Mercedes Romero
About Mercedes Romero
Mercedes Romero, age 58, has served on the JBSS Board since October 2021 (four years’ tenure) and is an independent director under Nasdaq, SEC Rule 10A-3, Rule 10C-1, and Rule 16b-3 standards. Her background spans global operations, supply chain, and procurement leadership in consumer, food/beverage, spirits, retail, and transportation industries; she retired as Chief Procurement Officer of Primo Water in January 2025 and is NACD Directorship Certified (Dec 2024). She currently chairs the Nominating & Governance Committee (since Oct 2024) and serves on the Audit and Compensation & Human Resources Committees; the Board reports at least 85% attendance by each director for FY2025 and all directors attended the 2024 annual meeting. JBSS is a controlled company, but its Audit, Nominating & Governance, and Compensation & HR Committees are composed exclusively of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primo Water Corporation | Chief Procurement Officer; led Global Strategic Procurement; retired Jan 2025 | Retired Jan 2025 | Worked closely with Primo’s Board; led strategic sourcing global transformation |
| Ryder System, Inc. | Vice President, Sourcing & Supply Management | Not disclosed | Led supply and procurement transformations |
| Campari Group | Vice President, Procurement, Americas | Not disclosed | Network optimization across global manufacturing |
| Diageo | Vice President, Global Procurement | Not disclosed | Strategy and change management; sustainability initiatives |
| Starbucks | Vice President, Global Procurement | Not disclosed | Strategy, network transformations, sustainability and supplier diversity |
| Procter & Gamble | Early career roles | Not disclosed | Recognized as a change agent early in career |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| MarineMax, Inc. (NYSE: HZO) | Independent Director | Oct 2022 | Public company directorship; governance/cybersecurity training cited (NACD, LCDA, Stanford Directors’ College) |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Ms. Romero is independent (Nasdaq 5605(a)(2)); independent for SEC Rule 10A-3 (Audit), Rule 10C-1 (Compensation), and Rule 16b-3 (Non-employee). |
| Committee Assignments | - Nominating & Governance Committee: Chair (since Oct 2024); 5 meetings FY2025. Responsibilities include governance practices, board composition/succession, and oversight of certain ESG matters. |
| - Compensation & Human Resources Committee: Member; 7 meetings FY2025. Reviews exec pay, director pay, human capital oversight; used independent consultant (Pearl Meyer) with no conflicts in FY2025. | |
| - Audit Committee: Member; 5 meetings FY2025. Oversight of accounting, internal controls, related party transactions, anti-pledging policy, cybersecurity, information security, and AI. | |
| Attendance | Each director attended at least 85% of Board and committee meetings in FY2025; all directors attended the 2024 annual meeting (virtual). |
| Board/Shareholder Engagement | Stockholder engagement overseen by Board and Nominating & Governance Committee; ~9 investor meetings/roadshows in FY2025 with outreach to holders of ~40% of outstanding Common Stock. |
| Controlled Company Status | JBSS qualifies as a “controlled company” under Nasdaq Rule 5615(c)(1), yet keeps Audit, Nominating & Governance, and Compensation & HR Committees fully independent. |
| Governance Leadership | 2025–2026 governance changes included rotating committee leadership with Ms. Romero chairing Nominating & Governance; governance policy enhancements and increased corporate responsibility staffing. |
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $79,000 | Standard outside director board retainer. |
| Committee Chair Fees | $7,500 | Footnote details Ms. Romero’s chair fees for FY2025. |
| Committee Member Fees | $22,500 | Footnote details committee member fees for FY2025. |
| Total Cash Fees | $109,000 | Sum per director compensation table. |
| Equity Award (RSUs) | $100,933 (grant-date fair value) | 1,268 RSUs; grant date Nov 20, 2024; closing price $82.04; scheduled to vest Oct 29, 2025; payable in shares at vest or post-service if deferred. |
| Total FY2025 Compensation | $209,933 | Cash + RSUs as reported. |
| Program Structure | No per-meeting fees disclosed; annual RSU grant for outside directors under Omnibus Plan. |
Performance Compensation (Director)
| Performance-linked elements | FY2025 Status |
|---|---|
| Director performance-based cash or equity metrics | None disclosed; the outside director program consists of cash retainers and annual RSUs (no PSUs/options disclosed for directors). |
Other Directorships & Interlocks
| Item | Status/Details |
|---|---|
| Other public company boards | MarineMax, Inc. (independent director since Oct 2022). |
| Compensation Committee interlocks | None in FY2025; no JBSS executive served on another company’s comp committee where that company’s officers served on JBSS’s comp committee/board. |
Expertise & Qualifications
- Global operations, supply chain, and procurement leadership across retail, consumer goods, spirits, food/beverage, and pharmaceuticals; led multi-billion-dollar procurement budgets and complex global supply chains.
