James Pappas
About James C. Pappas
James C. Pappas (age 43) is Chairman of the Board at Innovative Food Holdings (IVFH) and has served as a director since January 30, 2020. He is deemed an independent director by the Board. Pappas is Managing Member of JCP Investment Management and JCP Investment Holdings, with prior investment banking roles at Goldman Sachs (Leveraged Finance) and Bank of America Securities. He holds a BBA and a Master’s in Finance from Texas A&M University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JCP Investment Management / JCP Investment Holdings | Managing Member / Sole Member | June 2009–present | Activist/value investor; led multiple public-company board campaigns and strategic outcomes |
| Goldman Sachs (Investment Banking / Leveraged Finance) | Associate | 2005–2007 | Advised on LBOs/recaps/refis for PE and corporates |
| Bank of America Securities (Consumer & Retail IB) | Analyst/Associate | Pre-2005 | Advised on M&A, financings, restructurings |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| United Natural Foods, Inc. (NYSE: UNFI) | Independent Director | Since Sept 2023 | Large U.S. natural & specialty food distributor |
| Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) | Director | Since Dec 2024 | Full-service restaurant chain |
| Tandy Leather Factory, Inc. (NASDAQ: TLF) | Director | 2016–2025 | Retail/wholesale leather goods; served through 2025 |
| Jamba, Inc. (NASDAQ: JMBA) | Director | 2015–2018 | Served until sale in Sept 2018 |
| U.S. Geothermal Inc. (NYSEMKT: HTM) | Director | 2016–2018 | Served until sale in Apr 2018 |
| The Pantry, Inc. (NASDAQ: PTRY) | Director | 2014–2015 | Served until sale in Mar 2015 |
| Morgan’s Foods, Inc. (OTC: MRFD) | Chairman (Director since 2012) | 2013–2014 | Company acquired in 2014 |
Board Governance
- Independence and leadership: Pappas is Chairman and is one of three independent directors on a five-member board; CEO and COO are not independent. The Board separates Chair and CEO roles, and holds non-management executive sessions at least twice per year.
- Committees (as of proxy): Member, Compensation Committee and Nominating & Corporate Governance Committee; not on Audit. Committee chairs: Audit—Denver J. Smith (financial expert); Compensation—Hank Cohn; Nominating & Governance—Mark Schmulen.
- Attendance and engagement: In 2024, the Board met 6 times; all directors attended at least 75% of meetings. Audit/Comp/Nominating committees met 4/2/2 times, respectively.
- Board refresh: 2025 proxy indicated long-time directors Sam Klepfish, Hank Cohn, and Jefferson Gramm stepped down and board size shrank from eight to five. 2025 AGM re-elected Bennett, Pappas, Schmulen, Smith, and Smallwood.
- Shareholder voting support (2025 AGM):
- Director election (Pappas): For 31,683,823; Against 65,550; Abstain 21,880.
- Say-on-Pay: For 31,517,479; Against 161,887; Abstain 91,887.
- Auditor ratification (Stephano Slack LLC): For 31,687,185; Against 15,658; Abstain 68,410.
Fixed Compensation (Director)
| Component | Amount/Policy |
|---|---|
| Annual cash retainer | $0 (directors serve without compensation) |
| Meeting fees | $0 (not paid) |
| Committee membership/chair fees | $0 (not paid) |
Performance Compensation (Director)
| Instrument | Grant Date | Quantity/Value | Vesting/Performance Metrics |
|---|---|---|---|
| None disclosed for directors | — | — | IVFH discloses directors serve without compensation; no director equity or options disclosed. |
Note: Executive equity awards (e.g., CEO/COO/CFO “Value Achievement Awards” and SARs) are separate and not applicable to non-employee directors.
Other Directorships & Interlocks
| Relationship | Details | Governance Consideration |
|---|---|---|
| Large shareholder/activist linkage | Pappas is Managing Member of JCP; beneficial owner of 18.3% of IVFH via JCP entities | Strong alignment via ownership; also potential influence. 2020 “Pappas Agreement” included standstill and board support provisions. |
| Industry overlap | Director at UNFI (natural/specialty food distributor) and Red Robin (restaurant chain) | Potential ecosystem interlock; no related-party transactions disclosed with IVFH. Monitor for conflicts given industry adjacency. |
Expertise & Qualifications
- Capital allocation and corporate finance (activism, board M&A outcomes) and leveraged finance (Goldman Sachs), consumer/retail advisory (Bank of America).
- Board identifies needed skills on IVFH board as leadership/strategy, financial expertise, marketing/consumer, and capital management—capabilities Pappas is cited as bringing.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Detail |
|---|---|---|---|
| James C. Pappas (Director) | 9,909,167 | 18.3% | Includes 8,290,675 shares held by JCP Investment Partnership, LP and 1,618,492 in an account managed by JCP Investment Management, LLC; Pappas is managing member/sole member of related entities. As of May 1, 2025. |
| Notes | — | — | No pledging or hedging disclosures specific to Pappas found in proxy; company adopted insider trading policy on Feb 21, 2024 covering directors/officers. |
Governance Assessment
-
Positives
- High ownership alignment: Pappas beneficially owns 18.3% of IVFH, aligning incentives with shareholders.
- Independent Chair and committee roles (Compensation; Nominating & Governance); separation of Chair/CEO roles; non-management executive sessions planned at least twice annually.
- Engagement: All directors ≥75% attendance in 2024; board refresh to 5 directors; strong shareholder support for director slate and Say-on-Pay in 2025.
- Cost discipline signal: Directors serve without compensation (no retainers/fees).
-
Watch items / potential red flags
- Blockholder influence: Large stake and prior 2020 “Pappas Agreement” (standstill/board support) can concentrate influence; ensure robust independent oversight and transparent processes.
- Interlocks/industry adjacency: Board service at UNFI (distribution) and Red Robin (restaurant) could create perceived conflicts; no related-party transactions disclosed, but monitor future transactions/overlaps.
- Committee evolution: 2025 departures changed board composition; confirm post-AGM committee reconstitution to maintain independence and financial expertise (Audit retains an “expert”).
-
Shareholder alignment indicators
- Say-on-Pay passed comfortably in 2025, indicating broad investor support for compensation framework.
- Insider trading and ethics policies updated; directors/officers required to disclose potential conflicts.
No director-specific cash or equity compensation is disclosed for Pappas; he receives no director fees and holds IVFH equity via JCP-affiliated entities.
Appendix: Key Board and Voting Data (2024–2025)
- Committee assignments and chairs (proxy): Pappas—Compensation (member); Nominating & Corporate Governance (member). Chairs: Audit—Smith (financial expert); Compensation—Cohn; Nominating & Governance—Schmulen.
- Meetings/attendance 2024: Board—6; Audit—4; Compensation—2; Nominating—2; all directors ≥75% attendance.
- 2025 AGM voting results:
- Pappas elected (For 31,683,823; Against 65,550; Abstain 21,880).
- Say-on-Pay approved (For 31,517,479; Against 161,887; Abstain 91,887).
- Auditor (Stephano Slack) ratified (For 31,687,185; Against 15,658; Abstain 68,410).