Terri Funk Graham
Director at SFM
Board
About Terri Funk Graham
Terri Funk Graham, 59, is an independent director of Sprouts Farmers Market (SFM) serving since 2013. She is Chair of the Nominating & Corporate Governance Committee and a member of the Talent & Compensation and Risk Committees, bringing 30+ years in branding/marketing with prior CMO roles; she holds NACD Board Leadership Fellow credentials and participates in regional governance advisory groups . Background roles include CMO at Jack in the Box (2007–2012), CMO – Red Envelope at Provide Commerce (2013–2014), and interim CMO at Origin Entertainment (2016–2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jack in the Box Inc. | SVP & Chief Marketing Officer; earlier marketing leadership roles since 1990 | 2007–2012 (SVP/CMO) | Led national brand/marketing; retail/restaurant domain expertise |
| Provide Commerce, Inc. (Red Envelope) | Chief Marketing Officer – Red Envelope | 2013–2014 | E-commerce branding and digital marketing leadership |
| Origin Entertainment, Inc. | Interim Chief Marketing Officer | 2016–2017 | Content/brand strategy for film/TV production |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LL Flooring Holdings, Inc. (NYSE: LL) | Director | Oct 2018 – Dec 2024 | Specialty flooring retailer board service (ended 2024) |
| CV Sciences, Inc. (OTCQB: CVSI) | Director | Aug 2019 – May 2022 | Consumer products and specialty pharma |
| 1-800 Contacts | Director | Jul 2015 – Jan 2016 | Online retail board service |
| Hot Topic, Inc. | Director | Jun 2012 – Jun 2013 | Formerly public specialty retailer |
| San Diego State Univ. Fowler College of Business | Advisory Board Member | Since Sept 2023 | Academic advisory capacity |
Board Governance
- Independence: The board determined all current directors except the CEO are independent; Graham is independent .
- Committee assignments and scope:
- Nominating & Corporate Governance Committee, Chair: Oversees board evaluations, director qualifications and nominations, corporate governance policies, and ESG oversight .
- Talent & Compensation Committee, Member: Oversees executive/director pay, equity plans, clawback administration, and human capital/DEI strategy .
- Risk Committee, Member: Oversees enterprise risk management including cybersecurity and ESG-related risks .
- Board declassification: In 2025 SFM proposed declassifying the board with a phased annual election approach by 2028, a governance enhancement supported by the board .
- Attendance and engagement: In fiscal 2024, the board held six meetings and each director attended at least 75% of board and committee meetings; directors attended the 2024 annual meeting .
- Board diversity and tenure context: Board is 25% female and 25% ethnically diverse; average tenure is 7.6 years. Graham has served since 2013 (longer than average) and serves in a leadership role .
Fixed Compensation
- Director pay structure (2024): $75,000 annual cash retainer; $10,000 per committee assignment; Chair retainers: Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $20,000; Risk $20,000; equity grant $160,000 in RSUs vesting after one year; Chairman of the Board also receives an extra $90,000 cash and $60,000 in RSUs .
- 2025 adjustments: Cash retainer increased to $90,000; equity to $170,000; Chairman cash retainer to $100,000, to align nearer to peer median per Meridian review .
Director-level compensation received by Graham (fiscal 2024):
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $125,000 |
| Stock awards (grant-date fair value) | $158,807 |
| Total | $283,807 |
- Ownership guidelines: Independent directors are expected within five years to hold SFM equity valued at least 5x the annual cash retainer (includes outright shares, unvested RSUs, in-the-money options; excludes unvested stock options) .
Performance Compensation
- Director equity awards are time-based RSUs that cliff vest one year from grant; there are no performance-vesting elements for non-employee directors .
- Note: Executive performance pay uses Plan EBIT and comparable store sales metrics; Say‑on‑Pay approval exceeded 85% in 2024, indicating investor support for compensation design under the committee’s oversight .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Consideration |
|---|---|---|
| LL Flooring (ended 2024), CV Sciences (ended 2022), 1-800 Contacts, Hot Topic | Public/private board roles | No SFM-related interlocks or related-party transactions disclosed for Graham in the last three years . |
Expertise & Qualifications
- Branding/marketing leadership across retail and restaurant sectors; digital/e-commerce expertise .
- Governance credentials: NACD Board Leadership Fellow; NACD Pacific Southwest Nominating & Governance Advisory Group; Founding Member, Women Corporate Directors San Diego Chapter .
- Committee leadership experience (Chair, Nominating & Corporate Governance), including board evaluations and ESG oversight .
Equity Ownership
- Beneficial ownership (as of Mar 24, 2025): 33,010 shares (<1%) . Approximate percentage of shares outstanding: ~0.03% (33,010 / 98,177,776) based on shares outstanding at the record date .
- Unvested director RSUs as of Dec 29, 2024: 2,597 units (market value $333,715 at $128.50/share) .
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 33,010 |
| Percent of outstanding | ~0.03% (calc. from 98,177,776 shares) |
| Unvested RSUs (12/29/24) | 2,597 |
Insider Trades (Form 4)
| Period Searched | Findings |
|---|---|
| Jan 1, 2023 – Nov 20, 2025 | No insider Form 4 transactions for “Terri Funk Graham” in SFM identified via insider-trades tool search (run 2025‑11‑20). |
Governance Assessment
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Strengths:
- Independent director with deep consumer/retail marketing expertise; chairs Nominating & Corporate Governance with remit over director evaluations, governance policy, and ESG oversight .
- Multi-committee service (Compensation; Risk) aligning with key investor priorities (pay-for-performance, enterprise risk, cybersecurity, ESG) .
- Board pursuing declassification (annual elections by 2028), a governance enhancement responsive to investor expectations .
- Strong board/committee attendance disclosure; all directors met ≥75% threshold in FY2024; scheduled executive sessions at each formal meeting .
- Director pay moves aligned to peer median per independent consultant review (Meridian), with transparent structure and equity alignment via RSUs .
-
Potential watch items:
- Tenure since 2013 exceeds the board’s average tenure (7.6 years), which some investors monitor for refreshment/independence; balanced by leadership as committee chair and board diversity objectives .
- No related-party transactions disclosed for Graham; one related-party supplier transaction pertains to another director (Avula), not Graham .
-
Shareholder alignment signals:
- Director ownership guideline of 5x cash retainer encourages skin-in-the-game; Graham’s reported beneficial ownership and annual RSU grants support alignment .
- Say‑on‑Pay support >85% in 2024 reflects investor acceptance of compensation governance overseen by the committee on which she serves .
Overall, Graham’s committee leadership (Governance Chair), cross-committee service (Compensation, Risk), absence of disclosed conflicts, and equity-based director pay support board effectiveness and investor-aligned oversight at SFM .