Jasper B. Sanfilippo, Jr.
About Jasper B. Sanfilippo, Jr.
Chief Operating Officer, President, Secretary, and Director of John B. Sanfilippo & Son, Inc. (JBSS). Age 57; employed since 1991; appointed to the Board in December 2003; named COO and President in November 2006; named Secretary in August 2025. Responsibilities include Plant Operations, Commodity Procurement, and R&D; previously held operations and finance roles including General Manager (Gustine, CA) and Assistant Treasurer; prior industry association board service with the National Pecan Shellers Association . Fiscal 2025: net sales reached $1.1B; net income was $58.9M; diluted EPS decreased 2.3% to $5.03; TSR index value ended FY2025 at 93 vs peer group 177, reflecting a challenging year and lower gross margin due to commodity costs and pricing pressures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBSS | COO & President | Nov 2006–present | Senior leadership driving production efficiency and capital allocation aligned to long-range plan . |
| JBSS | Secretary | Aug 2025–present | Added corporate secretarial responsibilities . |
| JBSS | EVP Operations; Assistant Secretary | 2001–Nov 2006; Assistant Secretary Dec 1995–Aug 2025 | Operations leadership; governance support . |
| JBSS | SVP Operations | Aug 1999–2001 | Manufacturing and production oversight . |
| JBSS | VP Operations | Dec 1995–Aug 1999 | Operations management . |
| JBSS | GM, Gustine, CA Facility | Oct 1995–Oct 1999 | Plant leadership, throughput and quality improvements . |
| JBSS | Assistant Treasurer; Financial Relations | Jun 1992–Oct 1995 | Finance and investor relations support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Pecan Shellers Association | Director | Not disclosed | Industry engagement; market and supply chain insights . |
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $790,846 | $849,999 | $932,041 |
| Cash Bonus ($) | — | — | — (SVA payout 0%) |
| Stock Awards (RSUs+PSUs grant-date fair value, $) | $518,038 | $775,707 | $878,583 |
| Non-Equity Incentive Comp (SVA Plan, $) | $1,167,139 | $1,949,249 | — (no payout) |
| Change in Pension Value & NQDC Earnings ($) | $93,921 | $965,380 | $1,239,367 |
| All Other ($) | $30,379 | $31,041 | $31,241 |
| Total ($) | $2,600,323 | $4,571,376 | $3,081,232 |
Pension/SERP present value (FY2025): $6,654,897; 34 years of credited service; unfunded SERP pays up to 50% of highest consecutive five-year average compensation at retirement, with actuarial adjustments and offsets as disclosed .
Performance Compensation
Annual Incentive – SVA Plan
| Metric | Weighting | Threshold | Target | Maximum | FY2025 Actual | Payout |
|---|---|---|---|---|---|---|
| Sanfilippo Value Added (SVA) year-over-year improvement ($) | Company-wide multiplier | $(2,150,000) → 0x | $1,250,000 → 1x | $4,650,000 → 2x | $(9,633,000) | 0% (0x) |
| Jasper’s FY2025 Target Award ($) | n/a | — | $1,071,847 | $2,143,694 | — | $0 |
Design: Same multiplier applies to all participants; interpolation between thresholds; emphasizes economic value added after capital charge; targets set with Pearl Meyer and management .
Long-Term Incentives – RSUs & PSUs (Omnibus Plan)
| Grant Date | Type | Units | Grant-Date Fair Value ($) | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|---|
| Nov 20, 2024 | RSU | 9,751 | $702,852 | 3-year time vest; generally fully vests 3 years from grant | n/a | Part of $1,000,000 total equity value allocated $800k RSUs/$200k PSUs . |
| Nov 20, 2024 | PSU (target) | 2,438 | $175,731 | 33-month performance period | Total company pounds sold in FY2027 | Threshold 0.5x, target 1.0x, max 2.0x; allocation: PSUs 20% of equity award . |
Outstanding as of FY2025 year-end:
- Unvested RSUs: 9,751 ($614,020 market value at $62.97 close) .
- Unearned PSUs (target): 2,438 ($153,521 at $62.97) .
