Pamela Forbes Lieberman
About Pamela Forbes Lieberman
Pamela Forbes Lieberman, age 71, is an independent director of JBSS (John B. Sanfilippo & Son, Inc.) who joined the Board in October 2020. She chairs the Audit Committee (designated Audit Committee Financial Expert) and serves on the Compensation and Human Resources Committee and the Nominating and Governance Committee. A CPA, she holds an MBA from Northwestern University’s Kellogg School and a BS in Accountancy from the University of Illinois, with prior C-suite roles (CEO/COO/CFO) across distribution, retail, and manufacturing and an early career at Price Waterhouse (PwC) .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| TruServ Corporation (now True Value Company) | President & CEO; previously COO and CFO | Not dated; prior to 2006 | Executive leadership; strategy, M&A, IT oversight (from CFO role at Fel-Pro) |
| Entertainment Resource, Inc. | Interim Chief Operating Officer | 2006 | Operational leadership during transition |
| ShopTalk Inc.; The Martin-Brower Company, LLC; Fel-Pro, Inc. | Chief Financial Officer (each) | Not dated | Finance leadership; strategy/M&A/IT exposure (Fel-Pro) |
| Price Waterhouse (PwC) | Early career (CPA) | Not dated | Audit/accounting foundation; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Standard Motor Products, Inc. (NYSE:SMP) | Director; Audit Committee Chair | Since Aug 2007 | Also on Compensation & Management Development, Nominating & Corporate Governance, Strategic Planning Committees |
| Rush University System for Health | Director | Not dated | Audit Committee Chair; Nominating & Governance Committee |
| VWR Corporation | Director (former) | Until late 2017 | — |
| A. M. Castle & Co. | Director (former); Board Chair; Audit Committee Chair | Until late 2017 | Board leadership and audit oversight |
| NACD, Chicago Chapter | Board of Directors | Not dated | Governance community involvement |
Board Governance
| Item | Detail |
|---|---|
| Committee roles | Audit Committee Chair (and Audit Committee Financial Expert); member, Compensation & Human Resources; member, Nominating & Governance |
| Committee meetings (FY2025) | Audit: 5 meetings; Comp & HR: 7; Nominating & Governance: 5 |
| Independence | Board determined she is independent under Nasdaq 5605(a)(2), Exchange Act Rule 10A-3 and 10C-1, and is a Rule 16b-3 non-employee director |
| Attendance | Board held 7 meetings in FY2025; each director attended at least 85% of Board and committee meetings; all directors attended the 2024 annual meeting |
| Lead Independent Director | Role exists with robust responsibilities; current Lead Independent Director is Ellen C. Taaffe |
| Executive sessions | Regular executive sessions of independent directors |
| Stockholder engagement | Management-led, overseen by the Board and Nominating & Governance Committee; ~9 investor meetings/roadshows in FY2025; outreach to holders of ~40% of outstanding shares |
| Oversight scope (Audit) | Accounting/financial reporting/internal control/compliance; related-party transaction review; anti-pledging policy oversight; cybersecurity, AI, information security, data protection |
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Cash Breakdown (as disclosed) |
|---|---|---|
| 2025 | 120,000 | Annual retainer $79,000; committee chair fees $27,500; committee member fees $13,500 |
| 2024 | 120,500 | Annual retainer $76,500; committee chair fees $35,000; committee member fees $9,000 |
Additional program context (FY2024 review): Outside Director cash elements included Board retainer $79,000; Audit Chair $20,000; Comp Chair $20,000; Governance Chair $15,000; committee member $9,000; Lead Independent Director $15,000 (program levels set November 2023) .
Performance Compensation
| Fiscal Year | Stock Awards ($) | Award Type | Grant Date | Shares Granted | Reference Price | Vesting |
|---|---|---|---|---|---|---|
| 2025 | 100,933 | RSUs | Nov 20, 2024 | 1,268 | $82.04 (close) | Outstanding as of Jun 26, 2025 (fiscal 2025 service); vesting date not specified in excerpt |
| 2024 | 91,364 | RSUs | Nov 16, 2023 | 1,004 | $93.61 (close) | Scheduled to vest Oct 30, 2024; payable at vest or deferred to board exit |
Notes:
- Director equity for FY2024-FY2025 is in RSUs; director compensation tables list cash and stock awards only (no option awards reported for directors in these years) .
