James Loree
UNITED NATURAL FOODSAbout James Loree
James M. Loree (age 67) has served on UNFI’s Board since September 2023 and is an independent director and member of the Audit Committee. He is currently CEO of Serta Simmons Bedding (since July 2024) and previously held senior leadership roles at Stanley Black & Decker, including CEO (2016–2022). He also serves on Whirlpool Corporation’s board (audit and finance committees). His experience spans finance, operations, supply chain/logistics, risk management, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker | CEO; President & COO; COO; EVP & CFO; VP & CFO | CEO 2016–2022; President & COO 2013–2016; COO 2009–2013; EVP & CFO 2002–2009; VP & CFO 1999–2002 | Director 2016–2022 |
| Harsco Corporation | Director | 2010–2016 | Audit Committee Chair 2012–2016 |
| General Electric Company | Financial and operating management roles | 1980–1999 | Increasing responsibility in business, corporate, and financial services |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Serta Simmons Bedding | Chief Executive Officer; Director | CEO since Jul 2024; Director since Jul 2023 | — |
| Whirlpool Corporation | Director | Current | Audit Committee; Finance Committee |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee held five meetings in fiscal 2025; members are Muehlbauer (Chair), Blake, Loree, Mohammad. The Board has determined all Audit members, including Loree, are “audit committee financial experts” per SEC rules .
- Independence: The Board determined nine of ten directors are independent, including James M. Loree. UNFI maintains independent Chair, regular executive sessions, and 100% independent Board committees .
- Attendance: The Board met eight times in fiscal 2025; all directors attended at least 75% of Board and committee meetings, and all current directors attended the last annual meeting .
- Board leadership: Independent Chair (Jack Stahl); regular executive sessions after quarterly meetings .
Fixed Compensation
| Component (Fiscal 2025 unless noted) | Amount/Detail | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $108,750 (Loree) | |
| Stock Awards (RSUs, grant-date fair value under ASC 718) | $170,000 (Loree) | |
| Total | $278,750 (Loree) | |
| Annual Cash Retainer (Directors) | $110,000 (effective Jan 2025) | |
| Committee Chair Fees | Audit Chair $30,000; Compensation Chair $20,000; Nominating & Governance Chair $20,000 | |
| Independent Chair Retainer | $150,000 (increase approved Dec 2024, effective Jan 2025) | |
| Annual Equity Grant (Directors) | RSUs valued at $175,000 (effective fiscal 2026) |
Notes:
- Non-employee director compensation consists of annual cash retainers and time-based RSUs; directors are reimbursed for meeting-related expenses .
Performance Compensation
| Instrument | Grant Value | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Time-based RSUs (Directors) | $170,000 (Loree, FY25) | As of Aug 2, 2025 each non-employee director held 6,486 unvested RSUs | One year from grant date | None disclosed for director RSUs (time-based only) |
Additional details:
- RSU grant-date fair value is calculated using the NYSE closing price on the grant date .
Other Directorships & Interlocks
| Company | Relationship to UNFI | Potential Interlock/Conflict |
|---|---|---|
| Whirlpool Corporation | Appliance manufacturer; no disclosed business with UNFI | No related-party transactions disclosed involving Loree; Board notes a separate ordinary-course relationship reviewed for independence involving Mr. Funk, not Loree . |
| Serta Simmons Bedding | Bedding manufacturer; private company | No related-party transactions disclosed involving Loree . |
Governance limits: Directors are limited to serving on no more than three additional public company boards; pre-notification to Nominating & Governance Chair and CEO is required for new appointments .
Expertise & Qualifications
- The Board highlights Loree’s expertise in finance, operations, supply chain and logistics, risk management, sustainable business practices, corporate governance, and broad consumer sector experience .
- Audit Committee financial expert designation (Board determination) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Ownership | Notes |
|---|---|---|---|
| James M. Loree | 19,378 | <1% | Beneficial ownership per SEC rules; includes rights exercisable within 60 days . |
| Shares Outstanding (Record Date Oct 22, 2025) | 60,931,668 | — | Shares outstanding used for voting and ownership context . |
| Unvested RSUs held by each non-employee Director (as of Aug 2, 2025) | 6,486 | — | Held by each non-employee director . |
Ownership alignment and restrictions:
- Stock ownership guidelines: Directors must hold shares valued at 5x annual cash retainer; compliance expected within five years of joining the Board. Due to sustained stock price decline, five-year accumulation periods were reset for most directors in FY25; all directors were in compliance or on track as of Aug 2, 2025 .
- Hedging/pledging: Directors are prohibited from hedging or pledging Company stock under stock ownership guidelines and Insider Trading Policy .
Governance Assessment
- Strengths:
- Independent director on Audit Committee; designated “audit committee financial expert.” Committee met five times in FY25 and oversaw auditor independence and 10‑K inclusion .
- Strong governance framework with independent Chair, regular executive sessions, and robust stock ownership guidelines with anti-hedging/pledging prohibitions .
- Attendance: Board met eight times; all directors ≥75% attendance and attended the last annual meeting .
- Compensation for directors is balanced: cash retainer plus time-based RSUs; recent benchmarking-driven adjustments indicate ongoing alignment with market practice .
- Potential capacity considerations:
- Concurrent external roles (CEO of Serta Simmons; director at Whirlpool) increase time commitments; UNFI imposes board service limits and pre-approval process for additional appointments, mitigating risks of overboarding .
- Conflicts/related-party exposure:
- Proxy discloses a reviewed ordinary-course relationship with a company where Mr. Funk serves on the board; no related-party transactions are disclosed involving Loree .
- Shareholder oversight and pay signals:
- Board recommends “FOR” Say-on-Pay; investor engagement described as robust with positive feedback and responsive actions; governance and compensation policies emphasize clawback/recoupment and independent committee oversight .
RED FLAGS: None disclosed specific to Loree (no hedging/pledging, no related-party transactions). Monitor ongoing external commitments for potential overboarding perceptions despite UNFI’s limits and Loree’s current compliance .
