Frank S. Pellegrino
Chief Financial Officer, Executive Vice President, Finance and Administration and Treasurer at SANFILIPPO JOHN B & SON
Executive
About Frank S. Pellegrino
Chief Financial Officer, Executive Vice President, Finance & Administration, and Treasurer of John B. Sanfilippo & Son, Inc. (JBSS). Age 51, with tenure at JBSS since January 2007; CFO since August 2021 after progressively senior finance roles (Corporate Controller, VP Finance, SVP Finance, EVP) and prior experience at W.W. Grainger (Internal Audit Manager) and PricewaterhouseCoopers (Assurance Manager) . He oversees Accounting, Finance, Treasury, Legal, Tax, IT, Contract Manufacturing, Customer Solutions, and Investor Relations . Pay-for-performance alignment is grounded in a company-wide SVA cash incentive and conservative equity usage (RSUs/PSUs), with strong say‑on‑pay support (~98.5% approval in 2024) and clawback policies in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBSS | CFO | Aug 2021–present | Oversees enterprise Finance, Treasury, Legal, Tax, IT; capital discipline; investor communications . |
| JBSS | EVP, Finance & Administration | Aug 2020–Aug 2021 | Broadened remit to administration, systems, and operations support . |
| JBSS | SVP, Finance | Aug 2012–Aug 2020 | Led finance; appointed Treasurer in Aug 2016; strengthened controls and reporting . |
| JBSS | VP Finance & Corporate Controller | Jan 2009–Aug 2012 | Consolidated controllership and finance leadership . |
| JBSS | Corporate Controller | Sep 2007–Jan 2009 | Elevated reporting and internal control rigor . |
| JBSS | Director of Accounting | Jan 2007–Sep 2007 | Foundational accounting leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| W.W. Grainger | Internal Audit Manager | Prior to 2007 | Strengthened audit frameworks and controls . |
| PricewaterhouseCoopers LLP | Assurance Manager | Prior to Grainger | Led audit engagements; GAAP/controls expertise . |
Fixed Compensation
Summary Compensation (SCT components)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 449,724 | 530,938 | 581,893 |
| Stock Awards ($) | 215,849 | 310,300 | 395,359 |
| Non-Equity Incentive ($) | 602,692 | 1,054,845 | — (no SVA payout) |
| All Other ($) | 22,101 | 30,071 | 33,956 |
| Total Compensation ($) | 1,290,366 | 1,926,154 | 1,011,208 |
All Other (perquisites and benefits) detail
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| 401(k)/HSA Matching ($) | — | 13,419 | 15,815 |
| Executive Life Insurance ($) | — | 2,529 | 2,541 |
| Car Allowance/Personal Use ($) | — | 14,123 | 15,600 |
| Total All Other ($) | 22,101 | 30,071 | 33,956 |
Design features and governance:
- No employment agreements for NEOs .
- Clawback/recoupment policies applicable to cash bonuses; PSUs/RSUs under Omnibus Plan with anti-hedging policy .
- Compensation oriented around >50th percentile targets with conservative equity grants (particularly for CFO) .
Performance Compensation
SVA (Sanfilippo Value Added) annual cash incentive
| Year | Salary Used ($) | Target Salary % | SVA Improvement Multiple | Payout ($) |
|---|---|---|---|---|
| FY 2024 | 527,423 | 100% | 2.00x (max) | 1,054,845 |
| FY 2025 | 581,893 | 100% | 0.00x (below threshold) | 0 |
Equity incentives (RSUs/PSUs)
| Grant Date | Award Type | Units Granted | Vesting Terms | Grant-Date Value/Unit Basis |
|---|---|---|---|---|
| Nov 20, 2024 | RSU | 4,388 | RSUs vest on 3-year cliff per Omnibus Plan | $316,287 total; $72.08/share basis |
| Nov 20, 2024 | PSU | 1,097 | 33-month performance; vests pro‑rata; settled >= target or actual on change-in-control | $79,072 total; $72.08/share basis |
| Nov 16, 2023 | RSU | 2,991 | RSUs vest on 3-year cliff | $248,223 total; $82.99/share basis |
| Nov 16, 2023 | PSU | 748 | 3-year performance (bar/channel metrics in FY24 PSU design) | $62,077 total; $82.99/share basis |
| Nov 17, 2022 | RSU | 3,005 | RSUs vest on 3-year cliff | — |
PSU performance metrics and allocation:
- Equity program allocates ~20% of executive equity to PSUs .
- FY 2025 PSUs metric: Total company pounds sold in FY 2027 (challenging targets) .
- FY 2024 PSUs metrics: snack bar performance (75%) and consumer channel performance (25%) over 3 years .
Vesting and realized awards
- RSUs vested Nov 10, 2024: 2,579 shares acquired on vesting; value $222,542 (closing price $86.29 as of Nov 8, 2024) .