- Compensation & HR Committee report lists Pamela Forbes Lieberman as a signing member, indicating active oversight of compensation design and CD&A inclusion .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Standard Motor Products, Inc. (Audit Chair; additional committees) |
| Non-profit/academic boards | Rush University System for Health (Audit Chair; Nominating & Governance) |
| Prior public boards | VWR Corporation (director until late 2017); A. M. Castle & Co. (director; Board Chair; Audit Chair) |
| Compensation Committee interlocks | None in FY2025: the Comp & HR Committee (Taaffe, Forbes Lieberman, Romero) had no interlocks/insider participation; no JBSS executive served on a comp committee of another company where there was reciprocal service . Same disclosure for FY2024 . |
Expertise & Qualifications
- CPA with deep accounting/financial expertise; early career at Price Waterhouse (PwC) .
- Senior leadership in strategy, operations, finance, M&A, IT; CEO of True Value; interim COO; CFO roles at multiple companies .
- Governance and public company experience; roles as Board Chair and Audit Chair at prior companies; NACD Chicago Chapter board involvement .
- Risk oversight experience including cybersecurity governance education; experience with family-controlled companies and non-profit academic medical center oversight .
- Designated Audit Committee Financial Expert at JBSS .
Equity Ownership
| As-Of Date | Common Shares Beneficially Owned | % of Common | Class A Shares | % of Class A | RSUs Outstanding (Context) |
|---|---|---|---|---|---|
| Sep 2, 2025 | 5,334 | <1% | — | — | 1,268 RSUs outstanding as of Jun 26, 2025 (granted for FY2025 service) |
| Sep 3, 2024 | 4,066 | <1% | — | — | 1,004 RSUs outstanding as of Jun 27, 2024 (granted for FY2024 service) |
Ownership alignment policies:
- Stock Ownership Guidelines: Outside Directors must hold the lesser of 10,500 “Eligible Shares” or shares equal to 4x annual cash retainer; Compensation & HR Committee determined all executives and directors have met or are on track to meet requirements by their respective dates .
- Anti-Hedging Policy: prohibits hedging by executives and directors .
- Anti-Pledging Policy: prohibits directors and executive officers from pledging directly owned JBSS shares; quarterly Audit Committee review; as of the proxy date, no director or executive officer had directly pledged shares .
- Company notes no pledge has been foreclosed upon; policy posted on corporate website; complements anti-hedging and ownership guidelines .
Governance Assessment
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Strengths
- Independent Audit Chair with CPA and extensive audit/finance credentials; designated financial expert; committee oversees financial reporting, related-party reviews, anti-pledging, and cybersecurity/AI risk—key investor confidence levers .
- Documented independence under Nasdaq and Exchange Act standards; strong attendance (≥85%); participation in all major governance committees; regular executive sessions and a defined Lead Independent Director role .
- Director pay balanced between cash and equity; clear RSU grant mechanics; year-over-year increases tied to program review and independent consultant input; equity helps align interests .
- Stock ownership guidelines, anti-hedging and anti-pledging constraints for directors, with Audit Committee oversight, support alignment and risk control .
-
Watch items / context
- Controlled company with significant family ownership and certain family trusts that have pledged Class A shares; while directors/officers may not pledge directly owned stock, the concentrated control and external pledges can pose governance optics and potential liquidity/control risk in stress scenarios; Audit Committee receives ongoing updates and risk mitigation representations from trustees .
- Director-specific ownership is modest (<1% of Common), though within guidelines; continued accumulation can further align incentives .
-
Compensation structure analysis (director-level)
- FY2025 vs FY2024: Cash retainer increased (program-level change in Nov 2023); RSU grant value increased from $94,000 to $104,000; Pamela’s total director comp rose to $220,933 from $211,864, maintaining a cash/equity mix consistent with peer-oriented design .
RED FLAGS
- Controlled company dynamics and pledged Class A shares at stockholder trusts (not by directors/officers) merit continued oversight by the Audit Committee, which it conducts quarterly; no foreclosures to date and trustees cite excess liquidity and mitigation measures .
Citations:
- Role, biography, education, external roles:
- Committee roles, meetings, financial expert status:
- Independence, attendance, engagement:
- Lead Independent Director and governance highlights:
- Director compensation (FY2025 amounts and RSU grant details):
- Director compensation (FY2024 amounts; vest date of RSUs; program elements):
- Comp Committee interlocks:
- Beneficial ownership (Pamela; groups):
- Anti-pledging/hedging policies and status: