Robert Sumas
About Robert Sumas
Senior Advisor and Director at Village Super Market, Inc. (since Dec-2024), previously Chief Executive Officer (2017–Dec-2024), with prior roles including President (2009–2017), EVP/COO/Secretary; Director since 1969. Age 84 . Under his leadership and continuing advisory tenure, company performance has trended upward: revenues rose from ~$2.06B in FY22 to ~$2.32B in FY25, while GAAP net income increased from ~$26.8M to ~$56.4M; TSR grew to $186 on a $100 base since Jul-2021 (through FY25) [GetFinancials table below; S&P disclaimer for EBITDA] .
Company performance (annual):
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | 2,061,083,999 | 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 |
| TSR (Value of $100 investment at 7/31/2021) | 104.59 | 112.93 | 153.57 | 186.06 |
| *Values retrieved from S&P Global |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Village Super Market (VLGEA) | Chief Executive Officer; Vice Chairman | 2017–Dec-2024 | Led transition to current CEO/Chair split; oversaw growth in sales/net income and TSR improvement |
| Village Super Market (VLGEA) | President | 2009–2017 | Executive leadership across merchandising/operations |
| Village Super Market (VLGEA) | EVP, COO, Secretary, Director | Since 1969 | Long-tenured operator; deep institutional and Wakefern knowledge |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wakefern Food Corporation | Chairman, Health & Beauty Aids Committee; member, Retail Technology, Capital Management, Nonfoods Committees | Ongoing | Governance/ops influence across cooperative partner network |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | Change in Pension/SERP ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 888,443 | 430,000 | — (note 3) | 16,616 | 1,930,459 |
| 2024 | 923,728 | 446,000 | 18,727 | 17,756 | 1,406,211 |
| 2025 | 611,887 | 180,000 | 69,353 | 15,021 | 876,261 |
Notes:
- SERP overview: Normal retirement benefit equals 50% of highest 60 consecutive months’ average compensation (salary+bonus), offset by prior plan and social security; early retirement reductions apply . Plan benefits under the prior defined benefit plan were frozen in 2016 and plan terminated in 2022; SERP remains in place .
- All NEOs are at-will; no employment contracts .
Performance Compensation
- The proxy discloses annual “Bonus” amounts for NEOs but does not disclose specific performance metrics, targets, or weightings; “Non-equity incentive plan compensation” is blank for the covered years .
Annual cash bonus history:
| Year | Metric(s) | Weighting | Target | Actual/Payout ($) | Vesting |
|---|---|---|---|---|---|
| 2023 | Not disclosed | Not disclosed | Not disclosed | 430,000 | N/A (cash) |
| 2024 | Not disclosed | Not disclosed | Not disclosed | 446,000 | N/A (cash) |
| 2025 | Not disclosed | Not disclosed | Not disclosed | 180,000 | N/A (cash) |
Equity awards (time-based RSUs):
| Grant Date | Instrument | Shares | Grant-Date FMV ($/sh) | Total Grant FV ($) | Vesting | Outstanding (7/26/25) | Market Value Basis |
|---|---|---|---|---|---|---|---|
| 3/17/2023 | Restricted Shares (Class A) | 26,000 | 22.90 | 595,400 | 100% on 3/17/2026 (service-based) | 26,000 unvested | $35.94 close on 7/26/25; $934,440 value |
- No stock options outstanding for any NEO at FY-end 2024 or 2025 .
- Committee grants equity roughly every three years; outside-cycle grants possible for hires/retention .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Robert Sumas | 1,034,557 | 8.9% | 948,484 | 23.0% | Includes interests via spousal/grandchildren trusts and Robert Sumas Family LLC; see footnotes (2)-(3) |
| Sumas Family Group (Robert, John P., Nicholas II, John J.) | 3,498,099 | 25.3% | 3,172,025 | 76.9% | Controls 61.8% combined voting power; “controlled company” under NASDAQ rules |
Additional alignment details:
- Vested vs unvested: 26,000 unvested restricted shares for Robert vest 3/17/2026 .
- Options exercisable/unexercisable: None outstanding .
- Pledging/hedging: Proxy discusses insider trading policy but does not specifically disclose hedging/pledging practices for insiders .
- Ownership guidelines: Not disclosed in the proxy.
- Insider selling: Company disclosed a Form 4 filing for Robert Sumas on Apr-14-2025 reporting sales on Apr-8 and Apr-9, 2025 .
Employment Terms
- Employment status: At-will; no employment contract .
- Severance/change-in-control: None—no contracts providing termination or change-in-control payments/benefits .
- Clawback/tax gross-ups: Clawback provisions not discussed; no tax gross-ups disclosed.
- Non-compete/non-solicit/garden leave/consulting: Not disclosed.
- Retirement benefits: SERP (see Fixed Compensation notes) .
Board Governance
- Board service: Director since 1969; currently Senior Advisor and Director .
- Committees: Executive Committee (with other Sumas family executives); Compensation Committee member (alongside CEO and EVP) .
- Independence: Company is a NASDAQ “controlled company”; does not require majority-independent board or fully independent nominating/compensation committees. Non-management directors deemed independent; Robert is not independent due to executive status .
- Board leadership: CEO/Chair roles separated Dec-13-2024 (previously combined on an interim basis after Chair’s passing in Jul-2024) .
- Attendance: Board held 7 meetings in FY2025; all directors attended at least 75% of meetings; all nine directors attended the 2024 annual meeting .
- Director compensation: Employee directors (incl. Robert) receive no board fees; non-employee directors receive $50,000 retainer (+$2,500 Audit Chair) .
Related-Party Transactions (governance red flags)
- Chatham, NJ store lease: $735,000 annual rent; counterparty Hickory Square Associates where Sumas Realty Associates is a 30% LP; Robert Sumas and John P. Sumas each hold 20% of Sumas Realty Associates .
- Personal guarantees: Obligations to Wakefern Food Corporation personally guaranteed by Robert Sumas, John P. Sumas, John J. Sumas and Nicholas J. Sumas II .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay: >94% approval; committee made no material changes to comp structure and continues triennial say-on-pay cadence .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | 2,061,083,999 | 2,166,654,000 | 2,236,566,000 | 2,320,690,000 |
| Net Income ($) | 26,830,000 | 49,716,000 | 50,462,000 | 56,380,000 |
| TSR (Value of $100 at 7/31/2021) | 104.59 | 112.93 | 153.57 | 186.06 |
Highlights:
- Positive multi-year trend in revenue, net income and TSR through FY2025 .
Compensation Structure Analysis
- Cash vs equity mix: For Robert, mix shifted lower in FY2025 (Senior Advisor role) versus CEO year FY2024; multi-year shows triennial time-based equity grants (no options) and annual cash bonuses without disclosed performance targets .
- Risk alignment: Time-based RSUs (vs. PSUs) reduce performance leverage; absence of disclosed bonus metrics limits pay-for-performance transparency .
- Governance: Compensation Committee includes company executives (incl. Robert), an independence concern, though permitted as a “controlled company” .
Equity Vesting & Potential Selling Pressure
- Next vesting event: 26,000 restricted shares vest on 3/17/2026 (market value $934,440 at 7/26/25 close $35.94) .
- Recent insider sales: Form 4 filed for Robert’s sales on Apr-8 and Apr-9, 2025 (filed Apr-14, 2025) .
Compensation & Director Pay Tables (reference)
- Summary Compensation Table entries for Robert (2013–2025) are shown in Fixed Compensation; “Non-equity incentive plan” column is empty; bonuses reported in “Bonus” column .
- Director pay: Employee directors not paid; non-employee director retainers disclosed above .
Employment Terms Summary
| Term | Status |
|---|---|
| Employment agreement | None (at-will) |
| Severance/Change-of-control | None |
| Clawback policy | Not disclosed |
| Non-compete/Non-solicit | Not disclosed |
| SERP | Yes; formula and offsets disclosed |
Board Service History and Roles (dual-role implications)
- Director since 1969; Senior Advisor and Director (present). Formerly CEO and interim Chairman until Dec-2024; since then CEO and Chair roles are split (CEO: John J. Sumas; Chair: Nicholas J. Sumas II) .
- Committees: Executive Committee; Compensation Committee member alongside CEO/EVP and two independents—raises independence concerns typical of family-controlled firms; mitigated partially by independent Audit Committee and controlled-company exemption .
Investment Implications
- Alignment vs control: Very high insider ownership and family voting control (Sumas Family Group 61.8% combined voting power) support long-term alignment but temper minority shareholder influence; compensation oversight by executives is a governance risk to monitor .
- Pay-performance linkage: Upward trends in revenue, net income and TSR are supportive; lack of disclosed bonus metrics and time-based (not performance-based) equity limit pay-for-performance visibility and leverage .
- Near-term trading signals: March 17, 2026 vesting of 26,000 shares could add marginal supply; prior April 2025 sales indicate willingness to sell—watch blackout windows and post-vesting activity .
- Related-party/credit risk: Chatham lease with Sumas-related entity and personal guarantees to Wakefern embed related-party exposure and contingent risks; maintain diligence on Audit Committee oversight and disclosures .
- Succession/retention: At age 84 and now Senior Advisor, retention risk is moderate; operating leadership transitioned to next generation (CEO/Chair split) reducing key-man risk while preserving institutional continuity .