- FY2023 RSUs: 7,478 ($470,890) and FY2022 RSUs: 7,212 ($454,140) also outstanding .
- At FY2025, company performance under PSU metrics is below target; reported at target per SEC rules .
Change-in-Control equity treatment (Omnibus Plan default):
- RSUs: pro-rata vesting; PSUs: settled at greater of target or actual performance, pro-rata vesting .
- Hypothetical CIC on June 26, 2025: Jasper RSUs vest value $758,977; PSUs vest value $100,311; SVA payment $0; total $859,288 .
Pay Versus Performance and Alignment
- Say-on-Pay support: ~98.5% approval in 2024 .
- Company TSR value of $100 investment: 2025 = $93; peer group (Russell 2000 Consumer Staples) = $177; net income $58.9M; Ending SVA $28.1M .
- Committee philosophy targets total direct compensation above 50th percentile, but equity grants to Family Management Team below median due to large existing ownership; PSUs added starting FY2024 to enhance performance linkage .
Equity Ownership & Alignment
| Holding Category | Shares | Pledged? | Notes |
|---|---|---|---|
| Class A Stock – Direct | 11,856 | No direct pledging | Anti-Pledging Policy prohibits directors/executives from pledging directly owned shares; audit committee oversight; current compliance indicates no direct pledges . |
| Sanfilippo Family GST Trust (co-trustee; voting/dispositive power shared) | 989,233 Class A | 500,000 pledged | Trust representatives informed Audit Committee of significant excess liquidity; estate-planning vehicles; risk mitigants disclosed . |
| Jasper B. Sanfilippo, Jr. Family Trust | 96,723 Class A | Not disclosed | Trustee and sole beneficiary of own trusts . |
| Jasper B. Sanfilippo, Jr. Irrevocable Trust | 55,701 Class A | 55,701 pledged | Trust-level pledging, not direct executive pledge . |
| Jasper B. Sanfilippo, Jr. Trust (1991) | 32,609 Class A | Not disclosed | Trustee . |
| GC Tallon Trust | 882 Common | Not disclosed | Trustee . |
| GC Edward Trust | 882 Common | Not disclosed | Trustee . |
Group control:
- Sanfilippo Group aggregate: 1,768,496 Class A, 15,070 Common, and 3,804 RSUs convertible to Common; 68.1% of Class A outstanding; 50.6% of total voting power given 10 votes/share for Class A; JBSS is a “controlled company” under Nasdaq rules .
Stock ownership/pledging policies:
- Anti-Pledging Policy applies to directors/executives for directly owned stock (prohibits pledging/margin accounts); audit committee quarterly oversight; no direct executive pledging as of proxy date .
Employment Terms
- No employment agreements for named executive officers; compensation subject to committee discretion; clawback arrangements for cash bonuses in misconduct/restatement scenarios; Nasdaq-required recovery policies administered by the Compensation Committee .
- Change-in-control (equity): RSUs pro-rata vest; PSUs settle at greater of target/actual, pro-rata vest; sample values shown above for Jasper .
- SERP (unfunded): life annuity formula up to 50% of highest 5-year average compensation with service factor; present value $6.65M for Jasper; payments subject to offsets .
- Benefits/NQDC: Standard salaried benefits; life insurance; non-qualified deferred compensation plan available .
- Non-compete/non-solicit/garden leave: Not disclosed.
Board Governance
- Director since December 2003; dual role as executive officer and director; independence considerations mitigated by Lead Independent Director (Ellen C. Taaffe) and fully independent Audit, Compensation & HR, and Nominating & Governance Committees .
- Committee memberships (all independent directors): Compensation & HR – Taaffe (Chair), Forbes Lieberman, Romero (7 meetings); Audit – Forbes Lieberman (Chair, Financial Expert), Romero, Taaffe (5 meetings); Nominating & Governance – Romero (Chair), Taaffe, Forbes Lieberman (5 meetings) .
- Board meetings: 7 in FY2025; each director attended ≥85% of Board and committee meetings; all directors attended 2024 annual meeting .