- Risk oversight in enterprise risk, including supply failure, commodity fluctuation, and environmental risks; focus on strategy, network optimization, and change management.
- Corporate responsibility and sustainability (supplier diversity, failure risk management), with experience at Clorox, Starbucks, Diageo, Primo Water, and Institute for Supply Management.
- Governance and cybersecurity oversight training; NACD Directorship Certified; LCDA Board Ready certifications; Stanford Directors’ College.
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 4,305 shares (Common + RSUs). |
| Common stock (direct) | 3,037 shares. |
| RSUs outstanding | 1,268 RSUs convertible within 60 days of Sept 2, 2025. |
| Ownership as % of Common | <1% (asterisk denotes less than 1%). |
| Class A stock | None. |
| Stock ownership guidelines | Outside Directors: lesser of 10,500 Eligible Shares or 4x annual cash retainer; all directors are meeting or on track per Compensation & HR Committee review. |
| Hedging/Pledging | Anti-hedging in place; Anti-Pledging Policy bars directors from directly pledging shares; as of the proxy, no director or executive officer has directly pledged shares. |
| Section 16(a) compliance | No delinquent filings named for Ms. Romero in FY2025. |
Related-Party Exposure
- JBSS discloses a related-party lease (Selma, TX) with entities tied to the Sanfilippo and Valentine families and certain family compensation; no related person transactions involving Ms. Romero are disclosed.
- Audit Committee (of which Ms. Romero is a member) oversees review/approval of related-person transactions and monitors the Anti-Pledging Policy quarterly.
Governance Assessment
- Strengths: Independent director with deep supply chain/procurement expertise; chairs Nominating & Governance; active on Audit and Compensation committees; strong attendance; alignment via ownership guidelines and anti-hedge/pledge; committee oversight of cybersecurity and AI risk; robust shareholder engagement and governance enhancements in FY2025–26.
- Board-level risk context: Controlled company with concentrated voting power; family trusts have pledged certain Class A shares, though the company notes mitigations (liquidity and collateral) and no direct pledges by directors/officers; independent committees provide oversight.
- Investor sentiment signal: Say-on-Pay support ~98.5% in 2024; continues to indicate shareholder comfort with compensation governance (context for overall governance stability).
Board Governance (At-a-glance table)
| Metric | FY2025 |
|---|---|
| Board meetings | 7; each director ≥85% attendance. |
| Nominating & Governance Committee | 5 meetings; Ms. Romero Chair. |
| Audit Committee | 5 meetings; Ms. Romero Member; oversight of cybersecurity/AI and anti-pledging. |
| Compensation & HR Committee | 7 meetings; Ms. Romero Member; used independent consultant with no conflicts. |
| Independence | Ms. Romero is independent under Nasdaq/SEC standards. |
Director Compensation (Detail)
| Item | FY2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $109,000 | Board retainer $79,000; Chair fees $7,500; Committee member fees $22,500. |
| Stock Awards (RSUs) | $100,933 | 1,268 RSUs; grant date Nov 20, 2024; scheduled vest Oct 29, 2025. |
| Total | $209,933 | As reported. |
RED FLAGS
- Controlled company voting concentration and historical family-related transactions (lease and internal family compensation) elevate governance risk; oversight mitigants include fully independent key committees, Anti-Pledging/Hedging policies, and regular Audit Committee review.