John J. Sumas
About John J. Sumas
John J. Sumas is Chief Executive Officer (since December 13, 2024) and a Director (since 2009) of Village Super Market, Inc.; age 55 as disclosed in the 2025 proxy . Under his leadership transition, GAAP net income rose from $50.5 million in FY 2024 to $56.4 million in FY 2025, and the company’s TSR rose from $153.57 to $186.06 on the $100 baseline, indicating positive shareholder returns during the first year of his tenure . Village operates as a controlled company with the Sumas Family Group holding a majority of voting power; board leadership is currently separated (CEO distinct from Chairman), with the Executive Committee including John J. Sumas .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Village Super Market, Inc. | Chief Executive Officer | 2024–present | Leadership transition; separation of Chairman/CEO roles; oversight of operations and strategy |
| Village Super Market, Inc. | Co‑President | 2018–2024 | Co-led commercial and operating functions ahead of CEO appointment |
| Village Super Market, Inc. | Chief Operating Officer | 2014–2018 | Led store operations and execution |
| Village Super Market, Inc. | General Counsel | 2007–2019 | Legal oversight; governance and compliance |
| Village Super Market, Inc. | Vice President | 2007–2014 | Senior leadership development in operations |
External Roles
| Organization | Role | Years | Committee Roles / Impact |
|---|---|---|---|
| Wakefern Food Corp. | Board Member | 2025–present | Chair: Food Service Committee; Chair: Retail Employee Relations; Member: Sales & Merchandise, Insurance, Shop‑Rite Retail Services — influencing merchandising, labor relations and supplier programs |
Fixed Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2025 | 818,212 | 680,000 | — | — | — | 30,395 | 1,528,607 |
| 2024 | 740,000 | 433,000 | — | — | — | 26,987 | 1,199,987 |
- Named executive officers are employed at‑will and have no employment contracts providing severance or change‑of‑control payments .
Performance Compensation
- Restricted stock grant: 26,000 Class A restricted shares granted March 17, 2023; time‑based vesting on March 17, 2026, contingent on continued employment; dividends payable on restricted shares .
- No stock options outstanding for any NEO at FY 2025; therefore no option overhang or exercise‑driven selling pressure .
- The proxy does not disclose specific annual bonus performance metrics, weightings, or targets for the CEO; non‑equity incentive plan compensation for the CEO was $— in FY 2024–2025, with compensation delivered in salary and cash bonus .
| Equity Award (CEO) | Grant Date | Shares (#) | Vesting | Unvested Market Value ($) |
|---|---|---|---|---|
| Class A Restricted Shares | Mar 17, 2023 | 26,000 | 100% on Mar 17, 2026 | 934,440 (at $35.94 close on Jul 26, 2025) |
Pay vs Performance indicators:
| Year | Compensation Actually Paid to CEO ($) | TSR ($ per $100 baseline) | GAAP Net Income ($MM) |
|---|---|---|---|
| 2025 | 1,694,487 | 186.06 | 56.4 |
| 2024 | — | 153.57 | 50.5 |
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| John J. Sumas | 1,457,422 | 12.2% | 1,356,915 | 32.9% |
- Family control: Sumas Family Group beneficially owns 25.3% of Class A and 76.9% of Class B; combined voting power 61.8% due to dual‑class structure .
- Footnote details: John J. Sumas serves as trustee/co‑trustee for various family trusts that hold Class A and Class B shares .
- Employee directors receive no additional board compensation; equity alignment primarily via executive grants and long‑held family stakes .
Employment Terms
- At‑will employment; no severance or change‑of‑control provisions for NEOs .
- Company maintains a SERP for certain NEOs to offset DB plan limits; benefits vest at 20% per year since 2004; payout formula tied to 50% of highest 60‑month average compensation, net of qualified plan and Social Security benefits; early retirement reductions apply; covered pay includes salary and bonuses .
- No stock options outstanding at FY 2025; no reported clawback or tax gross‑up provisions specific to NEOs in the proxy .
Board Governance
- Board service history: Director since 2009; CEO since 2024; member of the Executive Committee (with Robert Sumas, John P. Sumas, Nicholas J. Sumas II), authorized to act on corporate policy/performance .
- Committee roles: Sits on Compensation Committee alongside two insiders and two independent directors; the committee met twice in FY 2025 and does not utilize a charter; full Board approves equity grants .
- Controlled company: Not required to have a majority of independent directors or fully independent compensation/nominating committees; Board determined non‑management directors are independent under SEC/NASDAQ definitions .
- Board leadership: Roles split — John J. Sumas (CEO) and Nicholas J. Sumas II (Chairman/President); structure adopted following a leadership transition in December 2024 .
- Board activity: Seven meetings in FY 2025; all directors attended ≥75% of Board/committee meetings; all nine directors attended the 2024 annual meeting .
- Audit Committee: Independent composition; charter appended; executive sessions with auditors and management at least annually; Stephen Rooney identified as “financial expert” .
Director Compensation
- Non‑employee directors: Annual cash retainer $50,000; Audit Chair receives an additional $2,500; no meeting fees; time‑vested restricted shares granted March 17, 2023, vesting in thirds annually; employee directors (including the CEO) receive no board compensation .
Related Party Transactions and Alignment Flags
- Personal guarantees: All obligations to Wakefern Food Corporation personally guaranteed by Robert Sumas, John P. Sumas, John J. Sumas and Nicholas J. Sumas II, indicating high alignment but concentrated family risk exposure .
- Real estate lease: Chatham, NJ store lease with Hickory Square Associates; Sumas family entities are partners in the landlord entity (Sumas Realty Associates) .
- Delinquent Section 16 reports: One late Form 4 filing disclosed for Robert Sumas (April 2025); none noted for John J. Sumas in FY 2025 .
Performance & Track Record
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues | 2,061,084,000 * | 2,166,654,000 * | 2,236,566,000 * | 2,320,690,000 * |
| EBITDA | 73,653,000* | 100,057,000* | 99,639,000* | 110,184,000* |
| Net Income | 26,830,000 * | 49,716,000 * | 50,462,000 * | 56,380,000 * |
- Values retrieved from S&P Global.
- Pay vs performance disclosures show positive CAP (Compensation Actually Paid) alongside rising net income and TSR in FY 2025 under John J. Sumas’s first CEO year .
Investment Implications
- Compensation alignment: CEO pay in FY 2025 was concentrated in base salary and cash bonus with no stock options outstanding and time‑based RSU vesting in March 2026, implying limited near‑term forced selling and moderate retention incentives via upcoming vesting .
- Governance risk/benefit: As a controlled company, the CEO’s presence on the Compensation Committee and family control over voting power (>50%) may reduce compensation independence but historically received strong say‑on‑pay support (>94% in 2023), suggesting investor tolerance to the structure .
- Ownership alignment: John J. Sumas’s significant beneficial holdings (12.2% of Class A; 32.9% of Class B) and multi‑year restricted stock vesting indicate high skin‑in‑the‑game, although family control can entrench governance and limit external influence on strategic pivots .
- Credit and counterparty: Personal guarantees to Wakefern reflect deep alignment and supplier interdependence; investors should monitor any changes in Wakefern relationships or guarantee terms as potential risk levers .
- Execution trajectory: FY 2025 delivered higher net income and TSR versus FY 2024 amidst leadership transition, supporting a positive near‑term performance trend under the current structure .