National Vision Appoints Jim McGrann and Michael Nicholson to Board of Directors Enters into Cooperation Agreement with Engine Capital DULUTH, Ga.

National Vision Appoints Jim McGrann and Michael

Nicholson to Board of Directors

Enters into Cooperation Agreement with Engine

DULUTH, Ga. -- March 17, 2025 -- National Vision

Holdings, Inc. (NASDAQ: EYE) ("National Vision" or the "Company") today announced the appointment of two new independent

directors, Jim McGrann and Michael Nicholson to its Board of Directors (the "Board"), effective March 17, 2025. Mr. McGrann

will serve on the Board's Compensation Committee and Mr. Nicholson will serve on the Board's Audit Committee and Nominating

and Corporate Governance Committee. With the addition of Messrs. McGrann and Nicholson, the Board will expand from 9 to 11 members. The

Board has also formed an Advisory Committee that will help oversee National Vision's ongoing transformation initiatives with the

help of the Company's consultant. The committee will be comprised of two existing National Vision directors, Randy Peeler and Susan

Johnson, as well as Messrs. McGrann and Nicholson.

The director appointments announced today are

being made in connection with a Cooperation Agreement (the "Agreement") with Engine Capital, LP and certain of its affiliates

Mr. McGrann is an eye care industry veteran with

nearly 30 years of experience across the industry serving in Chief Executive Officer, Chief Technology Officer and Chief Information Officer

roles throughout his career. Mr. McGrann currently serves as CEO of Advancing Eyecare, a leading provider of ophthalmic instruments, and

previously led Professional Eye Care Associates of America (PECAA), VSP Global and VSP Vision Care, among other positions. He began his

career as a management consultant for 15 years and was a senior executive at Accenture and IBM a partner at Ernst & Young. He serves

on the board of directors of the private optical software company, Ocuco, and previously served on the board of directors of the private

optical company, Keplr. He is the current chairman of the board for Prevent Blindness. Mr. McGrann holds a Bachelor of Science in Industrial

Engineering from Columbia University.

Mr. Nicholson is a seasoned retail executive with

extensive expertise in business transformation, operations, and finance. He currently serves as the President and Chief Operating Officer

of J.Crew Group, where he has held multiple leadership roles, including Interim Chief Executive Officer and Chief Financial Officer. Prior

to joining J.Crew, Mr. Nicholson was the Chief Operating Officer and Chief Financial Officer at ANN INC. and Victoria's Secret Beauty.

His career also includes senior leadership positions at Colgate-Palmolive, Altria, and PwC, where he played key roles in developing financial

strategy and implementing operational excellence. Mr. Nicholson holds a Bachelor's degree in Accounting from Niagara University

and a Master of Business Administration from St. John's University and is a Certified Public Accountant.

Randy Peeler, Chairman of the National Vision

Board, said, "As part of our ongoing efforts to add new perspectives to the Board, we are pleased to welcome Jim and Mike to our

Board. With Jim's deep experience across the optical space and Mike's robust retail background, and their respective proven

track records of operational and financial acumen, each will be immediately additive to the work we are doing. Continued refreshment is

a key pillar of our commitment to support National Vision's long-term growth objectives and the changes announced today underscore

"We are starting the year with strong momentum

across the business and we have a lot of exciting work underway as we kickstart this next phase of our transformation initiatives,"

said Reade Fahs, Chief Executive Officer of National Vision. "As we execute our plan with discipline and rigor, we will continue

to deliver value for our shareholders and other stakeholders, and I am looking forward to working alongside our new directors as we capture

the significant opportunities ahead."

Arnaud Ajdler, Founder and Portfolio Manager of

Engine, said, "We invested in National Vision because of its unique leadership position in the optical industry, its long-term growth

potential, its attractive valuation and the potential for significant margin improvement. We appreciate the productive engagement we have

had with the Company and we look forward to the contributions from these new directors to advance the Company's strategic initiatives

and enhance value for all shareholders."

The Agreement, which includes certain customary

standstill, voting and other provisions, will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to

a Current Report on Form 8-K.

Goldman Sachs is serving as financial advisor

and Sidley Austin is serving as legal counsel to National Vision. Olshan Frome Wolosky LLP is serving as legal counsel to Engine.

