Jeffrey T. Sanfilippo
About Jeffrey T. Sanfilippo
Chief Executive Officer and Chairman of the Board at John B. Sanfilippo & Son, Inc. (“JBSS”) since November 6, 2006 and October 30, 2008, respectively; director since August 1999; age 62; employed by JBSS since 1991. He oversees Sales, Marketing, Food Safety and Human Resources and holds an MBA; he is an active member of the Chicago chapter of the Young Presidents’ Organization . FY2025 results: net sales reached $1.1 billion with net income of $58.9 million; EPS declined to $5.03 and no annual SVA bonus was paid as threshold performance was not met . Pay-versus-performance: JBSS total shareholder return (TSR) index decreased to 93 in 2025 vs. 140 in 2024 and 167 in 2023; peer group TSR index was 177 in 2025 . Say-on-pay support remained high at ~98.5% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JBSS | CEO | Nov 2006–present | Led Long-Range Plan; positioned company for growth and innovation . |
| JBSS | Chairman of the Board | Oct 2008–present | Combined CEO/Chair; centralized strategic focus; mitigated by Lead Independent Director role . |
| JBSS | Executive VP, Sales & Marketing | Jan 2001–Nov 2006 | Drove sales/marketing strategy and growth . |
| JBSS | SVP, Sales & Marketing | Aug 1999–Jan 2001 | Built brand and channel execution . |
| JBSS | VP, West Coast Operations & Sales | Oct 1993–Sep 1995 | Managed regional P&L and operations . |
| JBSS | GM, West Coast Operations | Sep 1991–Sep 1993 | Operational leadership and facility management . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Young Presidents’ Organization (Chicago) | Member | Not disclosed | Executive network and leadership development . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 790,846 | 849,999 | 932,041 |
| All Other Compensation ($) | 19,008 | 21,641 | 20,566 |
| Perquisites Detail (FY2025) | — | — | Benefit Plan Matching $14,000; Life Insurance $1,641; Car Allowance $4,925 |
| Director Fees | — | — | None (employee directors receive no extra pay) |
Performance Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | 537,150 | 824,239 | 942,550 |
| Non-Equity Incentive (SVA) ($) | 1,167,139 | 1,949,249 | 0 (no payout) |
| Change in Pension Value ($) | 317,658 | 1,664,783 | 1,989,971 |
| Total Compensation ($) | 2,831,801 | 5,309,911 | 3,885,128 |
FY2025 SVA Plan Outcomes
| Item | Threshold/Minimum | Target | Maximum | Actual FY2025 | Payout |
|---|---|---|---|---|---|
| SVA Improvement ($) | (2,150,000) | 1,250,000 | 4,650,000 | (9,633,000) | 0% of target (0x) |
| CEO Target Award ($) | — | 1,071,847 | 2,143,694 | — | 0 |
Notes: SVA = NOPAT less 9% capital charge; plan pays 0–200% of target based on year-over-year improvement; no individual component; ~300 employees participate .
FY2025 Equity Awards (Grant Date 11/20/2024)
| Award | Units | Grant-Date Fair Value ($) | Weighting | Performance Metric | Vesting |
|---|---|---|---|---|---|
| RSUs | 9,751 | 766,819 | 80% of equity mix | Time-based | 3-year cliff from grant date (generally) |
| PSUs (target) | 2,438 | 175,731 | 20% of equity mix | Total company pounds sold in FY2027 | 33-month performance period; settles based on performance |
Vesting cadence examples: RSUs granted 11/17/2022, 11/16/2023, 11/20/2024 generally vest on the 3rd anniversary of each grant (i.e., 11/17/2025; 11/16/2026; 11/20/2027) .
