – Apr 2014 | Led merchandising, marketing, supply chain, strategic planning; operational leadership |
| PetSmart, Inc. | EVP Merchandising, Marketing, Supply Chain & Strategic Planning | Jan 2011 – Jun 2013 | Enterprise merchandising and supply chain strategy |
| PetSmart, Inc. | SVP Merchandising | Mar 2010 – Jan 2011 | Category leadership |
| PetSmart, Inc. | SVP Merchandising & Supply Chain | Oct 2008 – Mar 2010 | Integrated merchandising/supply chain |
| PetSmart, Inc. | SVP Supply Chain | Sep 2006 – Oct 2008 | Supply chain operations |
| Gap Inc. | SVP, Supply Chain Strategy & Global Logistics | 1999 – 2005 | Global logistics strategy |
| Human Touch, LLC | COO | Prior to 2006 | Operations leadership |
| Coopers & Lybrand LLP; BP International | Various roles | Prior to 1999 | Early career positions |
External Roles
| Organization | Public/Private | Role | Tenure | Notes |
|---|---|---|---|---|
| Targeted PetCare | Private | Director | Since Dec 2019 | Specialty pet products manufacturer |
| Edgewell Personal Care Co. (NYSE: EPC) | Public | Director | Oct 2018 – Feb 2025 | Consumer products; concluded service Feb 2025 |
| Francesca’s Holdings Corp. (Nasdaq: FRAN) | Public (historical) | Director | Apr 2013 – Feb 2021 | Specialty retail |
| PetSmart, Inc. | Private (post‑takeover) | Director | May 2015 – Nov 2019 | Specialty pet retail |
| Big Heart Pet Brands | Private | Director | Aug 2014 – Mar 2015 | Pet food |
Board Governance
- Committees: Talent & Compensation (member) and Nominating & Corporate Governance (member). Not a chair; Talent & Compensation is chaired by Joel Anderson; Nominating & Corporate Governance is chaired by Terri Funk Graham .
- Independence: Board has determined all directors except the CEO are independent; O’Leary is independent .
- Attendance and engagement: Board met 6 times in fiscal 2024; each director attended at least 75% of board and applicable committee meetings and attended the 2024 annual meeting. Talent & Compensation met 4 times; Nominating & Corporate Governance met 2 times .
- Board structure: Classified board moving to annual elections; 2025 proposal to declassify fully by 2028 with removal without cause consistent with Delaware law after declassification .
- Executive sessions: Independent directors meet in executive session at each formal meeting .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 (2024) | Payable quarterly |
| Committee membership fees | $10,000 per committee (2024) | O’Leary sits on two committees ($20,000 total) |
| Committee chair fees | $20,000 (Risk/Comp/NCG); $25,000 (Audit) | Not applicable to O’Leary in 2024 |
| Chairman of the Board retainer | $90,000 (2024) | Not applicable to O’Leary |
| Equity retainer (RSUs) | $160,000 (2024) | One-year cliff vest; additional $60,000 RSUs for Chair of the Board |
| Cash-to-RSU election | Optional | Can elect cash compensation in RSUs; valued using 20-day trailing average price |
| 2025 changes | Cash retainer to $90,000; equity to $170,000; Chair retainer to $100,000 | Align to peer median |
Director-specific 2024 totals:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $95,000 (=$75,000 base + $10,000 x 2 committees) |
| Stock awards (grant-date fair value) | $158,807 |
| Total | $253,807 |
| Unvested RSUs as of 12/29/2024 | 2,597 units; market value $333,715 |
Performance Compensation
- Directors receive time-based RSUs; no performance metrics tied to director equity awards (RSUs vest on one-year anniversary of grant) .
Other Directorships & Interlocks
- Public company service: Edgewell Personal Care (ended Feb 2025); Francesca’s (ended 2021). Potential product overlap with grocery personal care and general merchandise, but Sprouts disclosed no related-party transactions involving O’Leary .
- Private company service: Targeted PetCare (current), PetSmart (ended 2019), Big Heart Pet Brands (ended 2015) .
- Compensation committee interlocks: None; committee comprises independent directors; no insider participation and no cross‑board interlocks with Sprouts executives noted .
Expertise & Qualifications
- Deep merchandising, supply chain, logistics leadership across major retailers; strategic and operational acumen; international experience on multiple continents .
- Not designated as an Audit Committee Financial Expert; serves on compensation and governance committees .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 17,991 shares; <1% of outstanding |
| Unvested RSUs (12/29/2024) | 2,597 units (March 19, 2024 grant; one-year cliff) |
| Options | None disclosed for directors in outstanding equity awards table; security ownership footnote for O’Leary lists only common shares |
| Ownership guidelines | Directors expected to own ≥5x annual cash retainer within 5 years; includes outright shares, unvested RSUs, in‑the‑money vested options; excludes unvested options |
| Hedging/pledging | Prohibited without approval under Insider Trading Policy; no pledging disclosed for O’Leary |
Governance Assessment
- Board effectiveness: O’Leary contributes supply chain and merchandising expertise in Talent & Compensation and Nominating & Corporate Governance—aligned with Sprouts’ operationally-driven strategy and human capital oversight .
- Independence and attendance: Independent with documented engagement (≥75% attendance and annual meeting attendance). Committee workload consistent with governance and compensation oversight .
- Compensation alignment: Director pay mix combines cash retainer and annual RSUs with optional cash-to-RSU conversion, promoting alignment; 2025 increase to median peer levels reflects market calibration rather than pay inflation risk .
- Investor confidence signals: Strong say‑on‑pay support (>85% in 2024) indicates shareholder alignment with compensation governance practices .
- Conflicts/related-party: No related-party transactions involving O’Leary disclosed; audit committee pre-approves related-party transactions with robust policy framework .
- Board structure improvement: Declassification proposal to annual elections by 2028 enhances accountability and shareholder rights (removal without cause post-declassification), a governance positive .
RED FLAGS
- None disclosed specific to O’Leary: no related-party transactions, no pledging, no attendance shortfall noted .
Insider Trades
- Sprouts makes Form 4 filings available; specific Form 4 transaction details for O’Leary were not disclosed in the proxy. Form 4 data can be retrieved via Sprouts’ investor site or SEC EDGAR upon request .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: Over 85% support at 2024 annual meeting for 2023 NEO compensation; committee engaged with top holders (~25% outstanding shares) and retained Meridian as independent consultant .
Compensation Committee Analysis
- Composition: Joel D. Anderson (Chair), Terri Funk Graham, Joseph D. O’Leary—all independent, non‑employee directors .
- Consultant: Meridian Compensation Partners; independence assessed and affirmed (no conflicts) .
- Practices: Pay-for-performance emphasis for executives; annual and three-year Plan EBIT metrics; clawback policy adopted per SEC/Nasdaq rules .
Related Party Transactions
- Only transaction disclosed: Purchases from Guayakí Yerba Mate (linked to director Avula’s external board), totaling $6.5 million in 2024; Avula had no direct or indirect interest. None involving O’Leary .
Additional Board Context
- Meeting counts: Audit (4 in 2024), Talent & Compensation (4), Risk (4), Nominating & Corporate Governance (2) .
- Risk oversight: Dedicated Risk Committee; ESG and cybersecurity oversight allocations detailed across committees .