SPROUTS FARMERS MARKET, INC., DEF 14A filed on 4/5/2024
Proxy Statement (definitive)
v3.24.1
Document and Entity Information
 12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Amendment Flag false
Entity Registrant Name Sprouts Farmers Market, Inc.
Entity Central Index Key 0001575515
v3.24.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Jan. 03, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay vs. Performance

The following tables and narrative disclosure provide information on the relationship of the compensation of our Chief Executive Officer (also referred to as “PEO”) and the average of our other named executive officers (also referred to as “Non-PEO NEOs”) compared to our performance over the past four fiscal years.

Pay Versus Performance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed
$100 Investment based on:(4)

 

 

 

 

 

 

 

Year

 

Summary Comp. Table Total for PEO(1)

 

 

Comp. Actually Paid to PEO(3)

 

 

Average Summary Comp. Table Total for non-PEO Named Executive Officers(2)

 

 

Average Comp. Actually Paid to non-PEO Named Executive Officers(3)

 

 

Total Share holder Return

 

 

Peer Group Total Share holder Return(4)

 

 

Net Income

 

 

Company
Selected
Measure:
(Plan EBIT)(5)

 

(a)

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(g)

 

 

(h)

 

 

(i)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2023

 

$

9,513,410

 

 

$

15,054,952

 

 

$

2,289,448

 

 

$

3,107,267

 

 

$

246.59

 

 

$

172.96

 

 

$

258,856,000

 

 

$

396,265,000

 

2022

 

$

6,905,687

 

 

$

5,175,449

 

 

$

3,025,003

 

 

$

2,894,691

 

 

$

165.91

 

 

$

164.73

 

 

$

261,164,000

 

 

$

358,360,000

 

2021

 

$

5,773,120

 

 

$

12,555,590

 

 

$

1,951,232

 

 

$

2,120,931

 

 

$

152.13

 

 

$

164.01

 

 

$

244,157,000

 

 

$

334,076,000

 

2020

 

$

8,465,476

 

 

$

13,305,587

 

 

$

2,051,057

 

 

$

2,342,408

 

 

$

103.02

 

 

$

112.80

 

 

$

287,450,000

 

 

$

400,500,000

 

 

(1)
Jack Sinclair was PEO for each of fiscal 2023, 2022, 2021 and 2020.

 

(2)
Non-PEO NEOs whose average compensation is reflected in columns (d) and (e) consist of Lawrence P. Molloy and J. Scott Neal for each of the fiscal years presented; Brandon F. Lombardi for fiscal 2023, 2022 and 2021; Nicholas Konat for fiscal 2023 and 2022; Denise A. Paulonis, former Chief Financial Officer, for fiscal 2021 and 2020; Gilliam D. Phipps, former Senior Vice President, Chief Marketing Officer, for fiscal 2021 and 2020; and David M. McGlinchey, former Chief Format Officer, for fiscal 2020.
(3)
Compensation actually paid as reflected in columns (c) and (e) was calculated in accordance with SEC rules based on the Total Compensation as reflected in the Summary Compensation Table adjusted to present the value of equity-based compensation based on estimated year-end value. The following tables reflect the adjustments made from the Summary Compensation Total to compensation actually paid for the PEO and the Non-PEO NEOs:

 

PEO Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

 

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

Fiscal Year
2023
(For PEO)

 

Fiscal Year
2022
(For PEO)

 

Fiscal Year
2021
(For PEO)

 

Fiscal Year
2020
(For PEO)

 

Summary Compensation Table Total

$

9,513,410

 

$

6,905,687

 

$

5,773,120

 

$

8,465,476

 

(Minus): Change in Actuarial Present Value of Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

Plus: Service Costs and Prior Service Cost for Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(6,288,425

)

$

(4,149,868

)

$

(4,182,088

)

$

(3,328,866

)

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

9,440,055

 

$

3,296,040

 

$

5,276,056

 

$

6,304,580

 

Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

2,111,723

 

