James W. Lanning
INGLES MARKETSAbout James W. Lanning
James W. Lanning is Chief Executive Officer (since March 2016) and President (since March 2003) of Ingles Markets, and has served as a director since May 2003; he joined the company in 1975 and is 65 years old . Pay-versus-performance disclosure shows CEO compensation alongside Company performance: IMKTA’s cumulative TSR on a $100 initial investment was $182 (2021), $229 (2022), $213 (2023), and $212 (2024), with net sales of $4,987,920K (2021), $5,678,835K (2022), $5,892,782K (2023), and $5,639,609K (2024); net income was $249,731K (2021), $272,759K (2022), $210,812K (2023), and $105,541K (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingles Markets, Inc. | Chief Executive Officer | 2016–present | Oversight of performance; leadership continuity |
| Ingles Markets, Inc. | President | 2003–present | Executive leadership and operations stewardship |
| Ingles Markets, Inc. | Various positions | 1975–2003 | Deep grocery industry and leadership development experience |
External Roles
No external directorships or roles for Mr. Lanning were disclosed in the proxy statements reviewed .
Fixed Compensation
Multi-year compensation (CEO):
| Year | Salary ($) | Bonus ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 1,004,375 | 1,450,000 | — | 50,991 | 2,505,366 |
| 2023 | 1,118,462 | 2,115,000 | — | 57,518 | 3,290,980 |
| 2024 | 1,120,000 | 1,945,000 | — | 67,883 | 3,132,883 |
2024 “All Other Compensation” detail (CEO):
| Component | Amount ($) |
|---|---|
| Employer Match for 401(k) Plan | 7,763 |
| Employer Match for Non-Qualified Plan | 48,669 |
| Life Insurance | 924 |
| AD&D and Long-Term Disability Insurance | 927 |
| Travel Expenses | 9,600 |
Benefits and retirement programs:
- Profit Sharing Plan (401(k)): company match $0.75 per $1 up to 5% of salary; vesting 50% after year one and 100% after year two in 2024 .
- Nonqualified Excess Plan: match $0.75 per $1 up to 2% of earnings; vest over six years; company contributions approx. $564,000 in FY2024 .
Performance Compensation
Compensation structure is cash-based. The company states no employment, change-of-control or severance agreements for Executive Officers, and bonuses are subjectively determined based on Company profitability and individual performance, approved by the Audit/Compensation Committee .
Annual bonus history (CEO):
| Year | Metric Basis | Payout ($) | Vesting |
|---|---|---|---|
| 2022 | Company profitability and individual performance (subjective) | 1,450,000 | Cash; paid annually |
| 2023 | Company profitability and individual performance (subjective) | 2,115,000 | Cash; paid annually |
| 2024 | Company profitability and individual performance (subjective) | 1,945,000 | Cash; paid annually |
Notes:
- No stock option, RSU, or PSU grants are disclosed; executive compensation elements are salary, annual cash bonuses, and benefits .
- No disclosed formulaic weightings, targets, or payout curves for CEO bonuses .
Equity Ownership & Alignment
Beneficial ownership (as of September 28, 2024):
| Holder | Class A Shares | Class B Shares | % Class A | % Class B | % Total Voting Power |
|---|---|---|---|---|---|
| James W. Lanning | 84,884 (3) | 74,884 (3) | 0.6% (3) | 1.7% (3) | 1.3% (3) |
Footnote:
- (3) Includes 74,884 Class B shares held by the Company’s Profit Sharing Plan, for which Mr. Lanning (with Robert P. Ingle II and Patricia E. Jackson) is a trustee; trustees have sole voting and dispositive power by majority vote, but each disclaims beneficial ownership of such shares .
Policies:
- Insider trading policy adopted and filed with the FY2024 Form 10-K (Dec 27, 2024) .
- No formal practices or policies stated on hedging of company securities .
- Stock ownership guidelines for executives are not disclosed in the reviewed proxies .
Insider transactions and Section 16 filings:
- Company believes reporting persons complied with Section 16(a) filing requirements during fiscal 2024 .
