Kevin Begley
About Kevin Begley
Kevin Begley (age 67) is an independent director of Village Super Market, Inc. and has served on the Board since 2009. He is a Certified Public Accountant and previously served as the Company’s Chief Financial Officer (1987–2014) and Treasurer (2002–2014). He also served on the board of the non-profit Push to Walk from 2015 to 2018. The Board determined all non-management directors, including Mr. Begley, are independent; the Board met seven times in fiscal 2025 with all directors attending at least 75% of Board and applicable committee meetings, and all nine directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village Super Market, Inc. | Chief Financial Officer | 1987–2014 | Senior finance leadership for ~27 years; drove financial reporting and controls. |
| Village Super Market, Inc. | Treasurer | 2002–2014 | Oversight of treasury functions. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Push to Walk (non-profit) | Director | 2015–2018 | Board service at a paralysis-focused non-profit. |
Board Governance
- Committee assignments: Audit Committee member; the Committee comprises Stephen F. Rooney (Chair), Steven Crystal, and Kevin Begley; all members are independent. The Audit Committee met eight times in fiscal 2025.
- Independence: The Company is a NASDAQ “controlled company”; despite exemptions, the Board determined each non-management director is independent under SEC and NASDAQ standards.
- Attendance: Board met seven times in fiscal 2025; all directors had ≥75% attendance for Board and committee meetings; all nine directors attended the 2024 annual meeting.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, auditor independence, and related party transaction review/approval under its charter.
- Governance structure context: As a controlled company, the Compensation Committee includes executives (CEO, EVP, Senior Advisor) alongside independent directors—an independence limitation relevant to pay governance.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 50,000 | 0 | 0 | 0 | 50,000 |
- Non-employee directors receive a $50,000 annual retainer; Audit Committee Chair receives an additional $2,500; no meeting fees are paid. Mr. Begley is not the Audit Chair.
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-Date Price | Vesting | Awards Outstanding at FY-end 7/26/2025 |
|---|---|---|---|---|---|
| Mar 17, 2023 | Restricted Shares (Class A) | 12,000 | $22.90 | One-third annually on each anniversary of grant | 4,000 (per non-employee director) |
- Options: None outstanding for directors; no 2025 equity grants to directors.
- Note: Outstanding 4,000 restricted shares implies two-thirds vested by FY2025 under the stated vesting schedule.
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed. |
Expertise & Qualifications
- CPA; long-tenured former CFO and Treasurer, providing deep financial reporting and controls experience.
- Audit Committee member; however, the Board designated Stephen F. Rooney—not Mr. Begley—as the Audit Committee financial expert.
- Director since 2009, providing company-specific institutional knowledge.
Equity Ownership
| Holder | Class A Shares Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Kevin Begley | 43,961 | <1% | — | — | Beneficial ownership as of record date Oct 13, 2025. |
| Unvested Restricted Shares (FY-end) | 4,000 | — | — | — | Per-director outstanding from 2023 grant. |
- Shares outstanding at record date: 10,629,425 Class A; 4,125,045 Class B (context for ownership %).
- No pledging, hedging, or ownership guideline disclosures specific to Mr. Begley were provided in the proxy.
Insider Trades
| Trade Date | Type | Shares | Price | Value | Post-Trade Holding | Source |
|---|---|---|---|---|---|---|
| Apr 24, 2025 | Sale | 2,000 | $35.61 | $71,220 | — | |
| Apr 25, 2025 | Sale | 3,000 | $35.19 | $105,573 | 43,961 | |
| Oct 23–25, 2024 | Sale | 9,300 | ~$29.96 | $278,591 | 51,961 |
- SEC Form 4 references: Apr 24/25, 2025 filing and April 9, 2025 filing for Mr. Begley (attorney-in-fact signature).
- Summary articles: Benzinga/Nasdaq and TradingView cite the Apr 2025 sales of 5,000 shares.
Governance Assessment
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Strengths
- Independent director with deep financial expertise (CPA; former CFO/Treasurer), serving on the Audit Committee; Board/committee attendance meets thresholds; all directors attended the most recent annual meeting.
- Transparent director compensation structure with modest cash retainer and time-based equity that vests over three years; no option awards.
-
Risks/Watch items
- Controlled company status: Compensation Committee includes executives, reducing formal independence; pay decisions for executives may have less independent oversight than at non-controlled peers.
- Insider activity: Multiple open-market sales in Oct 2024 and Apr 2025; while sales can be for diverse reasons, continued monitoring is prudent for alignment signals.
-
Conflicts/Related-party exposure
- No related-party transactions involving Mr. Begley were disclosed; Audit Committee oversees RPT review/approval, and the Company stated there were no transactions requiring review/approval in fiscal 2025.
-
Shareholder feedback context
- Say-on-pay support exceeded 94% at the 2023 annual meeting, indicating broad investor support for the executive pay program structure at that time.