$

(1,418,423

)

$

5,129,300

 

$

1,621,753

 

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

 

—

 

 

—

 

 

—

 

 

—

 

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

278,189

 

$

542,013

 

$

559,202

 

$

242,644

 

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

 

—

 

 

—

 

 

—

 

 

—

 

Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

 

—

 

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

15,054,952

 

$

5,175,449

 

$

12,555,590

 

$

13,305,587

 

 

Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

 

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

Fiscal Year
2023
(Average For Non-PEO NEOs)

 

Fiscal Year
2022
(Average For Non-PEO NEOs)

 

Fiscal Year
2021
(Average For Non-PEO NEOs)

 

Fiscal Year
2020
(Average For Non-PEO NEOs)

 

Summary Compensation Table Total

$

2,289,448

 

$

3,025,003

 

$

1,951,232

 

$

2,051,057

 

(Minus): Change in Actuarial Present Value of Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

Plus: Service Costs and Prior Service Cost for Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(792,302

)

$

(1,602,240

)

$

(1,312,866

)

$

(849,367

)

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

782,268

 

$

1,443,242

 

$

1,475,337

 

$

1,107,135

 

Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

616,334

 

$

382

 

$

277,264

 

$

29,960

 

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

 

—

 

 

—

 

 

—

 

 

—

 

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

385,208

 

$

28,304

 

$

72,500

 

$

3,623

 

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

$

(173,689

)

 

—

 

$

(342,536

)

 

—

 

Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

 

—

 

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

3,107,267

 

$

2,894,691

 

$

2,120,931

 

$

2,342,408

 

 

In accordance with the applicable requirements, the fair values of unvested and outstanding equity awards to the NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table.

•
For options, the fair values as of each measurement date were determined using a Black-Scholes model, with assumptions and methodologies regarding volatility, dividend yield, and risk-free rates that are generally consistent with those used to estimate fair value at grant under GAAP. The expected life of options as of each measurement date is estimated based on consideration of consistency with the original valuation assumptions for the grant, the circumstances of the grant at the measurement date, and other relevant factors under GAAP.
•
For performance shares, fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.
•
For RSUs, the fair value is equal to the stock price on the appropriate measurement date.

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the footnotes to the Summary Compensation Table of this proxy statement.

 

 

Fiscal Year 2023

Restricted Stock Units

 

Stock Price

$32.37 - $48.11

Performance Shares

 

Financial Metric Multiplier

0% - 100%

Stock Options

 

Expected Term

4.50 years

Strike Price

$16.47 - $32.95

Volatility

30.29% - 43.01%

Dividend Yield

0.00%

Risk-Free Interest Rate

3.71% - 5.20%

 

(4)
Total Stockholder Return, or “TSR,” and Peer Group TSR reflect our TSR compared to that of the S&P Food Retail Index (referred to as the “Peer Group Index”). The dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, the Company’s common stock and the Peer Group Index on the last trading day of fiscal 2019.
In accordance with SEC rules, the table must include, in addition to relative TSR and net income, a Company-Selected Measure. We have included Plan EBIT, a non-GAAP measure defined as Adjusted EBIT, as may be further adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the compensation committee of our board deems appropriate. Plan EBIT is a key measure used in determining our annual performance-based cash bonuses and payouts of performance shares. See Appendix A for more information. 		     
Company Selected Measure Name Plan EBIT Plan EBIT Plan EBIT Plan EBIT
Named Executive Officers, Footnote
(2)
Non-PEO NEOs whose average compensation is reflected in columns (d) and (e) consist of Lawrence P. Molloy and J. Scott Neal for each of the fiscal years presented; Brandon F. Lombardi for fiscal 2023, 2022 and 2021; Nicholas Konat for fiscal 2023 and 2022; Denise A. Paulonis, former Chief Financial Officer, for fiscal 2021 and 2020; Gilliam D. Phipps, former Senior Vice President, Chief Marketing Officer, for fiscal 2021 and 2020; and David M. McGlinchey, former Chief Format Officer, for fiscal 2020.
      
