Nicholas Konat
President and Chief Operating Officer at SFM
Executive
About Nicholas Konat
Nicholas Konat is President and Chief Operating Officer of Sprouts Farmers Market, responsible for operations, marketing, merchandising, and innovation; he joined in March 2022 after serving as Chief Merchandising Officer at Petco and earlier roles at Target and Accenture. He holds an honors bachelor’s degree in political science and government from St. John’s University . Company performance during his tenure shows strong multi-year gains: total shareholder return (value of $100 investment) rose from 165.91 in 2022 to 658.64 in 2024 , while revenues and EBITDA increased materially over 2022–2024 (see table; values from S&P Global).*
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $6,404.2M* | $6,837.4M* | $7,719.3M* |
| EBITDA | $493.5M* | $518.6M* | $645.1M* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sprouts Farmers Market | President & Chief Operating Officer | Mar 2022–Present | Oversees operations, marketing, merchandising, and innovation |
| Petco Health and Wellness (WOOF) | Chief Merchandising Officer | Oct 2018–Mar 2022 | Led merchandising strategy and private brands |
| Petco Health and Wellness (WOOF) | VP Brand, Product Innovation & Design; VP Private Brands & Merchandising; SVP–GM | Sep 2015–Oct 2018 | Built private brands and product innovation capabilities |
| Target (TGT) | Director, Food Merchandise Planning; earlier merchandising/planning roles | 9+ years | Led planning and leadership roles across food and fashion |
| Accenture (ACN) | Consultant | 6 years | Professional services experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in proxy |
Fixed Compensation
Multi-year Summary Compensation (NEO table):
| Year | Salary | Bonus | Option Awards | Stock Awards | Non-Equity Incentive (STIP) | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| 2024 | $738,055 | — | $232,049 | $691,056 | $2,147,739 | $11,860 | $3,820,759 |
| 2023 | $717,366 | — | $225,307 | $686,316 | $968,444 | $37,354 | $2,634,787 |
| 2022 | $538,462 | $650,000 | $218,452 | $3,819,495 | $599,308 | $85,970 | $5,911,687 |
2024 Target Compensation Design (approved by Compensation Committee):
| Base Salary | Target Bonus | RSU Awards | Performance Share Awards | Stock Option Awards | Target TDC |
|---|---|---|---|---|---|
| $742,630 | $742,630 (100% of base) | $232,072 | $464,144 | $232,072 | $2,413,548 |
All Other Compensation (2024 – components):
- Life insurance premium: $1,710
- Health Savings Account contribution: $1,000
- 401(k) matching contributions (amount not itemized)
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024:
| Metric | Weighting | Target | Actual/Payout | Resulting Payout |
|---|---|---|---|---|
| Plan EBIT | 75% | Not disclosed | Payout factor 300% | Contributes to 291% of Target Bonus |
| Comparable store sales | 25% | Not disclosed | Payout factor 264% | Contributes to 291% of Target Bonus |
| Aggregate payout | — | — | — | 291% of Target Bonus |
Long-Term Incentives – 2024 Grants (mix: 50% PS, 25% RSU, 25% Options):
| Award Type | Grant Date | Quantity/Terms | Fair Value | Vesting |
|---|---|---|---|---|
| Performance Shares (PS) | Mar 19, 2024 | Target 7,534; Max 15,068 | $460,704 | Eligible to vest Mar 19, 2027; earned based on 3-year Plan EBIT |
| RSUs | Mar 19, 2024 | 3,767 | $230,352 | Standard 1/3 per year over three years |
| Stock Options | Mar 19, 2024 | 9,876 @ $61.15 | $232,049 | Vest in three equal annual installments |
PS (granted in 2022; performance measured to 2024 results):
| Metric | Weighting | Threshold Goal | Target Goal | Max Goal | 2024 Results | Payout % |
|---|---|---|---|---|---|---|
| Plan EBIT | 100% | $414.7M | $460.8M | $529.9M | $504.5M (non-GAAP) | 148% |
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025; 98,177,776 shares outstanding):
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Nicholas Konat | 82,664 | <1% |
Stock Ownership Guidelines:
- Requirement: President & COO must hold 3x current base salary in beneficial ownership (includes outright shares, unvested RSUs, in-the-money portion of vested options; excludes unvested PSAs and unvested options) .
