James J. Sanfilippo
About James J. Sanfilippo
James J. Sanfilippo is a Class A Director of John B. Sanfilippo & Son, Inc. (JBSS), serving on the Board since October 2013. He is age 63 and currently CEO of TruStar Holdings, LLC and VIST Labs, LLC, with a career rooted in packaging innovation, patents, and prior leadership roles as President of Sonoco Elk Grove, Inc. through August 2020 and President/CEO of Clear Lam Packaging, Inc. (1999–2017) . He previously held operating and finance roles at JBSS, including VP & Treasurer (1995–1999), Director of Contract Manufacturing (1992–1994), and Product Manager (1985–1991) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John B. Sanfilippo & Son, Inc. | Director | October 2013–present | Class A Director elected by Class A stockholders |
| John B. Sanfilippo & Son, Inc. | VP & Treasurer | 1995–1999 | Oversaw Illinois operations and contract manufacturing |
| John B. Sanfilippo & Son, Inc. | Director of Contract Manufacturing | 1992–1994 | Contract manufacturing oversight |
| John B. Sanfilippo & Son, Inc. | Product Manager | 1985–1991 | Product management |
| Sonoco Elk Grove, Inc. (Sonoco Products Company division) | President | Until Aug 2020 | Led division operations |
| Clear Lam Packaging, Inc. | President & CEO | 1999–2017 | Packaging innovation, patents |
| MAP Systems LLC | Founder | Prior to 1999 | Thermoforming packaging business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TruStar Holdings, LLC | Chief Executive Officer | Current | Advanced packaging systems |
| VIST Labs, LLC | Chief Executive Officer | Current | Advanced packaging systems |
| Sanfilippo Tech, LLC | Manager | Current | Manager role |
| Sanfilippo Equity Partners, LLC | Manager | Current | Manager role |
| 140 State Parkway, LLC | Manager | Current | Manager role |
| Public company boards | — | — | No current public company directorships disclosed |
Board Governance
- Committee assignments: Not a member of Audit, Compensation & Human Resources, or Nominating & Governance Committees, which are comprised entirely of independent Common Stock Directors (Forbes Lieberman, Romero, Taaffe) .
- Independence: The Board explicitly determined only Pamela Forbes Lieberman, Mercedes Romero, and Ellen C. Taaffe are independent under Nasdaq/Exchange Act rules; James J. Sanfilippo is not designated as independent in the proxy .
- Attendance: The Board held 7 meetings in fiscal 2025, and each director attended at least 85% of the aggregate Board and committee meetings during their service period; all directors attended the 2024 annual meeting .
- Lead Independent Director: Ellen C. Taaffe was re-appointed for a two-year term in October 2024 with robust responsibilities outlined in Governance Guidelines .
- Controlled company: The Sanfilippo Group controls 50.6% of voting power; the Valentine Group controls 23.8%, and they operate under an oral understanding affecting Class A director elections, qualifying JBSS as a “controlled company” under Nasdaq Listing Rule 5615(c)(1) .
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | $79,000 | Standard outside director cash retainer |
| Committee chair fees | $0 | Not a committee chair; chairs are independent directors only |
| Committee member fees | $0 | Not a committee member; independent directors serve on committees |
| Lead Independent Director fee | $0 | Role held by Ellen C. Taaffe |
| Total cash fees (FY2025) | $79,000 | As disclosed in Director Compensation table |
Performance Compensation
| Equity Type | Grant Date | Number of Units | Grant-Date Fair Value ($) | Vesting Details |
|---|---|---|---|---|
| RSUs (Director grant) | Nov 20, 2024 | 1,268 | $100,933 | Scheduled to vest Oct 29, 2025; payable upon vest or deferred until Board departure |
| Options/PSUs (Director) | — | — | — | No option awards; director equity is time-based RSUs only |
- Annual outside director equity increased to $104,000 for Board Year beginning Oct 29, 2024; RSUs sized using closing price, resulting in 1,268 RSUs per outside director .
- No performance metrics apply to director equity grants; RSUs are time-based and intended to align with long-term shareholder interests .
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Selma Investments, LLC | JBSS leases Selma, Texas facility from related-party LLC; owners include Sanfilippo GST Real Estate LLC (25%) and Valentine family entities | Lease reviewed/approved by independent/special committee; monthly payments adjusted by CPI; $1,363,486 paid in FY2025 |
| Sanfilippo Family GST Trust | James J. is co-trustee; trust holds significant Class A Stock (989,233 shares) | Trust pledged 500,000 Class A shares; Audit Committee monitors pledging risk |
Expertise & Qualifications
- Packaging and product innovation expertise with multiple patents; extensive leadership (CEO TruStar/VIST; former President/CEO Clear Lam; Sonoco division President) .
- Deep industry familiarity from prior JBSS roles and tenure; operational and production experience relevant to food processing and packaging .
Equity Ownership
| Category | Amount | Percent/Notes |
|---|---|---|
| Common Stock beneficially owned | 5,787 shares | <1% of Common Stock (“*” as per proxy) |
| Class A Stock beneficially owned | 1,039,233 shares | 40.1% of Class A outstanding |
| Voting power (matters other than director elections) | — | 29.7% of total votes |
| RSUs (director) | 1,268 units outstanding as of June 26, 2025 | Eligible shares under ownership guidelines |
| Pledged shares (via trusts) | 500,000 Class A shares in GST Trust; 50,000 Class A shares in James J. Sanfilippo Family Trust | Anti-pledging policy prohibits pledging of directly owned shares; trust pledges disclosed/monitored |
| Ownership guidelines compliance | — | Outside Directors must hold the lesser of 10,500 Eligible Shares or 4× annual cash retainer; Compensation Committee determined all directors are meeting/on track |
Governance Assessment
- Committee effectiveness and independence: Oversight committees (Audit, Compensation & HR, Nominating & Governance) are fully independent and chaired by Common Stock Directors, which mitigates risks from controlled company status and concentrated family influence .
- Attendance and engagement: Minimum 85% attendance across Board/committees with 7 Board meetings in FY2025 indicates adequate engagement; however, James J. does not sit on independent oversight committees, limiting direct involvement in financial, compensation, and governance oversight .
- Related-party exposure and pledging risks (RED FLAGS): Continued leasing from a related-party LLC and significant pledging of Class A shares in Sanfilippo family trusts (including trusts co-managed by James J.) elevate governance risk; mitigants include an Anti-Pledging Policy (no pledging by directors of directly owned shares), quarterly Audit Committee oversight, and representations of trust liquidity to reduce foreclosure risk .
- Controlled company dynamics: Family voting blocks and combined CEO/Chair roles concentrate power; mitigations include a Lead Independent Director with robust duties and fully independent committees .
- Shareholder signals: Say-on-pay support was ~98.5% in 2024, and compensation oversight uses an independent consultant (Pearl Meyer) with no conflicts, supporting broader governance credibility despite controlled status .
Overall implication for investors: James J. brings material operational and packaging expertise and long company tenure, but independence constraints (Class A status), family-related pledging, and related-party transactions present alignment and control risks that are partially mitigated by independent committees and a strong Lead Independent Director framework .