Peer Group Issuers, Footnote
(4)
Total Stockholder Return, or “TSR,” and Peer Group TSR reflect our TSR compared to that of the S&P Food Retail Index (referred to as the “Peer Group Index”). The dollar amounts in columns (f) and (g) represent the value at the end of the applicable year of an assumed $100 investment in, respectively, the Company’s common stock and the Peer Group Index on the last trading day of fiscal 2019.
      
PEO Total Compensation Amount $ 9,513,410 $ 6,905,687 $ 5,773,120 $ 8,465,476
PEO Actually Paid Compensation Amount $ 15,054,952 5,175,449 12,555,590 13,305,587
Adjustment To PEO Compensation, Footnote
(3)
Compensation actually paid as reflected in columns (c) and (e) was calculated in accordance with SEC rules based on the Total Compensation as reflected in the Summary Compensation Table adjusted to present the value of equity-based compensation based on estimated year-end value. The following tables reflect the adjustments made from the Summary Compensation Total to compensation actually paid for the PEO and the Non-PEO NEOs:

 

PEO Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

 

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

Fiscal Year
2023
(For PEO)

 

Fiscal Year
2022
(For PEO)

 

Fiscal Year
2021
(For PEO)

 

Fiscal Year
2020
(For PEO)

 

Summary Compensation Table Total

$

9,513,410

 

$

6,905,687

 

$

5,773,120

 

$

8,465,476

 

(Minus): Change in Actuarial Present Value of Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

Plus: Service Costs and Prior Service Cost for Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(6,288,425

)

$

(4,149,868

)

$

(4,182,088

)

$

(3,328,866

)

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

9,440,055

 

$

3,296,040

 

$

5,276,056

 

$

6,304,580

 

Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

2,111,723

 

$

(1,418,423

)

$

5,129,300

 

$

1,621,753

 

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

 

—

 

 

—

 

 

—

 

 

—

 

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

278,189

 

$

542,013

 

$

559,202

 

$

242,644

 

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

 

—

 

 

—

 

 

—

 

 

—

 

Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

 

—

 

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

15,054,952

 

$

5,175,449

 

$

12,555,590

 

$

13,305,587

 
     
Non-PEO NEO Average Total Compensation Amount $ 2,289,448 3,025,003 1,951,232 2,051,057
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,107,267 2,894,691 2,120,931 2,342,408
Adjustment to Non-PEO NEO Compensation Footnote

Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation

 

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

Fiscal Year
2023
(Average For Non-PEO NEOs)

 

Fiscal Year
2022
(Average For Non-PEO NEOs)

 

Fiscal Year
2021
(Average For Non-PEO NEOs)

 

Fiscal Year
2020
(Average For Non-PEO NEOs)

 

Summary Compensation Table Total

$

2,289,448

 

$

3,025,003

 

$

1,951,232

 

$

2,051,057

 

(Minus): Change in Actuarial Present Value of Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

Plus: Service Costs and Prior Service Cost for Pension Benefits

 

—

 

 

—

 

 

—

 

 

—

 

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(792,302

)

$

(1,602,240

)

$

(1,312,866

)

$

(849,367

)

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

782,268

 

$

1,443,242

 

$

1,475,337

 

$

1,107,135

 

Plus/(Minus): Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

616,334

 

$

382

 

$

277,264

 

$

29,960

 

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

 

—

 

 

—

 

 

—

 

 

—

 

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

385,208

 

$

28,304

 

$

72,500

 

$

3,623

 

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

$

(173,689

)

 

—

 

$

(342,536

)

 

—

 

Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

 

—

 

 

—

 

 

—

 

 

—

 

Compensation Actually Paid

$

3,107,267

 

$

2,894,691

 

$

2,120,931

 

$

2,342,408

 
     
Equity Valuation Assumption Difference, Footnote

The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal years. For more information, please see Note 26 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the footnotes to the Summary Compensation Table of this proxy statement.

