James Pappas
UNITED NATURAL FOODSAbout James C. Pappas
James C. Pappas (age 44) has served on UNFI’s Board since September 2023 and is an independent director. He is a member of both the Compensation Committee and the Nominating & Governance Committee. Pappas is the founder and Managing Member of JCP Investment Management (since June 2009) and previously worked in investment banking at Goldman Sachs (Leveraged Finance, 2005–2007) and Banc of America Securities. His background centers on corporate finance and food/restaurant sector investing with multiple public company board experiences.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JCP Investment Management | Founder, Managing Member | Jun 2009–present | Activist/value-oriented investing; owner/operator context |
| Goldman Sachs (Investment Banking/Leveraged Finance) | Banker | 2005–2007 | LBOs, recapitalizations, refinancing advisory |
| Banc of America Securities | Investment Banker (Consumer/Retail) | Prior to 2005 (dates not specified) | Consumer/retail coverage |
| Tandy Leather Factory, Inc. | Director | 2016–Jan 2025 | Board oversight of specialty retail/wholesale operations |
| Jamba, Inc.; The Pantry, Inc.; Morgan’s Foods, Inc. | Director (prior) | Not disclosed | Food-related public company board experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Panera Brands Inc. | Director | May 2025 | Panera Bread/Einstein Bros./Caribou platform |
| Red Robin Gourmet Burgers, Inc. | Director | Dec 2024 | Casual dining chain |
| Innovative Food Holdings, Inc. | Chairman (Dir. since 2020) | Chair since 2023 | Direct-to-chef/restaurant specialty food platform |
Board Governance
- Independence and committees: The Board determined Pappas is independent; he serves on Compensation and Nominating & Governance (N&G). Nine of ten directors are independent.
- Committee work and cadence: Compensation Committee held 5 meetings in FY2025; N&G held 5 meetings; Board held 8 meetings with executive sessions of independent directors after each regular quarterly meeting. All directors attended at least 75% of Board/committee meetings; all attended the last annual meeting.
- Committee mandates: Compensation oversees executive pay, leadership development, human capital, and engages FW Cook as independent consultant (independence evaluated annually; charter amended June 2025). N&G oversees corporate governance principles, board refresh, CEO succession planning, sustainability policy, and reviews/approves related party transactions under the Related Party Transaction Policy (charter amended June 2025).
- Overboarding controls: UNFI limits independent directors to a maximum of four public company boards; N&G annually reviews director external board service. Pappas currently serves on three corporate boards in addition to UNFI (within policy).
Fixed Compensation (Director)
| Metric (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,750 |
| Stock Awards (grant-date fair value) | $170,000 |
| All Other Compensation | $0 |
| Total | $278,750 |
- Director pay structure: Components are annual cash retainers and time-based RSUs (vesting one year from grant); expenses reimbursed, no meeting fees disclosed.
- Retainer policy changes: Effective Jan 2025, annual cash retainer increased by $5,000 to $110,000; Independent Chair retainer +$25,000. Annual director equity grant increased by $5,000 to $175,000 effective fiscal 2026.
- Plan limit: Total annual cash + equity compensation for any non-employee director capped at $800,000 under the equity plan.
Performance Compensation (Director Equity)
| Equity Element | Details |
|---|---|
| RSU Vesting | Time-based RSUs vest 1 year from grant date (no performance conditions) |
| FY2025 Grant Value (RSUs) | $170,000 grant-date fair value |
| Unvested RSUs held (as of Aug 2, 2025) | 6,486 units |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Red Robin Gourmet Burgers, Inc. | Public | Director | Restaurant chain (industry adjacency to UNFI’s food ecosystem) |
| Panera Brands Inc. | Corporate | Director | Multi-brand fast casual platform; food sector exposure |
| Innovative Food Holdings, Inc. | Public/OTC | Chairman | Specialty food distribution platform |
- Service load vs. policy: UNFI policy allows up to 4 public company boards for independent directors; Pappas’ three current corporate boards are within limit (N&G reviews time commitments).
Expertise & Qualifications
- Finance and transactions: Expertise in corporate finance, leveraged finance, recapitalizations, and board-level M&A oversight.
- Sector specialization: Deep understanding of restaurant and food businesses; multiple food-related public company boards.
- Governance contribution: Skills cited by UNFI include corporate finance acumen and food-industry insight that add value to the Board.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| James C. Pappas | 489,700 | <1% |
| Breakdown (included in the above): JCP Investment Partnership, LP | 293,144 | — |
| Breakdown (included in the above): Accounts managed by JCP Investment Management, LLC | 177,178 | — |
| Shares Outstanding (Record Date Oct 22, 2025) | 60,931,668 | — |
- Policy alignment and restrictions: Directors must hold UNFI stock equal to 5x the annual cash retainer within five years; hedging is prohibited under stock ownership guidelines and Insider Trading Policy; given the 18‑month stock price decline, the five-year accumulation period was reset for most directors in FY2025; as of Aug 2, 2025, all directors were in compliance or on track. Pledging/hedging by directors and executives is prohibited.
Shareholder Voting Signal (Most Recent Election)
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| James C. Pappas (Dec 17, 2024 Meeting) | 45,181,073 | 1,456,265 | 243,981 | 5,667,241 |
Governance Assessment
- Strengths: Independent director with relevant food/restaurant domain experience; meaningful beneficial ownership including affiliated entities, supporting alignment; active service on two key committees (Compensation and N&G) with solid committee processes (independent consultant, annual independence review, refreshed charters); strong director ownership guidelines and prohibition on hedging/pledging. Attendance and engagement standards met in FY2025.
- Watch items: Multi-board service requires ongoing time-management scrutiny (within UNFI’s limit and reviewed by N&G). Beneficial ownership includes positions through JCP entities—any dealings between UNFI and such entities would fall under N&G’s Related Party Transaction Policy oversight (no Pappas-specific transactions are described in the proxy).