Prasad Pola
About Prasad Pola
Prasad Pola, age 57, is a non-employee, independent director of Village Super Market, Inc. (VLGEA). He has over two decades of leadership across retail, e-commerce, and technology, including CTO and senior product/engineering roles; he is currently nominated among nine directors and is “now a director” per the 2025 proxy . His background includes technology infrastructure and digital transformation expertise relevant to omnichannel retail .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plated (acquired by Albertsons) | Chief Technology Officer; led product, engineering, data science, customer service | Not disclosed | Technology infrastructure and digital transformation leadership |
| Quidsi (Amazon.com, Inc. subsidiary) | Product and technology leadership | Not disclosed | E-commerce product/engineering roles |
| Provide Commerce | Product/technology leadership | Not disclosed | E-commerce leadership |
| Tommy Hilfiger Corp. | Product/technology leadership | Not disclosed | Retail technology roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No other public boards disclosed in proxy |
| Non-profit/academic boards | None disclosed for Pola | — | No external board roles disclosed for Pola |
Board Governance
- Independence and controlled company status: VLGEA is a NASDAQ “controlled company,” not required to maintain a majority of independent directors or solely independent nominating/compensation committees; Board determined each non-management director is independent (Pola qualifies) .
- Attendance: Board held seven meetings in FY2025; all directors attended at least 75% of Board and applicable committee meetings; all nine directors attended the 2024 annual meeting .
- Committees: Audit Committee members are Begley, Crystal, Rooney; Compensation Committee comprises John J. Sumas (CEO), John P. Sumas (EVP), Robert Sumas (Senior Advisor), Crystal, Rooney; Pola is not listed as a member or chair of these committees .
- Executive sessions: Audit Committee charter provides for private executive sessions at least annually with management and auditors .
- Nomination: Full Board (no separate nominating committee) handles director candidate identification/evaluation; no charter for nominating function .
Fixed Compensation
| Director | Annual Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| Prasad Pola | 50,000 | 0 (not Audit Chair) | 0 (no meeting fees paid) | 50,000 |
- Policy: Non-employee directors receive a $50,000 annual retainer; Audit Chair adds $2,500; no meeting fees .
Performance Compensation
| Equity Instrument | Grant Date | Grant Size (shares) | Grant Date Price ($) | Vesting Schedule | Outstanding Unvested at FY-end |
|---|---|---|---|---|---|
| Restricted Class A shares | Mar 17, 2023 | 12,000 | 22.90 | One-third annually on grant anniversary | 4,000 |
- Notes: Non-employee directors received 12,000 restricted shares on Mar 17, 2023; dividends on restricted shares are payable; 4,000 remained unvested at FY2025 year-end; options were not awarded to directors in FY2025 .
- Performance metrics tied to director pay: None disclosed in the proxy for director compensation (structure is retainer plus time-based restricted stock) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Pola |
| Prior public company boards | None disclosed for Pola |
| Shared directorships with suppliers/customers/competitors | None disclosed involving Pola |
| Related interlocks | None disclosed involving Pola |
Expertise & Qualifications
- E-commerce and retail technology leadership: CTO at Plated (food-tech, acquired by Albertsons) leading product, engineering, data science, and customer service .
- Product/technology roles at Quidsi (Amazon subsidiary), Provide Commerce, Tommy Hilfiger, with emphasis on digital transformation and infrastructure .
- Board concluded Pola should continue as director due to e-commerce and technology experience .
Equity Ownership
| Holder | Class A Shares Owned | % of Class A | Class B Shares Owned | % of Class B | Vested vs Unvested Breakdown |
|---|---|---|---|---|---|
| Prasad Pola | 12,000 | <1% | — | — | 8,000 vested; 4,000 unvested restricted shares at FY-end |
- Pledging/hedging: No pledging by Pola disclosed; company maintains an insider trading policy governing directors, officers, and employees .
- Section 16 compliance: Company states all filing requirements were complied with in FY2025 except one Form 4 for Robert Sumas; no delinquent filings noted for Pola .
Governance Assessment
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Strengths:
- Independent director with deep e-commerce/technology background, aligned to VLGEA’s digital needs .
- Attendance standards met at the Board level; full director participation in 2024 annual meeting .
- Director compensation is modest and includes time-based equity, offering some alignment through share ownership .
-
Structural risks and potential investor confidence considerations:
- Controlled company status reduces independent oversight requirements; compensation committee includes executives (CEO, EVP), which is atypical for independent pay-setting and may weaken independence of executive compensation governance .
- No separate independent nominating committee; full Board handles nominations without a charter, which can entrench incumbent control .
-
Conflicts/related-party exposure:
- No related-party transactions disclosed involving Pola; related-party items in the proxy primarily involve the Sumas family and Wakefern guarantees .
- No loans to directors or payments to entities controlled by Pola disclosed .
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Say-on-pay context:
- 2023 advisory vote on executive compensation received over 94% approval (triannual cadence), suggesting shareholders have not expressed pay concerns recently; note this relates to executives, not director pay .
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RED FLAGS:
- Executives on Compensation Committee alongside independents, without a compensation committee charter, at a controlled company .
- Absence of a solely independent nominating committee and reliance on full Board for nominations .
Overall: Pola appears independent, engaged, and adds technology/e-commerce expertise with modest director pay and measurable equity ownership. Board-level governance structures reflect controlled company practices that investors should monitor, particularly compensation oversight and nomination processes .