Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Naomi Kelman to Board of Directors
Effective September 14, 2020, the Board of Directors (the "Board") of National
Vision Holdings, Inc. ("National Vision" or the "Company") increased the size of
the Board by one director (to a total size of eight directors) and filled the
vacancy created by such increase by appointing Naomi Kelman, age 61, as a Class
I director, effective September 14, 2020. Ms. Kelman will hold office until the
date of the Company's 2021 Annual Meeting of Stockholders and until her
successor shall be elected and qualified or until her earlier death,
resignation, retirement, disqualification or removal.
Ms. Kelman served as the President and Chief Executive Officer of Willow, an
innovative medtech company in Silicon Valley, from 2014 to 2019. Prior to that,
Ms. Kelman served as the Global Division Head of the Novartis Over-the-Counter
Division and a member of the Executive Committee from 2011 to 2012. From 2000 to
2011, Ms. Kelman worked at Johnson & Johnson, holding multiple executive and
management roles, including as president of Vistakon (Acuvue contact lenses) and
Lifescan (One Touch diabetes monitor). Ms. Kelman also previously led global
expansion initiatives during her time at Clairol from 1984 to 2000. Ms. Kelman
was selected to our Board because of her leadership and business expertise, her
knowledge and background with healthcare companies, including in the optical
industry, and her expertise in digital transformation and scaling consumer
growth.
The Board has determined that Ms. Kelman qualifies as an independent director
under the corporate governance standards of NASDAQ and the independence
requirements of Rule 10A-3 of the Exchange Act. Ms. Kelman was not appointed to
the Board pursuant to any arrangement or understanding with any other person.
Ms. Kelman has no family relationships with any director or executive officer of
the Company and there are no transactions in which Ms. Kelman has an interest
requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Kelman will be entitled to the annual compensation paid to independent
non-employee directors, consisting of a cash retainer of $75,000 (prorated for
2020), payable quarterly in arrears, and $100,000 paid in restricted stock
pursuant to the National Vision Holdings, Inc. 2017 Omnibus Incentive Plan (the
"Omnibus Incentive Plan"). In connection with her appointment to the Board on
September 14, 2020, Ms. Kelman was granted a $100,000 restricted stock award of
the Company's common stock pursuant to the Omnibus Incentive Plan, which will
vest in three equal installments on each of the first, second and third
anniversaries of the grant date, subject to continued service through the
applicable vesting date.
The Company and Ms. Kelman will enter into the Company's standard form of
indemnification agreement for directors, a copy of which was previously filed as
Exhibit 10.36 to Amendment No. 2 to the Registration Statement on Form S-1 (File
No. 333-220719) and is incorporated herein by reference.
Resignation of Nate Taylor from Board of Directors
On September 17, 2020, Nate Taylor resigned from the Board, effective
immediately. Mr. Taylor, who has served on the Board since February 2014, was a
Class I director with a term set to expire at the Company's 2021 Annual Meeting
of Stockholders. At the time of his resignation, Mr. Taylor served as
Chairperson of the Board and a member of the Compensation Committee and
Nominating and Corporate Governance Committee of the Board. Mr. Taylor confirmed
his departure was due to other professional obligations and was not due to any
disagreements with the Company.
Appointment of D. Randy Peeler as Chairperson of Board of Directors and to
Compensation Committee
On September 17, 2020, following Mr. Taylor's resignation, the Board decreased
the size of the Board by one director (to a total size of seven directors) and
appointed Mr. D. Randy Peeler to serve as Chairperson of the Board effective on
September 17, 2020. In addition, effective September 17, 2020, the Board
appointed Mr. Peeler to the Compensation Committee.

Item 7.01 Regulation FD Disclosure. A copy of the press release issued by the Company announcing the appointment of Ms. Kelman described in Item 5.02 is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information included in this Current Report on Form 8-K is being furnished under Item 7.01, "Regulation FD Disclosure" of Form 8-K. As such, the information herein shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index immediately preceding the signature page hereto, which is
incorporated herein by reference.

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