Nicholas J. Sumas II
About Nicholas J. Sumas II
Nicholas J. Sumas II is President and Chairman of the Board of Village Super Market, Inc. since December 13, 2024, and has served as a director since 2009; he is 56 and has held leadership roles at Village since his employment began in 1994, including Co‑President (2018–2024), Chief Marketing Officer (2014–2018), and Vice President (2007–2014) . Under his current leadership structure (Chairman separate from CEO), Village reported GAAP net income of $56.4 million in 2025 and a company TSR value of $186.06 on a fixed $100 base, up from $50.5 million and $153.57 in 2024, respectively . He has deep operating ties to Wakefern Food Corp., having previously served as an executive officer and board member, with ongoing committee leadership in digital commerce and operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Village Super Market, Inc. | Co‑President | 2018–2024 | Co-led company operations and strategy ahead of leadership transition . |
| Village Super Market, Inc. | Chief Marketing Officer | 2014–2018 | Led marketing function during merchandising and digital evolution . |
| Village Super Market, Inc. | Vice President | 2007–2014 | Senior operating leadership; progression from earlier supervisory roles (employed since 1994) . |
External Roles
| Organization | Role/Committee | Years | Strategic Impact |
|---|---|---|---|
| Wakefern Food Corp. | Executive officer; Board member | Prior service (dates not specified) | Governance and operating influence across cooperative supplier network . |
| Wakefern Food Corp. | Chairman, Digital Commerce Committee | Current | Leads e‑commerce strategy and digital retail capabilities . |
| Wakefern Food Corp. | Vice Chairman, Operations Excellence and Meat Committees | Current | Drives operational quality and category leadership . |
| Wakefern Food Corp. | Member, CGO Committee | Current | Contributes to centralized goods ordering and supply chain processes . |
| Wakefern Food Corp. | Prior Member, Nominating & Governance; Finance Committees | Prior | Board process and capital oversight experience . |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $740,000 | $818,212 |
| Cash Bonus ($) | $432,000 | $680,000 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non‑Equity Incentive Plan ($) | — | — |
| Change in Pension/Deferred Comp ($) | — | — |
| All Other Compensation ($) | $28,361 | $29,614 |
| Total ($) | $1,200,361 | $1,527,826 |
Notes:
- Employee directors receive no additional compensation for board service; director retainers apply only to non‑employee directors .
- Named executive officers are employed at‑will with no employment contracts providing severance or change‑in‑control payments .
Performance Compensation
- Non‑equity incentive plan compensation is not used (no amounts reported) and the proxy does not disclose formulaic performance metrics or weightings tied to the annual cash bonus . The Compensation Committee establishes base salary and bonus awards; equity grants are approved by the full Board .
Time‑Based RSUs (Executive Grants)
| Metric | Grant Date | Shares Granted | Vesting | Dividends on RSUs | Status at FY‑End |
|---|---|---|---|---|---|
| Class A Restricted Shares | March 17, 2023 | 26,000 | Cliff vests on March 17, 2026, contingent on continued employment | Dividends on Class A common are payable on restricted shares | Unvested; FV $934,440 at $35.94 close (July 26, 2025) |
Equity grant cadence: committee approves grants approximately every three years; no options outstanding for NEOs at FY 2025 .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Nicholas J. Sumas II | 1,063,034 | 9.1% | 1,036,058 | 25.1% |
- Sumas Family Group beneficially owns 3,498,099 Class A shares (25.3%) and 3,172,025 Class B shares (76.9%); this “group” controls 61.8% of combined voting power, qualifying Village as a NASDAQ “controlled company” .
- Ownership structure includes trusts and the Robert Sumas Family LLC, where Nicholas J. Sumas II, his wife and trusts for their children own 55.3% of the LLC; he is also co‑trustee on certain family trusts holding Class B shares .
- Pledging or hedging disclosures specific to Nicholas J. Sumas II are not included in the proxy; no options are outstanding (no exercisable/unexercisable split) .
Employment Terms
- Employment Status: At‑will; no employment contracts for NEOs .
- Severance/Change‑in‑Control: No provisions for payments or benefits upon termination or change in control; single/double‑trigger terms are not applicable .
- Clawbacks: Not specifically disclosed; company maintains a Code of Ethics and insider trading policy .
