Julia A. Pronitcheva
About Julia A. Pronitcheva
Julia A. Pronitcheva is Senior Vice President, Human Resources at John B. Sanfilippo & Son, Inc. (JBSS), age 49, employed since May 2011 and promoted to SVP HR in November 2022. She previously served as VP HR (Jan 2019–Nov 2022), Senior HR Director (Jun 2018–Jan 2019), HR Director (Aug 2017–Jun 2018), and Senior Total Rewards Manager (Jul 2013–Aug 2017). She is responsible for talent strategy, HR and Safety, and serves on the company’s management Risk Assessment Committee that reports to the Board on enterprise risks including compensation risk, cybersecurity, and employee safety . Pay-for-performance linkages are tight: the annual incentive (SVA) paid 1.34x in FY2023, 2.0x (max) in FY2024, and 0.0x in FY2025, reflecting variability in economic-profit improvement; long-term incentives now include PSUs (20% of equity) tied to total pounds sold in FY2027, with a 33‑month performance period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JBSS | SVP, Human Resources | Nov 2022–present | Leads talent strategy and HR/Safety; supports growth and high-performance culture . |
| JBSS | VP, Human Resources | Jan 2019–Nov 2022 | HR leadership during operational and organizational scaling . |
| JBSS | Senior HR Director | Jun 2018–Jan 2019 | Led HR and Safety functions . |
| JBSS | HR Director | Aug 2017–Jun 2018 | Oversaw HR operations . |
| JBSS | Senior Total Rewards Manager | Jul 2013–Aug 2017 | Compensation and benefits leadership . |
| JBSS | Benefits & Compensation Manager | May 2011–Jul 2013 | Compensation program management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sheffield, Olson and McQueen, Inc. | Not disclosed | Not disclosed | Prior employment before joining JBSS . |
| Uponor North America | Not disclosed | Not disclosed | Prior employment . |
| SIRVA Worldwide Relocation & Moving Services | Not disclosed | Not disclosed | Prior employment . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 302,386 | 331,078 | 350,957 |
| Target SVA Bonus % of Salary | 60% | 60% | — (Target $210,574)* |
| Target SVA ($) | — | — | 210,574 |
| Actual SVA Payout ($) | 220,926 | 396,417 | 0 |
| Discretionary Bonus ($) | 0 | 10,000 | 0 |
| Stock Awards Fair Value ($) | 129,509 | 132,950 | 140,556 |
| All Other Compensation ($) | 21,032 | 21,810 | 22,208 |
- FY2025 All Other Compensation detail: 401(k)/HSA match $14,181, executive life insurance $2,027, car allowance $6,000; total $22,208 .
- Salary increase actions: FY2025 base up 6% for Pronitcheva, reflecting tenure/responsibilities and market positioning .
* FY2025 SVA target shown as a dollar value per Grants of Plan-Based Awards table .
Performance Compensation
Annual incentive – SVA Plan (economic profit improvement)
| Year | Metric | Target Salary % | SVA Result Multiple | Payout ($) |
|---|---|---|---|---|
| FY2023 | Sanfilippo Value-Added (SVA) | 60% | 1.34x | 220,926 |
| FY2024 | Sanfilippo Value-Added (SVA) | 60% | 2.00x (capped) | 396,417 |
| FY2025 | Sanfilippo Value-Added (SVA) | — | 0.0x | 0 |
- Plan mechanics use SVA improvement, with bonus = Salary × Target Salary % × Declared Multiple; multiple ranges 0.0–2.0x .
Long-term incentives – Equity
Policy and structure:
- Omnibus Plan grants RSUs (time-based) and PSUs; in FY2025, 20% of equity value was PSUs; the PSU performance metric is total company pounds sold in FY2027; targets deemed challenging; PSUs have a 33‑month performance period .
- RSUs generally fully vest three years from grant date .
FY2025 equity grant (granted Nov 20, 2024):
| Award | Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSU | 11/20/2024 | 1,560 | 112,445 |
| PSU (target) | 11/20/2024 | 390 | 28,111 |
Stock vested in FY2025:
- RSUs vested: 1,261 shares on Nov 10, 2024; value realized $108,812 (closing price $86.29 on Nov 8, 2024) .