- A prior proxy disclosed Mr. Lanning filed one Form 4 later than due date in fiscal 2022 due to expired EDGAR codes .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | None (no employment agreements for Executive Officers) |
| Severance provisions | None (no severance agreements) |
| Change-of-control | None (no change-of-control agreements; no single/double trigger provisions) |
| Clawback provisions | Not disclosed in proxies reviewed |
| Non-compete / Non-solicit | Not disclosed in proxies reviewed |
| Deferred compensation | Executive Nonqualified Excess Plan; participant deferrals 1%–75% base pay and up to 100% bonus; company matching $0.75 up to 2% of earnings; six-year vesting |
| Pension/SERP | No SERP disclosed; retirement benefits via Profit Sharing Plan and Nonqualified Excess Plan |
| Perquisites | Health, dental, vision, life, disability insurance; travel expenses; insurance premiums included in “All Other Compensation” |
Performance & Track Record
Pay-versus-performance (PEO and Company):
| Year | CEO Total Comp ($) | Compensation Actually Paid to PEO ($) | Avg SCT Total Non-PEO NEOs ($) | Avg CAP to Non-PEO NEOs ($) | Company TSR ($100 base) | Peer TSR ($100 base) | Net Income ($000s) | Net Sales ($000s) |
|---|---|---|---|---|---|---|---|---|
| 2021 | 2,124,670 | 2,124,670 | 1,583,027 | 1,583,027 | 182 | 118 | 249,731 | 4,987,920 |
| 2022 | 2,505,366 | 2,505,366 | 1,753,173 | 1,753,173 | 229 | 117 | 272,759 | 5,678,835 |
| 2023 | 3,290,980 | 3,290,980 | 3,045,314 | 3,045,314 | 213 | 131 | 210,812 | 5,892,782 |
| 2024 | 3,132,883 | 3,132,883 | 2,867,166 | 2,867,166 | 212 | 168 | 105,541 | 5,639,609 |
Notes:
- Peer group for TSR: Ahold Delhaize, Weis Markets, Kroger, SpartanNash, Sprouts Farmers Market, Village Super Market .
Say-on-pay:
- Shareholders “overwhelmingly” approved executive compensation at the February 13, 2024 annual meeting; the Board made no material modifications thereafter .
Board Governance
Board service and roles:
- Director since May 2003; CEO since March 2016; President since March 2003 .
- Executive Committee member in fiscal 2024 (with Chairman Robert P. Ingle II and CFO Patricia E. Jackson) .
- Audit/Compensation Committee is independent (Ayers, Ferguson, Tudor); Lanning is not a member .
Governance structure:
- Controlled company under Nasdaq rules due to voting power held by Chairman Robert P. Ingle II; may elect not to have a majority-independent board or a separate nominating committee .
- Independent directors: Ayers, Ferguson, Lowden, Tudor (as of 2024) .
- Board and committee meeting attendance: other than Mr. Lowden, each director attended at least 75% of meetings in FY2024 .
- Outside director compensation (cash-only retainer and meeting fees) is disclosed; executive directors are not listed in this director cash compensation table .
Dual-role implications:
- CEO is also a director; Chairman role is separate and held by the controlling shareholder (Robert P. Ingle II), concentrating voting control (approx. 72.5% total voting power) and limiting minority shareholder influence; the Board opposed a 2025 shareholder proposal to increase board size and Class A representation, noting Chairman’s control would defeat it .
Related Party and Risk Indicators
- Related party transactions include leases and a property swap involving entities with Chairman Robert P. Ingle II as a principal; these were approved under the Company’s Related Party Transactions policy with independent appraisals .
- Legal proceedings: no material legal proceedings involving directors or named executive officers .
- Hedging policy: no formal hedging practices or policies for associates or directors .
- Section 16 compliance: reporting persons were compliant in FY2024 per Company disclosure ; one late Form 4 by Lanning in FY2022 due to expired EDGAR codes was disclosed previously .
Compensation Committee Analysis
- Committee comprised entirely of independent directors (Ayers, Ferguson, Tudor) and acts as both Audit and Compensation Committee; decisions on executive bonuses are subjectively determined by Chairman, CEO, and management, then approved by the committee; no independent compensation consultant usage is disclosed .
- Elements show increased reliance on cash bonuses with no disclosed equity grants, reducing explicit long-term equity alignment .
Equity Ownership & Alignment (Summary points)
- Lanning’s reported beneficial ownership is small relative to outstanding shares and includes plan-trust shares over which he is a co-trustee but disclaims beneficial ownership .
- No disclosures of pledged shares or option/RSU holdings for Lanning in reviewed materials .
Investment Implications
- Pay-for-performance alignment is primarily cash-based with subjectively determined annual bonuses; absence of equity awards and formal performance metrics could dampen long-term equity alignment signals compared to peers that use RSUs/PSUs .
- Governance risks stem from controlled company status and concentrated voting power; minority shareholder influence is limited despite proposals to expand board size and Class A representation .
- Lanning’s beneficial ownership is modest and includes plan-trust shares he disclaims, suggesting limited personal “skin in the game,” though decades-long tenure indicates stability; no severance or change-of-control agreements reduce guaranteed exit economics and may constrain management entrenchment incentives .
- Company TSR and profitability trends show strong performance through 2022 followed by lower net income in 2024, which could pressure cash bonus outcomes; continued subjective bonus determinations should be monitored for consistency with disclosed performance .