About National Vision Holdings, Inc.

National Vision Holdings, Inc. (NASDAQ: EYE) is one of the largest

optical retail companies in the United States with over 1,200 stores in 38 states and Puerto Rico. With a mission of helping

people by making quality eye care and eyewear more affordable and accessible, the company operates four retail brands: America's

Best, Eyeglass World, and Vista Opticals inside select Fred Meyer stores and on select military bases, and an e-commerce website DiscountContacts.com,

offering a variety of products and services for customers' eye care needs. For more information, please visit www.nationalvision.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934. These statements include,

but are not limited to, statements related to our current beliefs and expectations regarding the performance of our industry, the Company's

strategic direction, market position, prospects including remote medicine and optometrist recruiting and retention initiatives, and future

results. You can identify these forward-looking statements by the use of words such as "outlook," "guidance,"

"believes," "expects," "potential," "continues," "may," "will,"

"should," "could," "seeks," "projects," "predicts," "intends,"

"plans," "estimates," "anticipates" or the negative version of these words or other comparable words.

Caution should be taken not to place undue reliance on any forward-looking statement as such statements speak only as of the date when

made. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future

developments or otherwise, except as required by law.

Forward-looking statements are not guarantees and are subject to

various risks and uncertainties, which may cause actual results to differ materially from those implied in forward-looking

statements. Such factors include, but are not limited to, market volatility, an overall decline in the health of the economy, global

macroeconomic conditions and other factors may affect consumer spending or behavior, which could materially harm our sales,

profitability and financial condition; we may not be successful in implementing our transformation initiatives, or in anticipating

the impact of important strategic initiatives, and our plans for implementing such initiatives may be altered or delayed due to

various factors, which may have an adverse impact on our business and financial results; failure to recruit and retain vision care

professionals for in-store roles or to provide remote care offerings could adversely affect our business, financial condition and

results of operations; the optical retail industry is highly competitive, and if we do not compete successfully, our business may be

adversely impacted; our success depends upon our marketing, advertising and promotional efforts and if we are unable to implement

them successfully or efficiently, or if our competitors are more effective than we are, we may experience a material adverse effect

on our business, financial condition and results of operations; our success depends substantially on the value of our owned brands,

and failure to maintain, protect, and enhance their value could have a negative impact on our business, financial condition, and

results of operations; if we fail to open and operate new stores (including as a result of store conversions) in a timely and

cost-effective manner or fail to successfully enter new markets, our financial performance could be materially and adversely

affected; our growth is dependent on our ability to increase sales in existing stores and to successfully reinvest in existing

stores; if we are unable to successfully implement our pricing strategies, it could have an adverse impact on our business; we are a

low-cost provider and our business model relies on the low cost of inputs, and factors such as wage rate increases, inflation, cost

increases, increases in the price of raw materials and energy prices could have a material adverse effect on our business, financial

condition and results of operations; we require significant capital to fund our expanding business including updating our Enterprise

Resource Planning and Customer Relationship Management, and other technological, systems and capabilities; our growth strategy could

strain our existing resources and cause the performance of our existing stores to suffer; we are subject to risks associated with

leasing substantial amounts of space, including future increases in occupancy costs; our e-commerce and omni-channel business faces

distinct risks, and our failure to successfully manage those risks could have a negative impact on our profitability; if we fail to

retain our existing senior management team or attract qualified new personnel such failure could have a material adverse effect on

our business, financial condition and results of operations; our operating results and inventory levels fluctuate on a seasonal

basis; catastrophic events, including changing climate and weather patterns leading to severe weather and natural disasters may

cause significant business interruptions and expenditures; certain technological advances, greater availability of, or increased

consumer preferences for, vision correction alternatives to prescription eyeglasses or contact lenses, or future drug development

for the correction of vision-related problems may reduce the demand for our products and adversely impact our business and

profitability; our profitability and cash flows may be negatively affected if we are not successful in managing our inventory

balances and inventory shrinkage; we depend on our distribution centers and optical laboratories and the loss of, or disruption in

the operations of, one or more of these facilities may adversely affect our ability to process and fulfill customer orders and

deliver our products in a timely manner, or at all, and may result in quality issues, which would adversely affect our reputation,