John P. Sumas

About John P. Sumas

Executive Vice President, Secretary, and Director at Village Super Market (VLGEA), age 76. He has served as a Director since 1982 and as Executive Vice President since 1989, with responsibility for frozen food and dairy operations; he is also a member of Wakefern’s Frozen Food and Dairy Committees . VLGEA is a controlled company with Sumas family voting control; recent pay-vs-performance disclosure shows TSR rising from $104.59 in FY2022 to $186.06 in FY2025 and GAAP net income increasing from $26.8M to $56.4M over the same period . Company revenues increased from $2.06B to $2.32B and EBITDA from $73.7M to $110.2M across FY2022–FY2025 (values retrieved from S&P Global; EBITDA marked with an asterisk) *.

Past Roles

External Roles

Fixed Compensation

Notes:

• Employee officers are employed at-will; no employment contracts providing severance or change-in-control payments .
• “All Other Compensation” generally includes company auto personal use, long-term disability premiums, and 401(k) match per proxy footnotes .

Performance Compensation

• VLGEA does not disclose formulaic performance metrics (e.g., revenue/EBITDA/TSR targets) for annual incentives; the program consists of base salary, discretionary annual bonus, and periodic time-based restricted stock grants on a three-year cycle .
• No non-equity incentive plan compensation shown for John P. Sumas in 2023–2025 .

Equity Ownership & Alignment

Additional alignment context:

• The Sumas Family Group beneficially owns 25.3% of Class A and 76.9% of Class B (61.8% combined voting power), rendering VLGEA a NASDAQ “controlled company” .
• No options outstanding; equity overhang for John P. Sumas is limited to time-based RS .

Employment Terms

• At-will employment; no severance or change-of-control benefits; no single/double-trigger acceleration disclosed for NEOs .
• SERP participation: vesting at 20% per year beginning 2004; normal retirement defined as later of age 65 or 5 years of participation; benefit equals 50% of highest 60 consecutive months’ average compensation (offset by qualified plan and Social Security); early retirement reductions apply .
• Insider trading policy in place; compliance reported with Section 16(a) during FY2025 (exception noted for Robert Sumas; no exception listed for John P. Sumas) .

Related-party transactions and obligations:

• VLGEA’s Chatham, NJ store is leased from Hickory Square Associates; annual rent $735,000; Sumas Realty Associates is a 30% limited partner; John P. Sumas holds a 20% interest in Sumas Realty Associates; lease expires 3/31/2026 .
• All obligations of VLGEA to Wakefern Food Corp. are personally guaranteed by Robert Sumas, John P. Sumas, John J. Sumas, and Nicholas J. Sumas II .

Board Governance

• Director since 1982; employee director (not independent) .
• Executive Committee member alongside Robert Sumas, John J. Sumas, and Nicholas J. Sumas II; authorized to act on corporate policy and performance .
• Compensation Committee member; committee includes CEO, EVP (John P.), Senior Advisor, plus two independent directors; met twice in FY2025; no committee charter .
• Audit Committee comprised solely of independent directors; met eight times in FY2025; operates under a charter; Rooney designated “financial expert” .
• Board held seven meetings in FY2025; all directors attended at least 75%; nine directors attended the 2024 annual meeting .

Director compensation:

• Employee directors receive no Board compensation; non-employee directors receive a $50,000 annual retainer (+$2,500 for Audit Chair) and periodic restricted shares (e.g., 12,000 Class A granted 3/17/2023) .

Say-on-Pay:

• 2023 advisory vote approval exceeded 94%; committee made no structural changes in response .

Company Performance (for pay-for-performance context)

Values marked with an asterisk retrieved from S&P Global.

TSR and Net Income benchmarks:

• TSR ($100 initial investment): $104.59 (2022), $112.93 (2023), $153.57 (2024), $186.06 (2025) .
• GAAP Net Income: $26.8M (2022), $49.7M (2023), $50.5M (2024), $56.4M (2025) .

Compensation Structure Analysis

• Mix shift: cash compensation (salary + discretionary bonus) dominates annual pay; equity is episodic (time-based RS grant every ~3 years), with no PSUs or option grants outstanding—reduces explicit performance linkage and sell pressure tied to vesting windows .
• Guaranteed pay: base salary increased sequentially; bonuses increased markedly in 2025, consistent with improved operating results; however, bonus metrics are not disclosed, suggesting discretionary determinations by a committee that includes insiders .
• Equity grant cadence: three-year RS cycle (2017, 2020, 2023 grants) with full vest after 3 years; creates identifiable vesting overhang (next on 3/17/2026) .
• Clawback/ownership guidelines: proxy does not disclose executive clawback provisions or stock ownership guidelines; insider trading policy is disclosed .

Vesting Schedules and Insider Selling Pressure

• Unvested RS: 26,000 shares vest 3/17/2026; market value ~$934K as of 7/26/2025; time-based vest may create near-term liquidity events around vesting dates; no options outstanding to create forced hedging/selling dynamics .

Equity Ownership & Pledging

• Significant direct and indirect ownership by John P. Sumas across dual-class shares; no options; proxy does not disclose any share pledging by John P. Sumas; insider trading policy governs transactions .

Compensation Committee Analysis

• Composition includes the CEO and two Sumas family executives (John J. and John P.) plus two independent directors; the committee met twice and lacks a charter, increasing potential for discretionary outcomes and related-party influence in pay setting .
• Audit Committee is independent with a formal charter and financial expert, partially mitigating governance concerns .

Related Party Transactions

• Chatham store lease with an entity in which John P. Sumas has a 20% interest via Sumas Realty Associates; annual rent $735,000; lease through 3/31/2026 .
• Personal guarantees to Wakefern by John P. Sumas and other family members—aligns incentives but introduces personal exposure and potential cross-influence with supplier/cooperative .

Investment Implications

• Alignment: High insider ownership and family-controlled governance support long-term orientation; however, the compensation committee’s insider composition and lack of a charter increase the probability of discretionary, non-metric-linked bonuses—monitor for pay escalation without commensurate performance .
• Near-term trading dynamics: 26,000 RS shares vesting on 3/17/2026 (~$934K at 7/26/2025 prices) may create selling pressure; absence of options limits leverage-related hedging .
• Retention risk: No severance or CoC protections; substantial SERP and ownership reduce voluntary departure risk given 36+ years tenure and family control; succession risk low in a family-led, controlled entity .
• Governance red flags: Related-party lease and controlled company structure, plus compensation oversight by insiders; balance with strong audit oversight and high say-on-pay support (94%) .
• Performance trajectory: TSR and net income trends are favorable; revenue and EBITDA growth provide support for higher cash bonuses, but absence of explicit performance metrics warrants continued scrutiny of pay-for-performance rigor *.