- Status: Each NEO met guidelines or was within five-year compliance window at FY2024 year-end .
Outstanding Equity (as of Dec 29, 2024):
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration | Unvested RSUs (# / MV) | Unearned PS (# / MV) |
|---|---|---|---|---|---|---|
| Mar 21, 2022 | 13,514 | 6,756 | $32.05 | Mar 21, 2029 | 24,446 / $3,141,311 | 14,260 / $1,832,410 |
| Mar 21, 2022 | — | — | — | — | 2,376 / $305,316 | — |
| Mar 14, 2023 | 5,948 | 11,895 | $32.95 | Mar 14, 2030 | 4,628 / $594,698 | 13,886 / $1,784,351 |
| Mar 19, 2024 | — | 9,876 | $61.15 | Mar 19, 2031 | 3,767 / $484,060 | 7,534 / $968,119 |
Option Exercises and Stock Vested (2024):
| Name | Options Exercised | Value Realized | Shares Vested | Value Realized |
|---|---|---|---|---|
| Nicholas Konat | — | — | 78,029 | $4,864,642 |
Insider trading/hedging/pledging policy:
- Hedging or pledging of Sprouts shares by directors/officers/team members is prohibited without approval of the Chief Legal Officer .
Employment Terms
Agreement Structure:
- No formal employment agreement; Konat has a letter agreement (Jan 25, 2022) providing additional severance benefits, including immediate vesting of any unvested shares in his $3,000,000 sign-on RSU grant if terminated without cause or for good reason .
Severance and Change-in-Control Economics (assuming event as of Dec 29, 2024):
| Scenario | Bonus | Cash Severance | Health & Welfare | Equity Treatment | Total |
|---|---|---|---|---|---|
| Voluntary without Good Reason / For Cause | — | — | — | — | — |
| Good Reason or Not for Cause | — | $742,630 (≈1x base) | $21,785 | $3,141,311 (incl. immediate vesting of sign-on RSUs) | $3,905,726 |
| Death or Disability | — | — | — | $10,323,400 | $10,323,400 |
| Change in Control – No Termination | — | — | — | — | — |
| Change in Control + Qualifying Termination (Double Trigger within 24 months) | $742,630 | $1,485,260 (≈2x base) | $43,570 | $11,563,597 | $13,835,057 |
Vesting Triggers:
- Double-trigger equity vesting on change-in-control: vesting only if awards are not assumed by acquirer or employment is terminated without cause/for good reason within 24 months post-CIC .
- Death/disability: options and RSUs vest in full; PS vest pro rata (greater of target or expected performance) .
- Retirement (awards granted in 2025): certain pro rata accelerated vesting if age + years of service ≥ 68 and age ≥ 55 with ≥ 3 years of service .
Clawback:
- Compensation Recoupment Policy adopted Nov 2023; recover erroneously awarded incentive-based compensation following required accounting restatements, regardless of misconduct .
Investment Implications
- Strong pay-for-performance alignment: 2024 STIP paid at 291% of target based on above-target EBIT and comp sales; LTI mix emphasizes performance shares (50%) tied to 3-year Plan EBIT, with 2022 PS paying 148% on robust profitability .
- Retention risk mitigated by double-trigger CIC protection and significant unvested equity: RSUs/options vest over three years; PS vest in 2027; potential CIC payout totals $13.84M for Konat (incl. $11.56M equity), reinforcing continuity incentives .
- Insider selling pressure appears moderate near term: Konat had no option exercises in 2024, though 78,029 shares vested ($4.86M), adding potential liquidity; hedging/pledging restricted without legal approval .
- Ownership alignment: Beneficial ownership is <1% (82,664 shares); executive ownership guidelines require 3x base salary for President & COO, and NEOs meet or are within the 5-year compliance period .
- Governance safeguards: No employment agreement but letter-based severance terms, SEC-compliant clawback policy, and standard vesting protections reduce adverse incentive risk and protect shareholders .
Footnote: Company revenue and EBITDA values are retrieved from S&P Global.*