John E. Sanfilippo
About John E. Sanfilippo
Independent director elected by Class A holders; age 66; director since October 2020. President of Engineering at VIST Labs, LLC; prior VP Engineering at Sonoco (Elk Grove division) following Sonoco’s acquisition of Clear Lam; earlier Group President of Corporate Engineering at Clear Lam and engineering roles at JBSS (1975–1999). He is the brother of CEO Jeffrey T. Sanfilippo and COO Jasper B. Sanfilippo, Jr., and related to multiple JBSS directors, underscoring family-controlled governance dynamics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John B. Sanfilippo & Son, Inc. (JBSS) | Various engineering roles incl. plant engineer | 1975–1999 | Operations and manufacturing oversight; supply chain risk perspective |
| Clear Lam Packaging, Inc. | Group President, Corporate Engineering | 2005–Jul 2017 | Packaging innovation leadership; Sonoco acquired Clear Lam in 2017 |
| Sonoco Products Company (Elk Grove division) | Vice President of Engineering | Through Aug 2020 | Oversight in diversified packaging operations |
| MAP Systems; Jescorp | Executive positions | n/a | Packaging operations and engineering experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VIST Labs, LLC | President of Engineering | Current | Advanced packaging systems supplier |
| TruStar Holdings, LLC | Manager | Current | Advanced packaging systems supplier |
| Sanfilippo Tech, LLC | Manager | Current | Private entity |
| Sanfilippo Equity Partners, LLC | Manager | Current | Private investment entity |
| 140 State Parkway, LLC | Manager | Current | Private entity |
No other public company directorships disclosed for John E. Sanfilippo .
Board Governance
- Committee assignments: JBSS’s Audit, Compensation & Human Resources, and Nominating & Governance Committees are comprised solely of independent Common Stock Directors (Forbes Lieberman, Romero, Taaffe); John E. Sanfilippo is not listed as a member of these committees .
- Independence: The Board determined independent status for Forbes Lieberman, Romero, and Taaffe; John is not included among independent directors and is a Class A Director within a “controlled company” structure under Nasdaq rules .
- Attendance: Board held 7 meetings in fiscal 2025; each director attended at least 85% of combined Board and committee meetings; all directors attended the Oct 30, 2024 annual meeting .
- Lead Independent Director: Ellen C. Taaffe re-elected Lead Independent Director in October 2024 for a two-year term .
- Skills: Board skills matrix highlights John’s operations/manufacturing, innovation, risk management, and industry experience .
- Risk oversight: Audit Committee oversees related party transactions and Anti-Pledging Policy; broader Board oversight of cybersecurity, governance, and compensation program risks .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 79,000 | Fiscal 2025; no listed committee chair/member fees for John |
| Committee chair fees | N/A | Not a chair |
| Committee member fees | N/A | Not a committee member |
| Total cash | 79,000 | Director compensation table |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Plan/Notes |
|---|---|---|---|---|---|
| RSUs | Nov 20, 2024 | 1,268 | 100,933 | Scheduled to vest Oct 29, 2025; convertible to common upon vest or deferred until board departure | Omnibus Plan; annual Outside Director grant approved Oct 29, 2024 at $104,000 target value; SEC accounting fair value may differ from award methodology |
No performance-conditioned director compensation disclosed; RSUs vest time-based, not tied to TSR/EBITDA/revenue targets .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| JBSS family groups | Sanfilippo Group and Valentine Group collectively control ~74.5% of voting power; reciprocal voting understanding for Class A directors | Controlled company status; concentrated family influence on nominations |
| Packaging companies (VIST Labs; TruStar) | John holds managerial roles | No related-party transactions disclosed with these entities; Audit Committee reviews RPTs |
Expertise & Qualifications
- Supply and procurement oversight; logistics risk perspective .
- Engineering, packaging innovation, and production experience including food industry .
- Risk management through procurement/packaging of food products .
Equity Ownership
| Holder | Common Shares | Class A Shares | % of Class A Outstanding | % of Outstanding Votes (non-director elections) | RSUs Convertible (≤60 days) |
|---|---|---|---|---|---|
| John E. Sanfilippo | 6,551 | 223,742 | 8.6% | 6.4% | 1,268 |
| Detail (John’s footnote) | See notes | See notes | n/a | n/a | RSUs; multiple trusts |
| Notes | – | 44,240 Class A held directly; 96,723 Class A in 2017 Family Trust; 50,170 Class A in 2006 Irrevocable Trust; 32,609 Class A in 1991 Trust; Common: 4,066 direct + trustee Common positions; RSUs convertible within 60 days of Sept 2, 2025 | – | – | – |
- Stock ownership guidelines: Outside Directors must hold the lesser of 10,500 Eligible Shares or value equal to 4× annual cash retainer; the Compensation & HR Committee determined all executive officers and directors have met or are on track to meet requirements (Anti-Hedging Policy in place) .
- Pledging: Audit Committee oversees Anti-Pledging Policy; pledging exists in certain Sanfilippo family trusts (e.g., GST Trust, James J. Sanfilippo Family Trust). John’s footnote does not disclose pledges in his listed trusts .
Governance Assessment
- Positive signals:
- Independent oversight: All key committees (Audit, Compensation & HR, Nominating & Governance) are comprised solely of independent Common Stock Directors despite controlled-company exemption; use of independent consultant Pearl Meyer for director and executive compensation .
- Attendance and engagement: 7 Board meetings; at least 85% attendance by each director; Lead Independent Director structure maintained .
- Ownership alignment: Significant personal and trustee holdings; RSU-based director equity; stock ownership guidelines and anti-hedging policy .
- Risks and potential conflicts:
- Controlled company with concentrated family voting power and reciprocal voting understanding; John is a family member and non-independent Class A Director .
- Related-party transactions: Long-standing lease with Selma Investments, LLC (family-affiliated ownership) with $1,363,486 paid in fiscal 2025; Audit Committee or special committee oversight mitigates but remains a governance sensitivity .
- Pledging of Class A shares within the Sanfilippo Group (not specifically John’s trusts per footnote) increases leverage risk; Audit Committee oversight is noted .
- Compensation mix analysis:
- FY2025 director pay: $79,000 cash and $100,933 RSUs (approx. 44% cash / 56% equity) for John; equity grant increased by $10,000 YoY to $104,000, indicating emphasis on long-term alignment .
- Overall: John brings deep operations/manufacturing and packaging expertise relevant to supply-chain risk, but family ties and controlled-company dynamics necessitate strong independent committee oversight and vigilant review of related-party and pledging practices to sustain investor confidence .