National Vision (EYE) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with a transformation strategy focused on modernization, margin expansion, and profitable growth, resulting in 5.9% comparable store sales growth and 9% net revenue increase to $1.99B.

• CEO succession was completed in August 2025, with Alex Wilkes becoming CEO and Reade Fahs transitioning to Executive Chairman.

• The company expanded its reach to higher-value customer segments, modernized product offerings, and invested in customer experience and digital tools.

• Ended 2025 with $38.7M in cash, $332M in liquidity, and net debt to adjusted EBITDA of 1.1x after repaying $101.3M in long-term debt.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of eleven director nominees, (2) advisory approval of executive compensation (Say-on-Pay), and (3) ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Record date for voting is April 20, 2026; meeting set for June 17, 2026.

Board of directors and corporate governance

• Board consists of eleven directors, nine of whom are independent; five are women and two are racially/ethnically diverse.

• Board refreshment included two new independent directors in 2025 and updated committee compositions.

• All directors are elected annually by majority vote; robust stock ownership guidelines and regular board/committee self-assessments are in place.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.