- No options outstanding/exercised; program uses RSUs/PSUs (option exercise: none) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial common shares | 18,414 shares held directly . |
| Ownership % | Less than 1% of common shares outstanding . |
| Unvested RSUs | 4,388 (2024 grant), 2,991 (2023), 3,005 (2022) . |
| Unvested PSUs (at target) | 1,097 (2024 grant), 748 (2023) . |
| Stock ownership guidelines | CFO must hold lesser of 20,000 Eligible Shares or 5x salary; all executives met or are on track . |
| Anti‑hedging / Anti‑pledging | Executives/directors prohibited from hedging/personal pledging; no direct pledges by executives/directors reported . |
Change-of-control economics (equity and target bonus illustration as of 06/26/25)
| Item | Amount |
|---|---|
| Vested RSUs (pro‑rata) | $316,109 . |
| Vested PSUs (≥ target) | $41,812 . |
| SVA payment | $0 (assuming no Committee action) . |
| Total | $357,921 . |
Employment Terms
- No employment agreements for NEOs (single/double-trigger severance multiples not specified) .
- Equity treatment:
- Voluntary resignation/termination for cause: unvested RSUs/PSUs forfeited .
- Death/disability: unvested RSUs fully vest; PSUs eligible based on performance .
- Retirement/early retirement: RSUs vest fully/pro‑rata; PSUs eligible based on performance (pro‑rata for early retirement) .
- Change in control: RSUs vest pro‑rata; PSUs settled at ≥ target or actual performance and vest pro‑rata unless Committee provides different treatment .
- Clawback policy for cash incentive awards; Omnibus equity plan and anti‑hedging policy reinforce alignment .
Deferred compensation (NQDC)
| Metric | FY 2025 |
|---|---|
| Executive contributions ($) | 92,302 . |
| Company contributions ($) | 53,630 (3-year vesting) . |
| Aggregate earnings ($) | 19,842 . |
| Aggregate balance ($) | 248,651 . |
Performance & Track Record
Operating and compensation outcomes:
- FY 2024: Lakeville snack bar asset acquisition drove record net sales (~$1.1B) with above-target SVA payout (2.0x); EPS down 4.4% to $5.15 due to lower price per pound and higher opex partially offset by volume .
- FY 2025: Net sales increased to ~$1.1B; net income down 2.2% to $58.9M and diluted EPS down ~2.3% to $5.03 due to gross margin pressure (higher nut acquisition costs, competitive pricing), partially offset by 3.4% volume growth and bar manufacturing efficiencies; no SVA payout (below threshold) .
- Governance and shareholder support: Say‑on‑pay approval ~98.5% (2024 and reiterated in 2025 proxy) ; CFO certifications on 10‑K (SOX 302 and 906) and 8‑K sign-offs reinforce controls culture .
Compensation benchmarking:
- Peer group (16 food/beverage companies); CFO equity grants “slightly below 25th percentile” in FY 2025; cash targets generally above 50th percentile to align with performance expectations .
- Pearl Meyer retained as independent consultant; no conflicts reported .
Revenue and EBITDA trend (value creation context)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenue ($) | 955.9M* | 999.7M* | 1,066.8M* | 1,107.2M* |
| EBITDA ($) | 99.6M* | 108.0M* | 105.7M* | 108.3M* |
| *Values retrieved from S&P Global. |
Risk Indicators & Red Flags
- Pay outcomes flex with SVA: zero payout in FY 2025 (below threshold), highlighting tight pay-performance linkage .
- Pledging risk resides in family trusts holding Class A shares; mitigants disclosed; no executive/director personal pledging; Audit Committee oversight quarterly .
- No option repricing; conservative equity use (below market medians for CFO) reduces dilution risk .
Compensation Structure Analysis
- Mix shift: 2025 cash down (no SVA payout) while equity continued via RSUs/PSUs; PSUs at 20% promote long-term outcomes .
- Targets: CFO SVA Target Salary % at 100% (consistent across 2024–2025) .
- Clawbacks and anti-hedging/anti-pledging strengthen governance .
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Direct common ownership | 18,414 shares . |
| RSUs/PSUs outstanding | RSU 4,388 + 2,991 + 3,005; PSU 1,097 + 748 . |
| Ownership guidelines compliance | On track/met for executives . |
| Hedging/pledging | Prohibited for executives/directors; none reported . |
Investment Implications
- Alignment: Strong—no employment agreements, robust clawbacks, anti-hedging/pledging, and stock ownership guidelines with verified compliance .
- Retention: Medium—three-year cliff RSU schedule and multi-year PSUs incentivize tenure; FY 2025 no cash bonus may modestly pressure morale but conservative equity continues .
- Trading signals: Periodic RSU cliff vestings (e.g., FY 2022 grant vesting schedule) can create supply events; anti-hedging/pledging reduces forced selling risk; change-of-control treatment is pro‑rata with PSUs settled at ≥ target .
- Performance sensitivity: SVA-driven cash comp tightly linked to NOPAT and capital management; margin compression in FY 2025 eliminated cash payouts, underscoring operating leverage to commodity procurement/pricing .