- Controlled company status: Sanfilippo Group controls ~50.6% voting power; independence determinations for outside directors affirmed per Nasdaq and SEC rules .
- Director compensation: Outside directors receive cash retainers, committee/lead fees, and RSUs (e.g., 1,268 RSUs granted Nov 20, 2024); management directors like Jasper are not listed among compensated outside directors .
Company Performance Snapshot (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 999,686,000* | 1,066,783,000* | 1,107,246,000* |
| EBITDA ($) | 108,022,000* | 105,697,000* | 108,347,000* |
| Net Income ($) | 62,857,000* | 60,249,000* | 58,934,000* |
Values retrieved from S&P Global. (*)
Performance Compensation Details
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual SVA | SVA $ improvement YoY | Company-wide | $1,250,000 | $(9,633,000) | 0% | Cash; FY2025 paid $0 |
| PSUs | Total pounds sold (FY2027) | 20% of equity award | 2,438 PSUs target | Below target at FY2025 (reported at target per SEC rules) | 0.5x–2.0x within plan | 33-month performance period |
| RSUs | Time-based | 80% of equity award | 9,751 RSUs | n/a | n/a | 3-year vest |
Vesting Schedules & Insider Selling Pressure
- RSUs vest on a three-year schedule; PSUs vest based on performance after 33 months; unvested awards forfeited upon voluntary resignation/termination; RSUs fully vest upon death/disability; PSUs remain eligible; retirement provisions allow full or pro-rata vesting subject to conditions .
- Attempted to fetch Form 4 insider transactions for “Jasper” (2024–2025) to assess selling pressure but access was unauthorized; therefore, current selling/hedging patterns could not be verified via Form 4 data. Analysis relies on proxy-disclosed outstanding awards and vest dates [Read attempt; skill access error].
Compensation Peer Group & Consultant
- Peer group (16 food & beverage companies; revenues ~$342M–$2.0B) used for benchmarking; includes J&J Snack Foods, Lancaster Colony, Utz Brands, Hain Celestial, Boston Beer, etc.; developed by Pearl Meyer and approved by the Compensation Committee .
- Pearl Meyer engaged as independent consultant for executive and director compensation; no other services; no conflicts identified .
Related Party Transactions & Risk Indicators
- Audit Committee oversight of related party transactions and pledging matters; Anti-Pledging Policy for directly owned shares; trust-level pledges disclosed with liquidity mitigants .
- Clawback policies for cash bonuses; Nasdaq recovery policies administered by Compensation Committee .
- Controlled company governance: family group voting control may raise independence/perceived conflicts; mitigated by independent committees and lead independent director .
Investment Implications
- Pay-for-performance discipline: FY2025 SVA below threshold drove zero annual bonus for Jasper; equity grants continued but are conservatively sized relative to peers given large family ownership, reducing dilution and enhancing long-term alignment .
- Performance lift needed: PSU metric tied to total pounds sold by FY2027 should incentivize operational throughput and efficiency; current below-target trajectory suggests upside is contingent on volume execution and margin recovery .
- Ownership/pledging: Significant beneficial ownership across trusts aligns interests; trust-level pledging (500k Class A in GST Trust; 55,701 in Jasper’s irrevocable trust) introduces collateral call risk, albeit mitigated by disclosed liquidity and Anti-Pledging Policy for directly owned shares; monitor trust disclosures and audit committee updates for adverse developments .
- Governance: Controlled company status and family management team increase key-person and succession risk; presence of independent committees and a lead independent director provides oversight, but investors should weigh independence limits vs. long-run execution track record .
- Retirement obligations: SERP present value ($6.65M) represents a meaningful fixed liability; changes in discount rates and compensation levels can materially affect pension cost and “Compensation Actually Paid” optics .
Conclusion: Jasper’s compensation is tightly linked to SVA and operational PSUs, with conservative equity sizing due to significant family ownership. Near-term trading signals hinge on vesting calendars, PSU progress toward FY2027 volume targets, and any trust-level pledging updates; longer-term alignment appears strong given group control, but governance independence constraints warrant continued monitoring .