Ellen C. Taaffe
About Ellen C. Taaffe
Ellen C. Taaffe, age 63, is Lead Independent Director at John B. Sanfilippo & Son, Inc. (JBSS), serving since January 2011 (14 years). She is a senior brand management and strategy executive with over two decades in consumer packaged goods; since 2016 she has been a clinical professor of Management and Organizations at Northwestern University’s Kellogg School of Management, and is NACD Board Leadership Fellow and NACD Directorship Certified (2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ravel (formerly Smith-Dahmer Associates LLC) | President | 2010–2015 | Led research and brand strategy consulting |
| Whirlpool Corporation | Vice President, Brand Marketing; Corporate Officer | 2007–2009 | Senior brand leadership |
| Royal Caribbean Cruises Ltd. | Senior Vice President, Marketing; Corporate Officer | 2005–2007 | Senior marketing, product development, P&L responsibility |
| PepsiCo | VP, Health & Wellness Strategy & Programming; VP Marketing (Frito-Lay Convenience Foods) | 2001–2005 (post acquisition) | Consumer food/beverage strategy; brand portfolio |
| Quaker Oats Company | Brand and Sales Management | 1984–2001 | Brand management and sales leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hooker Furniture Corporation | Director | Since 2015 | Serves on Compensation & HR, Audit, and Nominating & Governance committees; chaired Nominating & Governance 2016–2023 |
| AARP Services, Inc. | Director; Board Chair | Since 2018 | Compensation & Talent Management Committee; Nominating & Governance Committee; chaired N&G 2020–2024 |
| Northwestern University (Kellogg) | Clinical Professor (Management & Organizations) | Since 2016 | Teaches leadership; Director of Women’s Leadership Programming; speaking/ESG leadership development |
Board Governance
- Independence: The Board determined Ms. Taaffe is independent under Nasdaq Listing Rule 5605(a)(2), SEC Rule 10A-3 (Audit), Rule 10C-1 (Compensation), and is a non-employee director under Rule 16b-3 .
- Lead Independent Director: Re-appointed in October 2024 for a two-year term; responsibilities include coordinating agendas, liaising with chair/CEO, leading executive sessions, and engaging major shareholders .
- Committee assignments: Chair, Compensation & Human Resources (CHR); Member, Audit; Member, Nominating & Governance (N&G) .
- Committee meeting cadence FY2025: Audit (5), N&G (5), CHR (7) .
- Attendance: Board held seven meetings in FY2025; each director attended at least 85% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance strengths: All Audit, N&G, and CHR committees comprised entirely of independent directors; quarterly cybersecurity/AI oversight by Audit; regular executive sessions; robust shareholder engagement; anti-pledging policy for insiders .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $79,000 | |
| CHR Committee Chair retainer | $20,000 | |
| Audit + N&G Committee member retainers | $18,000 total (2 × $9,000) | |
| Lead Independent Director retainer | $20,000 | |
| Total cash fees earned (FY2025) | $137,000 | |
| Director equity grant (RSUs, annual) | $104,000 grant policy (program-wide) | |
| Stock awards recognized (FY2025) | $100,933 (grant date fair value) | |
| Total director compensation (FY2025) | $237,933 |
- Program structure: Non-employee director compensation reviewed annually by CHR Committee with independent consultant; annual equity grant increased by $10,000 to $104,000 in October 2024 .
- Consultant independence: Pearl Meyer served as independent compensation consultant; Committee determined no conflicts of interest .
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value (USD) | Vesting / Settlement |
|---|---|---|---|---|
| RSUs (director annual grant) | Nov 20, 2024 | 1,268 RSUs for each Outside Director (based on $82.04 close at grant) | $104,000 program value; reported fair value $100,933 | Scheduled to vest Oct 29, 2025; payable in shares at vest or deferred until service end |
- Structure: Director equity is RSUs with one-year vesting aligned to Board Year; no options disclosed for directors; responsible use of equity promotes retention and alignment .
- Clawbacks/hedging: Company compensation subject to clawback; anti-hedging policy prohibits hedging by directors .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | CHR Committee members (Taaffe, Forbes Lieberman, Romero) had no insider participation, no related party transactions, and no interlocks with other companies’ compensation committees . |
| Controlled company context | Despite controlled status, JBSS uses fully independent committees for Audit, N&G, and CHR . |
Expertise & Qualifications
- Consumer packaged goods leadership; brand and portfolio management; P&L; marketing and product development at PepsiCo, Quaker, Royal Caribbean, Whirlpool .
- Governance credentials: NACD Board Leadership Fellow; NACD Directorship Certified; chairs CHR and previously chaired N&G; service on public and nonprofit boards .
- Leadership development and ESG: Faculty leadership roles and ESG continuous learning; talent development expertise .
Equity Ownership
| Holding (as of Sep 2, 2025) | Amount | Notes |
|---|---|---|
| Common Stock (incl. RSUs convertible within 60 days) | 11,321 shares total | |
| Direct Common shares | 1,004 | |
| RSUs (vested or vesting within 60 days) | 10,317 | |
| Ownership % of Common | Less than 1% (*) |
- Stock ownership guidelines: Outside Directors must hold the lesser of 10,500 eligible shares or a value equal to 4× annual cash retainer; Committee determined all directors are meeting or on track to meet guidelines .
- Anti-pledging: No director or executive officer has directly pledged company shares; Audit Committee reviews pledging matters quarterly .
- Section 16 compliance: No late filings noted for Ms. Taaffe in FY2025; company reported a few late Forms 4 for other insiders .
Governance Assessment
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Positives:
- Independent Lead Director with formal authority; independent oversight across key committees; regular executive sessions .
- Strong engagement and governance enhancements; quarterly cyber/AI oversight; anti-pledging and anti-hedging policies; high say-on-pay support (98.5%) indicating investor confidence .
- Transparent director pay with balanced cash/equity and modest equity use; RSUs facilitate alignment; independent consultant used .
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Potential concerns/monitoring items:
- Controlled company structure (family trusts hold majority voting power); however, JBSS maintains independent committees and reaffirms independent oversight .
- Related-party lease with Selma Investments, LLC continues through 2026; overseen by Audit Committee under formal RPT policy; no linkage to Ms. Taaffe .
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Net view: Ms. Taaffe’s role as Lead Independent Director and CHR Chair, with solid attendance, independence, and balanced compensation/ownership, supports board effectiveness and investor alignment at JBSS .