Joseph O'Leary
Director at SFM
Board
About 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 .