Stock Vested FY2025
| Metric | Shares Vested | Value Realized ($) |
|---|---|---|
| CEO RSUs (11/10/2024) | 5,158 | 445,084 (at $86.29 closing price on 11/8/2024) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Class A) | 159,498 shares; 6.1% of Class A; 4.6% of votes (common matters) |
| Direct/Trust Breakdown and Pledging | 21,856 Class A directly; 54,863 (Family Trust 2017); 50,170 (Irrevocable Trust 2006; pledged); 32,609 (Trust 1991). 50,170 shares pledged; number unchanged vs prior proxy . |
| RSUs Outstanding (unvested at FY-end) | 24,441 (grants 2022–2024) |
| PSUs Outstanding (at target, unvested at FY-end) | 4,307 (grants 2023–2024) |
| Anti-Hedging Policy | Executives/directors prohibited from hedging company stock . |
| Anti-Pledging Policy | Prohibits pledging of directly owned shares by directors/executives; Audit Committee monitors pledging risk quarterly; no direct pledges by executives/directors; certain Sanfilippo family trusts have pledged Class A shares with mitigating liquidity assets . |
| Ownership Guidelines | Family Management Team/CFO: lesser of 20,000 Eligible Shares or 5x salary; other execs: lesser of 10,500 or 2x salary; Outside Directors: lesser of 10,500 or 4x cash retainer; executives/directors have met or are on track . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Agreement | None for named executive officers . |
| Clawback | Program subject to clawback/recoupment requirements (SEC/Nasdaq compliant) . |
| Change-in-Control (Equity) | Unless Committee decides otherwise: RSUs vest pro-rata; PSUs settle at greater of target or actual performance and vest pro-rata; example CEO would vest 12,053 RSUs and 1,593 PSUs valued at ~$859,288 at $62.97 close price as of 6/26/25 . |
| Death/Disability | RSUs accelerate; PSUs remain eligible to vest based on performance; example CEO: 24,441 RSUs and 4,307 PSUs; total ~$1,810,262 value at $62.97 . |
| Retirement | RSUs accelerate if retirement criteria met; PSUs remain eligible (pro-rata for early retirement); example CEO: 24,441 RSUs and 4,307 PSUs for normal retirement; total ~$1,810,262 at $62.97 . |
| Voluntary/Termination Without Cause (non-CoC) | Unvested RSUs/PSUs forfeited; FY2025 SVA paid 0% . |
| SERP (Supplemental Retirement Plan) | Present value of accumulated benefit: $10,578,355; credited service 34 years . Monthly benefit if separated 6/26/25: $64,497 for life (subject to offsets) . |
| NQDC Participation (FY2025) | No CEO deferrals/contributions reported . |
| Perquisites | Minimal; company cars or allowance; see amounts in Fixed Compensation section . |
Board Governance
- Controlled company under Nasdaq rules driven by Sanfilippo/Valentine family ownership; nonetheless, Audit, Compensation and Nominating & Governance Committees are comprised solely of independent directors .
- Combined CEO/Chairman structure is intentional for efficiency and domain expertise; mitigated by a formal Lead Independent Director role (Ellen C. Taaffe) with defined authorities; re-appointed for two-year term in Oct 2024 .
- Committee oversight includes cybersecurity, AI, anti-pledging policy, related-party transactions; Audit Committee chaired by Pamela Forbes Lieberman, designated financial expert .
- Board meetings held 7 times in FY2025; each director attended at least 85% of aggregate meetings; annual meeting held virtually .
Compensation Peer Group, Say-on-Pay & Pay Ratio
- Industry Comparison Group (16 companies) used for benchmarking (revenues ~$342m–$2.0bn): BellRing Brands, B&G Foods, Boston Beer, Calavo Growers, Farmer Bros., Hain Celestial, J&J Snack Foods, Lancaster Colony, National Beverage, Seneca Foods, Simply Good Foods, Sovos Brands, SunOpta, Tootsie Roll, Utz Brands, Whole Earth Brands .
- Philosophy: Family Management Team (CEO/COO) target total direct compensation above 50th percentile; FY2025 base salaries were set to be slightly above the 75th percentile (post 9.9% increases) .
- Say-on-pay support: ~98.5% approval in 2024; no material program changes in response .
- CEO pay ratio FY2025: 48:1 (CEO $3,885,128 vs. median employee $80,149) .
Related Party Transactions and Risk Considerations
- Lease: JBSS leases its Selma, TX facility from Selma Investments, LLC (related parties); FY2025 payments totaled $1,363,486; purchase option and right of first refusal maintained; prior renewals adjusted rent via CPI .
- Family trust pledging: Certain Sanfilippo family trusts have pledged Class A shares, including 50,170 shares in Jeffrey T. Sanfilippo’s irrevocable trust; Audit Committee reviews quarterly and notes mitigating liquidity assets in trusts; no foreclosure events reported .
- Section 16 compliance: No CEO delinquencies noted; limited late filings by other insiders disclosed .
Investment Implications
- Alignment: Zero FY2025 cash bonus under SVA demonstrates pay-for-performance enforcement; equity mix emphasizes multi-year RSUs/PSUs with operating volume (pounds sold) focus for FY2027 . This aligns incentives to long-term operational throughput rather than short-term price moves.
- Governance risk: Combined CEO/Chair and controlled company structure are mitigated by fully independent key committees and a robust Lead Independent Director with defined powers; committee oversight spans cybersecurity, AI, anti-pledging and related-party transactions, reducing governance friction risk .
- Insider selling pressure: RSUs from 11/17/2022 vest in Nov 2025, with subsequent 2023/2024 grants vesting in Nov 2026/Nov 2027; PSUs settle at performance end; while direct pledging by executives is prohibited, family trust pledging exists, which could introduce distribution risk under stress though mitigants are disclosed .
- Retention and economics: SERP present value of ~$10.6 million and monthly benefit of ~$64,497 create strong retention economics; single-trigger pro-rata equity vesting on change in control could incentivize support for strategic transactions but may present overhang in M&A scenarios .
- Performance trajectory: FY2025 margin headwinds (commodity costs) and TSR underperformance vs. peer index (company TSR index 93 vs. peer 177) suggest near-term execution challenges, but continued capex and efficiencies underpin long-term positioning; dividend distributions of $24.4 million underscore capital return discipline .
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