Michael J. Valentine
About Michael J. Valentine
Independent Class A Director, age 66. Director since April 1997; retired from management in January 2023 after 36 years at JBSS, including serving as Chief Financial Officer (January 2001–August 2021), Executive Vice President Finance and Secretary (from January 2001; Secretary until August 2022), and Group President (November 2006–January 2023). Prior external board service includes the Peanut and Tree Nut Processors Association and the American Peanut Council. He is the brother of director/executive James A. Valentine and cousin to multiple Sanfilippo directors/executives; he directly and via trusts controls 23.8% of JBSS voting power.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JBSS | Assistant Secretary; General Manager, External Operations | Assistant Secretary from June 1987; GM External Operations from 1990 to December 1995 | Finance and operations foundation |
| JBSS | Vice President & Secretary | December 1995–August 1999 | Corporate governance administration |
| JBSS | Senior Vice President & Secretary | August 1999–January 2001 | Senior leadership |
| JBSS | Executive VP Finance, CFO and Secretary | Named January 2001; CFO until August 2021; Secretary until August 2022 | Led finance, accounting, capital allocation |
| JBSS | Group President | November 2006–January 2023 | Oversaw business groups and strategy execution |
| JBSS | Director | Elected April 1997–present | Board service with Class A holders |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peanut and Tree Nut Processors Association | Director | Prior service (dates not disclosed) | Industry insights and advocacy |
| American Peanut Council | Director | Prior service (dates not disclosed) | Industry coordination and standards |
Board Governance
- Committee assignments: Audit (Forbes Lieberman—Chair; Romero; Taaffe), Compensation & Human Resources (Taaffe—Chair; Forbes Lieberman; Romero), and Nominating & Governance (Romero—Chair; Taaffe; Forbes Lieberman) are composed solely of independent directors; Valentine is not listed as a member of any of these committees.
- Independence: The Board explicitly identified Forbes Lieberman, Romero, and Taaffe as independent under Nasdaq and SEC rules; Valentine is a Class A director and significant shareholder and is not identified as independent in the proxy.
- Attendance: The Board met seven times in FY2025; each director attended at least 85% of Board and committee meetings for which they served; all directors attended the 2024 annual meeting.
- Controlled company: JBSS qualifies as a “controlled company” due to the Sanfilippo and Valentine groups and a reciprocal voting understanding; despite exemptions, all key committees are independent-only.
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash retainer | $76,500 | $79,000 |
| Committee fees | $0 (retainer only) | $0 (retainer only) |
| Total cash fees | $76,500 | $79,000 |
| Stock awards (grant-date fair value) | $91,364 | $100,933 |
| RSUs granted (#) | 1,004 | 1,268 |
| RSU grant date and price | Nov 16, 2023 at $93.61 | Nov 20, 2024 at $82.04 |
Performance Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Director equity type | RSUs only (Outside Director grant) | RSUs only (Outside Director grant) |
| Vesting schedule | RSUs scheduled to vest Oct 30, 2024; director may take shares at vesting or defer until after board service | 1,268 RSUs outstanding as of June 26, 2025; vesting date not disclosed |
| Performance metrics tied to director pay | None disclosed for director equity grants | None disclosed for director equity grants |
Governance signal: Director equity is time-based RSUs, aligning incentives with stock performance and retention; no option awards or performance metrics are used for directors.
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Peanut and Tree Nut Processors Association | Industry association | Director | Shared industry networks; not a public-company interlock |
| American Peanut Council | Industry association | Director | Shared industry networks; not a public-company interlock |
No current public-company directorships were disclosed for Valentine.
Expertise & Qualifications
- Accounting and Financial Experience from former CFO role.
- Deep Industry Experience across multiple decades at JBSS and service on nut industry association boards.
- Senior Leadership Experience as former CFO and Group President.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common Stock (direct) | 50,758 shares | Directly held; excludes RSUs |
| RSUs convertible within 60 days | 1,268 shares | Included in beneficial ownership totals |
| Beneficial Common (incl. RSUs) | 52,026 shares | As presented in beneficial ownership table |
| Class A Stock (as trustee) | 828,930 shares | Three trusts of 276,310 shares each |
| % of Class A outstanding | 31.9% | As of September 2, 2025 |
| Voting power (matters other than director elections) | 23.8% | Based on 10 votes per Class A share |
Governance signal: Concentrated voting power via Class A shares and trust control creates potential influence over outcomes, tempered by independent-only committees.
Governance Assessment
- Strengths: Independent-only Audit/Comp/Governance committees; regular executive sessions and Lead Independent Director structure; director compensation modest with equity alignment; strong attendance; prior Say-on-Pay support ~98.5% indicates investor confidence.
- Concerns/RED FLAGS: Family-controlled structure and reciprocal voting understanding; significant voting power controlled by Valentine; extensive family relationships spanning Board and management; related-party exposure including (a) Selma facility lease with Selma Investments, LLC (members include Valentine Children Stock Partnership at 25%) and (b) compensation to related persons (Senior Technical Advisor James A. Valentine $438,099; procurement manager John Carroll >$120k), though subject to committee oversight under RPT Policy.
- Engagement/Independence: Valentine is not listed as independent and does not sit on key oversight committees; independent directors provide formal oversight of audit, compensation, and governance risks including related-party transactions, cybersecurity, and anti‑pledging policy.
Net takeaway: Governance risks center on control dynamics and related-party ties; mitigating factors include independent committee architecture, clear disclosure of ownership/voting structures, and active oversight of RPTs and risk domains.