- Pension/SERP: Company terminated VSMERP in fiscal 2022; SERP exists for certain named executives with defined benefits and vesting rules, but no change in pension value is reported for Nicholas in FY 2024–2025 .
- Non‑compete/Non‑solicit: Not disclosed.
Board Governance
- Role: Chairman of the Board and President since December 13, 2024; CEO role is separate (held by John J. Sumas), reflecting the Board’s leadership separation post‑2024 transition .
- Board Structure: Controlled company under NASDAQ rules; not required to have a majority of independent directors or fully independent nominating and compensation committees .
- Committees:
- Executive Committee: Robert Sumas, John P. Sumas, John J. Sumas, and Nicholas J. Sumas II; authorized to act on corporate policy and overall performance .
- Compensation Committee: John J. Sumas (CEO), John P. Sumas (EVP), Robert Sumas (Senior Advisor), Steven Crystal, Stephen Rooney; no charter; met twice in fiscal 2025 .
- Audit Committee: Kevin Begley, Steven Crystal, Stephen Rooney; all independent; eight meetings in fiscal 2025; Rooney designated “audit committee financial expert” .
- Board Activity: Seven board meetings in fiscal 2025; all directors attended ≥75% of meetings and all nine directors attended the 2024 annual meeting .
Director Compensation (for reference; employee directors like Nicholas receive none)
| Director | Fees Earned (Cash) | Equity Grants (FY 2023) | Notes |
|---|---|---|---|
| Non‑employee directors | $50,000 annual retainer; $2,500 for Audit Chair | 12,000 restricted shares on March 17, 2023; vest one‑third annually; 4,000 unvested at FY‑end | No meeting fees; equity periodically granted |
Performance & Pay‑for‑Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| GAAP Net Income ($mm) | $26.8 | $49.7 | $50.5 | $56.4 |
| TSR – Value of $100 Investment | $104.59 | $112.93 | $153.57 | $186.06 |
- Compensation Actually Paid (Dodd‑Frank 402(v)) increased alongside TSR and net income; for 2025, CEO CAP $1.694 million and average non‑PEO NEO CAP $1.637 million; RSU fair value adjustments and dividends are included per reconciliation tables .
- 2023 say‑on‑pay support exceeded 94%; the committee made no material program changes and follows triennial advisory votes per shareholder preference .
Related Party Transactions and Guarantees
- Chatham, NJ lease: Annual rent $735,000; Sumas Realty Associates is a 30% LP in the lessor; family ownership interests disclosed .
- Wakefern obligations: Personally guaranteed by Robert, John P., John J., and Nicholas J. Sumas II .
- Audit Committee reviews related person transactions >$120,000; none required review/approval in fiscal 2025 .
Risk Indicators & Dual‑Role Implications
- Controlled Company: Reduced independence requirements may heighten governance reliance on family leadership; compensation committee includes executives and has no charter .
- Dual Role: Nicholas serves as both Chairman and President while CEO is separate; Board asserts this split balances strong leadership with oversight following 2024 transition .
- Section 16 Compliance: Company reports overall compliance in FY 2025 with one late Form 4 for Robert Sumas; no late filings noted for Nicholas .
- No disclosed severance/change‑in‑control protections or clawback policy details, limiting potential golden‑parachute costs but reducing formalized recourse .
Investment Implications
- Alignment: Significant insider ownership and voting control via Sumas Family Group (61.8% combined voting power) align management with long‑term equity value but reduce minority influence over compensation/governance decisions .
- Incentives: Cash‑heavy pay (salary + bonus) with time‑based RSUs vesting March 17, 2026; absence of disclosed formulaic performance metrics suggests discretion in annual bonuses, making future payouts less tethered to publicly stated targets .
- Retention/Selling Pressure: The 26,000‑share RSU cliff vest in March 2026 is a known event that increases potential liquidity for insiders; there are no outstanding options and no pledging disclosures for Nicholas .
- Governance Quality: Controlled company status, executive‑inclusive compensation committee without a charter, and related‑party guarantees merit monitoring, offset by separate CEO/Chairman roles and independent audit oversight .
- Performance: Positive TSR and net income trajectory into 2025 under the current structure provide supportive backdrop; continued execution in digital commerce and operations (Wakefern leadership roles) is a lever for sustained performance .