 

 

Fiscal Year 2023

Restricted Stock Units

 

Stock Price

$32.37 - $48.11

Performance Shares

 

Financial Metric Multiplier

0% - 100%

Stock Options

 

Expected Term

4.50 years

Strike Price

$16.47 - $32.95

Volatility

30.29% - 43.01%

Dividend Yield

0.00%

Risk-Free Interest Rate

3.71% - 5.20%
     
Compensation Actually Paid vs. Total Shareholder Return

img145014780_37.jpg 

      
Compensation Actually Paid vs. Net Income

img145014780_38.jpg 

      
Compensation Actually Paid vs. Company Selected Measure

img145014780_39.jpg 

      
Total Shareholder Return Vs Peer Group

img145014780_36.jpg 

      
Tabular List, Table

Tabular Disclosure of Most Important Compensation-Related Measures. The following were the most important financial performance measures, as determined by our Company, that link compensation actually paid to our PEO and non-PEO NEOs to our Company's performance for the most recently completed fiscal year.

 

Three Most Important Company Performance Measures for Determining Executive Compensation

Plan EBIT: the Company-Selected Measure included and described in the above table

Comparable store sales: a key metric in determining payouts of our annual performance-based cash bonuses

Net sales: our net sales impacts Plan EBIT and comparable store sales
     
Total Shareholder Return Amount $ 246.59 165.91 152.13 103.02
Peer Group Total Shareholder Return Amount 172.96 164.73 164.01 112.8
Net Income (Loss) $ 258,856,000 $ 261,164,000 $ 244,157,000 $ 287,450,000
Company Selected Measure Amount 396,265,000 358,360,000 334,076,000 400,500,000
PEO Name Jack Sinclair Jack Sinclair Jack Sinclair Jack Sinclair
Measure:: 1        
Pay vs Performance Disclosure        
Name Plan EBIT      
Non-GAAP Measure Description
(5)
In accordance with SEC rules, the table must include, in addition to relative TSR and net income, a Company-Selected Measure. We have included Plan EBIT, a non-GAAP measure defined as Adjusted EBIT, as may be further adjusted for any income or expense that is unusual, non-recurring or extraordinary, as the compensation committee of our board deems appropriate. Plan EBIT is a key measure used in determining our annual performance-based cash bonuses and payouts of performance shares. See Appendix A for more information.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Comparable store sales      
Measure:: 3        
Pay vs Performance Disclosure        
Name Net sales      
PEO | Adjustment to Compensation Change in Actuarial Present Value of Pension Benefits [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0
PEO | Adjustment to Compensation Service Costs and Prior Service Cost for Pension Benefits [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Adjustment to Compensation Grant Date Fair Value of Equity Awards Granted in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (6,288,425) (4,149,868) (4,182,088) (3,328,866)
PEO | Adjustment to Compensation Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 9,440,055 3,296,040 5,276,056 6,304,580
PEO | Adjustment to Compensation Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,111,723 (1,418,423) 5,129,300 1,621,753
PEO | Adjustment to Compensation Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Adjustment to Compensation Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 278,189 542,013 559,202 242,644
PEO | Adjustment to Compensation Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Adjustment to Compensation Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation Change in Actuarial Present Value of Pension Benefits [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation Service Costs and Prior Service Cost for Pension Benefits [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation Grant Date Fair Value of Equity Awards Granted in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (792,302) (1,602,240) (1,312,866) (849,367)
Non-PEO NEO | Adjustment to Compensation Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 782,268 1,443,242 1,475,337 1,107,135
Non-PEO NEO | Adjustment to Compensation Change in Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 616,334 382 277,264 29,960
Non-PEO NEO | Adjustment to Compensation Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Adjustment to Compensation Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 385,208 28,304 72,500 3,623
Non-PEO NEO | Adjustment to Compensation Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (173,689) 0 (342,536) 0
Non-PEO NEO | Adjustment to Compensation Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0