Outstanding equity awards as of June 26, 2025:
| Grant Date | Award Type | Unvested/Unearned Shares (#) | Market Value at $62.97 ($) |
|---|---|---|---|
| 11/20/2024 | RSU | 1,560 | 98,233 |
| 11/20/2024 | PSU (target) | 390 | 24,558 |
| 11/16/2023 | RSU | 1,282 | 80,728 |
| 11/16/2023 | PSU (target) | 320 | 20,150 |
| 11/17/2022 | RSU | 1,803 | 113,535 |
Vesting/treatment provisions:
- RSUs vest in 3 years (time-based). PSUs vest based on performance over 33 months. On death or disability: all unvested RSUs vest; PSUs remain eligible to vest per performance. On retirement (if criteria met and notice): RSUs vest (or pro-rata for early retirement); PSUs remain eligible (pro‑rata for early retirement). On voluntary or cause terminations: unvested awards forfeited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct beneficial ownership | 3,408 shares of Common Stock held directly by Julia A. Pronitcheva . |
| Unvested RSUs (total) | 4,645 RSUs across 2022–2024 grants (market value $292,496 at $62.97) . |
| Unearned PSUs at target (total) | 710 PSUs (market value $44,709 at $62.97) . |
| Ownership guidelines | Other Executive Officers must hold the lesser of 10,500 Eligible Shares or a value equal to 2× base salary; anti-hedging policy in place . |
| Guideline compliance | Compensation Committee determined executive officers have met or are on track to meet stock ownership requirements (policy statement) . |
| Pledging | Directors and executive officers are prohibited from pledging directly owned shares; as of the proxy date, no director or executive officer had directly pledged company stock . |
| Trading controls | Preclearance, blackout, anti-hedging/anti-pledging; 10b5‑1 plans encouraged . |
| Insider transactions | Purchased 7 shares at $84.90 on 11/13/2024; a late Form 4 was reported and cured via Form 5 within 45 days of fiscal year end . |
| Nonqualified deferred compensation | FY2025: Executive contributions $96,793; Company contributions $22,783; Earnings $17,222; Ending balance $213,092 . |
Employment Terms
- Change in control (CIC) equity treatment: unless the Committee provides different treatment, all unvested RSUs vest pro‑rata; all unvested PSUs settle at the greater of target or actual performance and vest pro‑rata .
- Illustrative CIC value at 6/26/2025: RSUs vest 2,533; PSUs vest 267; total equity value $176,316 at $62.97; no SVA cash payment shown .
- Death/disability at 6/26/2025: RSUs vest 4,645; PSUs 710; total equity value $337,205 .
- Retirement: no amounts shown for Pronitcheva (table entries “—”), with RSUs/PSUs general rules as above .
- Forfeiture: Voluntary termination or termination for/without cause (non‑CIC) results in forfeiture of unvested equity; and for FY2025 no SVA payout (0.0x) .
- Clawback: Restatement Clawback Policy adopted Nov 2, 2023, applies to incentive compensation under the SVA Plan and 2023 Omnibus Plan; no indemnification for clawed-back amounts .
- Restrictive covenants: RSU/PSU award agreements include post-employment non‑solicitation (12 months), confidentiality/trade secrets, and non‑disparagement; severance and other cash arrangements remain subject to clawback policy (illustrated in separation 8‑K) .
Compensation Structure Analysis
- Mix and pay-at-risk: FY2025 total comp ($513,721) skewed toward fixed pay (base $350,957) and equity ($140,556) with no annual SVA payout (0.0x), evidencing downside pay-for-performance sensitivity .
- Equity design shift: Beginning FY2024, 20% of equity in PSUs tied to a volume metric (total pounds sold) while 80% remains RSUs; PSUs add performance leverage to the long-term program .
- Market positioning: FY2025 grants to Pronitcheva were slightly above the 25th percentile of market benchmarks, reflecting JBSS’ conservative equity usage outside the Family Management Team .
- Perquisites: Modest ($22,208 in FY2025), primarily retirement plan match, life insurance, and car allowance .
- Annual incentive calibration: SVA multiples varied materially (1.34x in FY2023, 2.0x in FY2024, 0.0x in FY2025), evidencing clear alignment with economic profit trends .
Risk Indicators & Red Flags
- Pledging/Hedging: Anti-pledging and anti-hedging policies for executives; no direct pledges by executives reported as of proxy date (mitigates forced-sale risk) .
- Clawback: Compliant with SEC/Nasdaq rules; broad scope and non‑indemnifiable (shareholder-friendly) .
- Section 16 compliance: One late Form 4 for Pronitcheva (a purchase) was reported and subsequently filed via Form 5; company reported compliance otherwise in FY2025 .
- Related-party/COC severance: No cash CIC severance multiple disclosed for Pronitcheva; equity acceleration terms are plan-based, limiting parachute risk .
Investment Implications
- Alignment: Pronitcheva’s incentive structure is tightly linked to economic profit (SVA) and long-term operating volume (PSUs). The 0.0x FY2025 SVA outcome versus 2.0x in FY2024 demonstrates high pay sensitivity to performance, which is positive for alignment but introduces retention risk in down cycles .
- Overhang and selling pressure: Unvested RSUs total 4,645 and PSUs 710 (target) as of 6/26/2025; RSUs vest on a three‑year schedule and PSUs after 33 months, implying periodic release windows and potential liquidity events; however, anti-pledging, preclearance, and blackout controls mitigate adverse trading optics .
- Market positioning: Equity grant values for non‑Family executives (including Pronitcheva) are conservative (≈25th percentile), limiting dilution and signaling disciplined capital allocation, but may require careful retention management amid volatile SVA outcomes .
- Governance quality: Robust clawback, anti‑hedging/pledging, and risk oversight involvement (management Risk Assessment Committee) support governance and risk management credibility .