James A. Valentine
About James A. Valentine
James A. Valentine (age 61) is a Class A Director of John B. Sanfilippo & Son, Inc. (JBSS) and the company’s Senior Technical Advisor; he has been employed since 1986, was named Senior Technical Advisor in August 2021, and joined the Board in October 2021 . He is not an independent director; JBSS’s independent directors are limited to the three Common Stock Directors (Forbes Lieberman, Romero, Taaffe) per the Board’s independence determination . Mr. Valentine is a cousin of several Sanfilippo family directors/executives and the brother of director and former CFO Michael J. Valentine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBSS | Senior Technical Advisor | Aug 2021–present | Advises on strategic direction for IT; Board leverages his cybersecurity/IT expertise in risk oversight |
| JBSS | Senior Technical Officer | Jan 2018–Aug 2021 | Technology leadership |
| JBSS | Chief Information Officer | Nov 2006–Jan 2018 | Led IT and cybersecurity functions |
| JBSS | EVP, Information Technology | Aug 2001–Nov 2006 | Technology leadership |
| JBSS | SVP, Information Technology | Jan 2000–Aug 2001 | Technology leadership |
| JBSS | VP, Management Information Systems | Jan 1995–Jan 2000 | Technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in the latest proxy | — | — | — |
Board Governance
- Independence and election: Not independent; elected as a Class A Director by Class A stockholders in a controlled company structure (Sanfilippo Group ~50.6% voting power; Valentine Group 23.8% voting power; groups have an oral understanding to support each other’s Class A nominees) .
- Committee assignments: None. All Board committees (Audit; Compensation & Human Resources; Nominating & Governance) are composed exclusively of independent Common Stock Directors (Forbes Lieberman, Romero, Taaffe), and Mr. Valentine is not listed as a member .
- Attendance and engagement: The Board met seven times in FY2025; each director attended at least 85% of Board and committee meetings, and all directors attended the 2024 annual meeting .
- Risk oversight: The Board heightened cyber oversight through Mr. Valentine’s ongoing service; Audit Committee oversees cybersecurity/AI quarterly. Mr. Valentine is explicitly cited as bringing deep cybersecurity/IT expertise to Board oversight .
- Lead Independent Director: Ellen C. Taaffe serves as Lead Independent Director (reappointed for a two-year term in Oct 2024) .
- Anti-pledging: Directors and executive officers are prohibited from directly pledging company stock; Audit Committee reviews quarterly. As of the proxy date, no director or executive officer had directly pledged shares .
Fixed Compensation
Note: Employee directors do not receive incremental director fees; JBSS pays director fees only to non-employee “Outside Directors.” Directors who are current employees receive no additional compensation for Board service .
| Item | FY2025 |
|---|---|
| Employee role total compensation | $296,885 |
| Equity included (RSUs) | $105,456 |
| RSUs granted (count) | 1,341 |
| RSU grant date | Nov 20, 2024 |
| RSU grant fair value per share | $78.64 |
Performance Compensation
- Award type and structure: RSUs; no performance-metric PSUs disclosed for Mr. Valentine. Company practice generally schedules employee RSUs to fully vest three years from grant (Omnibus Plan) .
- Clawback: Company states compensation program is subject to clawback/recoupment requirements .
| Metric | Detail |
|---|---|
| Equity instrument | RSUs (time-based) |
| Performance metric(s) | None disclosed for Mr. Valentine’s award |
| Vesting schedule | Generally 3-year cliff vesting for employee RSUs under Omnibus Plan |
| Clawback coverage | Program subject to clawback/recoupment |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Mr. Valentine .
- Family interlocks: Brother of director/former CFO Michael J. Valentine; cousin of multiple Sanfilippo directors/executives (Jeffrey T., Jasper B. Jr., James J., John E., Lisa A.) .
Expertise & Qualifications
- Cybersecurity and IT leadership: Former CIO; extensive cybersecurity/IT experience cited by the Board for risk oversight .
- Deep industry tenure: Nearly four decades at JBSS with senior leadership in IT .
Equity Ownership
| Component | Amount |
|---|---|
| Direct common shares | 12,107 |
| Indirect (spouse) common shares | 350 |
| RSUs convertible within 60 days of record date | 2,296 |
| Total beneficial ownership (common) | 14,753 |
| Percent of outstanding common | <1% |
| Class A shares | None disclosed for Mr. Valentine personally |
| Pledged shares (director/officer direct) | None; anti-pledging policy in place |
| Ownership guidelines status | Committee determined all executive officers and directors have met or are on track with ownership guidelines |
Insider filings:
- Section 16(a) compliance: One late Form 4 for Mr. Valentine (forfeiture of shares withheld for taxes) reported during FY2025 .
Related-Party Transactions (Conflict Screening)
- Employment compensation: Mr. Valentine (Senior Technical Advisor) received $296,885 total comp in FY2025, including $105,456 of RSUs (1,341 RSUs at $78.64 grant-date fair value; grant date Nov 20, 2024); approved under JBSS Related Party Transactions policy by the Comp & HR Committee .
- Nepotism/relative employment: JBSS paid >$120,000 to John Carroll (Procurement Category Manager), nephew of Michael J. Valentine and James A. Valentine; approved by the Comp & HR Committee .
- Real estate lease with related entity: JBSS leases its Selma, Texas facility from Selma Investments, LLC, which includes Valentine Children Stock Partnership as a 25% member; FY2025 rent totaled $1,363,486; historical sale-leaseback with options and appraisal processes; oversight included a special committee and CPI-based adjustments .
- Pledging context (trusts): While directors/officers cannot directly pledge shares, certain Sanfilippo family stockholder trusts have pledged Class A shares; the Audit Committee monitors pledging risks and noted mitigating factors (liquidity/asset coverage). This disclosure pertains to Sanfilippo Group trusts; no direct pledges by directors/officers .
Governance Assessment
Strengths
- Independent committees (Audit; Compensation & HR; Nominating & Governance) comprised solely of independent directors; Lead Independent Director in place with defined responsibilities .
- Cybersecurity oversight explicitly enhanced via Mr. Valentine’s expertise; quarterly reporting to Audit Committee and periodic Board updates on AI/cyber risks .
- Anti-pledging policy for directors/officers with quarterly compliance checks; no direct pledges by directors/officers .
- Board/committee attendance at or above 85%; ongoing shareholder engagement .
Red flags and risk indicators
- Controlled company with concentrated voting power and an oral understanding between Sanfilippo and Valentine groups regarding Class A director elections; this reduces minority shareholder influence on board composition .
- Family interlocks (multiple related directors/executives) elevate potential conflict risks, although committee independence mitigates some concerns .
- Related-party transactions: (i) Mr. Valentine’s employee compensation and (ii) lease of Selma facility involving a related LLC with a Valentine-affiliated partnership; while overseen and approved by independent committees and/or special committees, these remain areas to monitor for terms, competitiveness, and ongoing necessity .
- One late Section 16 Form 4 for Mr. Valentine (administrative/timing issue) .
Implications for investors
- Mr. Valentine materially strengthens technology and cybersecurity oversight at the Board level, a positive for operational risk management .
- However, his non-independent status, familial ties, and the company’s controlled status suggest investors should emphasize independent committee functioning, RPT oversight rigor, and continued transparency around related dealings and succession planning .