National Vision Holdings, Inc.EYE
National Vision Holdings, Inc. Stock Compensation Disclosure
Stock Incentive Plans
In connection with the initial public offering of our common stock (the “IPO”), on October 23, 2017, the Company’s Board of Directors adopted, and its stockholders approved, the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”). The total number of shares of common stock originally issuable under the 2017 Omnibus Incentive Plan was 4,000,000. On June 12, 2024, the Company’s stockholders approved the amendment and restatement of the 2017 Omnibus Incentive Plan, increasing the number of shares of common stock authorized for issuance by an additional 5,600,000 shares. The plan authorizes the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), RSUs, PSUs, other equity-based awards and other cash-based awards to our associates, non-employee directors, officers, consultants and advisers. In 2014, our Board of Directors and stockholders of the Company approved the 2014 Stock Incentive Plan for Key Employees of National Vision Holdings, Inc. (formerly known as Nautilus Parent, Inc.) and its subsidiaries (the “2014 Stock Incentive Plan”). There were 10,988,827 stock options authorized for issuance pursuant to the 2014 Stock Incentive Plan. All stock awards under these plans vest through continued service. All options under these plans have a contractual life of 10 years.
The Company also provides associates the opportunity to purchase Company common shares through the Associate Stock Purchase Plan (the “ASPP”), which the Company’s Board of Directors adopted and its stockholders approved on June 6, 2018. The ASPP provides that up to 850,000 shares of common stock, at par value of $0.01 per share, may be offered and issued under the ASPP.
The following table summarizes stock compensation expense under the Company’s plans, which is included in SG&A in the accompanying Consolidated Statements of Operations:
| In thousands | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | ||||||||||||||
| Stock options | $ | — | $ | 123 | $ | 740 | |||||||||||
| RSUs and PSUs | 23,565 | 16,457 | 18,312 | ||||||||||||||
| Associate stock purchase plan | 121 | 128 | 151 | ||||||||||||||
| Pre-tax stock-based compensation expense | $ | 23,686 | $ | 16,708 | $ | 19,203 | |||||||||||
| Income tax benefit | (5,972) | (4,212) | (4,841) | ||||||||||||||
| After-tax stock-based compensation expense | $ | 17,714 | $ | 12,496 | $ | 14,362 | |||||||||||
| RSUs and PSUs | ||||||||
Unrecognized compensation cost (in thousands) | $ | 26,534 | ||||||
| Expected remaining weighted-average period of expense recognition (in years) | 1.84 | |||||||
Service-based options
The following tables summarize service-based stock option activity. No service-based options were granted in fiscal years 2025, 2024, and 2023.
| Number of Options Outstanding (In thousands) | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (In thousands) ($) | ||||||||||||||||||||
| Outstanding options at December 28, 2024 | 549 | $ | 29.98 | 4.13 | $ | — | |||||||||||||||||
| Exercised | (105) | $ | 21.19 | ||||||||||||||||||||
| Forfeited | (39) | $ | 37.29 | ||||||||||||||||||||
| Outstanding options at January 3, 2026 | 405 | $ | 31.54 | 3.36 | $ | 1,057 | |||||||||||||||||
| Vested and exercisable at January 3, 2026 | 405 | $ | 31.54 | 3.36 | $ | 1,057 | |||||||||||||||||
| In thousands except per share values | Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | ||||||||||||||
| Fair value of options vested | $ | — | $ | 635 | $ | 1,251 | |||||||||||
| Aggregate intrinsic value of options exercised | $ | 581 | $ | 76 | $ | 147 | |||||||||||
Performance-based options
The following table summarizes performance-based stock option activity:
| Number of Options Outstanding (In thousands) | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (In thousands) ($) | ||||||||||||||||||||
| Outstanding options at December 28, 2024 | 49 | $ | 15.74 | 2.57 | $ | — | |||||||||||||||||
| Outstanding options at January 3, 2026 | 49 | $ | 15.74 | 1.55 | $ | 502 | |||||||||||||||||
| Vested and exercisable at January 3, 2026 | 49 | $ | 15.74 | 1.55 | $ | 502 | |||||||||||||||||
There were no grants, no vests and no exercises of performance-based options during fiscal years 2025, 2024, and 2023.
The following tables summarize RSU and PSU awards activity:
| RSUs (In thousands) | Weighted average grant date fair value ($) | PSUs (In thousands) | Weighted average grant date fair value ($) | ||||||||||||||
| Outstanding at December 28, 2024 | 1,353 | $ | 20.97 | 861 | $ | 24.61 | |||||||||||
| Granted | 1,429 | $ | 14.19 | 483 | $ | 14.07 | |||||||||||
| Vested | (670) | $ | 22.25 | — | $ | — | |||||||||||
| Forfeited | (211) | $ | 17.45 | (325) | $ | 27.22 | |||||||||||
| Outstanding at January 3, 2026 | 1,901 | $ | 15.81 | 1,019 | $ | 18.78 | |||||||||||
| Fiscal Year 2025 | Fiscal Year 2024 | Fiscal Year 2023 | |||||||||||||||
| RSUs | |||||||||||||||||
| Weighted average grant date fair value of RSUs granted | $ | 14.19 | $ | 18.03 | $ | 22.65 | |||||||||||
| Total fair value of RSUs vested (In thousands) | $ | 14,914 | $ | 12,755 | $ | 12,084 | |||||||||||
| PSUs | |||||||||||||||||
| Weighted average grant date fair value of PSUs granted | $ | 14.07 | $ | 22.19 | $ | 22.35 | |||||||||||
| Total fair value of PSUs vested (In thousands) | $ | — | $ | 4,070 | $ | 3,852 | |||||||||||
Restricted stock units (RSUs)
Most RSUs vest in three equal annual installments on the first, second and third anniversary of the grant date. The RSUs outstanding as of January 3, 2026 have $49.3 million intrinsic value. Non-employee directors were granted RSUs in fiscal year 2025 that fully vest on the first anniversary of the grant date.
Performance stock units (PSUs)
PSUs are settled after the end of a three-year performance period (i.e., cliff vesting), which begins on the first day of the grant year and are based on the Company’s achievement of certain performance targets. The performance stock units outstanding as of January 3, 2026 have $26.4 million intrinsic value. While the PSU amounts shown in the tables above reflect achievement at target, the number of PSUs ultimately vested will be based on a comparison of certified performance results to predefined performance criteria that include threshold, target and maximum attainment levels.
In 2025, the Company granted PSUs that vest based on the Company’s relative total shareholder return (“TSR”) compared to a defined peer group over a three‑year performance period. The grant‑date fair value of PSUs based on TSR is estimated using a Monte Carlo simulation model. The key assumptions used in the Monte Carlo valuation include: (i) expected volatility of 57.1%, based on the Company’s three‑year daily historical volatility as of the grant date; (ii) a risk‑free interest rate of 3.97%, derived from U.S. Treasury constant‑maturity yields on the grant date; (iii) a correlation assumption calculated using three years of daily share price data for the Company and the peer group as of the grant date; and (iv) an expected dividend yield of zero.
Associate Stock Purchase Plan
Under the ASPP, eligible associates receive a 10% discount from the market trading value of common stock of the Company at the time of purchase. Participants may contribute to the ASPP, not to exceed $25,000 under the ASPP in any calendar year. During fiscal year 2025, the amount of shares issued to eligible participants through the ASPP was not material.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 4, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.