SPROUTS FARMERS MARKET, INC., DEF 14A filed on 4/8/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 29, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Sprouts Farmers Market, Inc.
Entity Central Index Key 0001575515
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Jan. 01, 2023
Jan. 02, 2022
Jan. 03, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed
$100 Investment based on:(4)
YearSummary 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 ReturnPeer Group Total Share holder Return(4)Net IncomeCompany
Selected
Measure:
(Plan EBIT)(5)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
2024$12,242,448 $63,865,510 $2,915,480 $9,328,934 $658.64 $241.39 $380,601,000 $504,497,000 
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 
        
Company Selected Measure Name Plan EBIT        
Named Executive Officers, Footnote Jack Sinclair was PEO for each of reported fiscal years (2020-2024).
(2)Non-PEO NEOs whose average compensation is reflected in columns (d) and (e) consist of the following individuals:
2024:
J. Scott Neal, Nicholas Konat, Curtis Valentine, James Bahrenburg
2023:
J. Scott Neal, Nicholas Konat, Lawrence P. Molloy, Brandon F. Lombardi
2022:
J. Scott Neal, Nicholas Konat, Lawrence P. Molloy, Brandon F. Lombardi
2021:
J. Scott Neal, Lawrence P. Molloy, Brandon F. Lombardi, Denise A. Paulonis, Gilliam D. Phipps
2020:
J. Scott Neal, Lawrence P. Molloy, Brandon F. Lombardi, Denise A. Paulonis, Gilliam D. Phipps, David M. McGlinchey
        
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 $ 12,242,448 $ 9,513,410 $ 6,905,687 $ 5,773,120 $ 8,465,476
PEO Actually Paid Compensation Amount $ 63,865,510 15,054,952 5,175,449 12,555,590 13,305,587
Adjustment To PEO Compensation, Footnote
(3)Compensation actually paid , or "CAP", 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 CAP 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 PaidFiscal Year
2024
(For PEO)		Fiscal Year
2023
(For PEO)		Fiscal Year
2022
(For PEO)		Fiscal Year
2021
(For PEO)		Fiscal Year
2020
(For PEO)
Summary Compensation Table Total$12,242,448 $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
$(5,585,190)$(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
$18,946,213 $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
$35,425,002 $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
$2,837,037 $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$63,865,510 $15,054,952 $5,175,449 $12,555,590 $13,305,587 
        
Non-PEO NEO Average Total Compensation Amount $ 2,915,480 2,289,448 3,025,003 1,951,232 2,051,057
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,328,934 3,107,267 2,894,691 2,120,931 2,342,408
Adjustment to Non-PEO NEO Compensation Footnote Compensation actually paid , or "CAP", 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 CAP for the PEO and the Non-PEO NEOs:
Non-PEO NEOs Summary Compensation Table to Compensation Actually Paid Equity Award Adjustments Reconciliation
Reconciliation of Summary Compensation Table Total to Compensation Actually PaidFiscal Year
2024
(Average For Non-PEO NEOs)		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$2,915,480 $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
$(806,777)$(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
$2,613,205 $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
$4,177,653 $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
$429,373 $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$9,328,934 $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 25 to our consolidated financial statements
included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 and the footnotes to the Summary Compensation Table of this proxy statement.
Fiscal Year 2024
Restricted Stock Units
Stock Price
$48.11 - $128.50
Performance Shares
Financial Metric Multiplier
150% - 200%
Stock Options
Expected Term
0.57 years - 1.83 years
Strike Price
$24.42 - $61.15
Volatility
27.00% - 34.00%
Dividend Yield0.00%
Risk-Free Interest Rate
4.14% - 5.20%
        
Compensation Actually Paid vs. Total Shareholder Return
4052
        
Compensation Actually Paid vs. Net Income
4054
        
Compensation Actually Paid vs. Company Selected Measure
4056
        
Total Shareholder Return Vs Peer Group
4050
        
Tabular List, Table
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 $ 658.64 246.59 165.91 152.13 103.02
Peer Group Total Shareholder Return Amount 241.39 172.96 164.73 164.01 112.80
Net Income (Loss) $ 380,601,000 $ 258,856,000 $ 261,164,000 $ 244,157,000 $ 287,450,000
Company Selected Measure Amount 504,497,000 396,265,000 358,360,000 334,076,000 400,500,000
PEO Name Jack Sinclair        
Additional 402(v) Disclosure
In accordance with the applicable requirements, the fair values of unvested and outstanding equity awards to the NEOs were re-measured 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.
        
Stock Price, Minimum $ 48.11        
Stock Price, Maximum $ 128.50        
Performance Shares, Financial Metric Multiplier, Minimum 150.00%        
Performance Shares, Financial Metric Multiplier, Maximum 200.00%        
Stock Options, Expected Term, Minimum 6 months 25 days        
Stock Options, Expected Term, Maximum 1 year 9 months 29 days        
Stock Options, Strike Price, Maximum $ 24.42        
Stock Options, Strike Price, Minimum $ 61.15        
Stock Options, Volatility Rate, Minimum 27.00%        
Stock Options, Volatility Rate, Maximum 34.00%        
Stock Options, Dividend Yield 0.00%        
Stock Options, Risk Free Rate, Minimum 4.14%        
Stock Options, Risk Free Rate, Maximum 5.20%        
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 talent and 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 | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,585,190) (6,288,425) (4,149,868) (4,182,088) (3,328,866)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,946,213 9,440,055 3,296,040 5,276,056 6,304,580
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 35,425,002 2,111,723 (1,418,423) 5,129,300 1,621,753
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,837,037 278,189 542,013 559,202 242,644
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (806,777) (792,302) (1,602,240) (1,312,866) (849,367)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,613,205 782,268 1,443,242 1,475,337 1,107,135
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,177,653 616,334 382 277,264 29,960
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 429,373 385,208 28,304 72,500 3,623
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 (173,689) 0 (342,536) 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 29, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information for the purpose of affecting the value of employee or board compensation, although grants are generally made when our trading window under our insider trading policy is open. Grants to current employees are generally effective approximately 10 business days following the date of the talent and compensation committee meeting approving such grants. Grants to new or newly promoted employees, including potential NEOs, are typically made at the next regularly scheduled talent and compensation committee meeting following the employee's start or promotion date.
Award Timing Method Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information for the purpose of affecting the value of employee or board compensation, although grants are generally made when our trading window under our insider trading policy is open. Grants to current employees are generally effective approximately 10 business days following the date of the talent and compensation committee meeting approving such grants. Grants to new or newly promoted employees, including potential NEOs, are typically made at the next regularly scheduled talent and compensation committee meeting following the employee's start or promotion date.
Award Timing Predetermined true
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 29, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true