Stephen F. Rooney
About Stephen F. Rooney
Stephen F. Rooney (age 63) has served as an independent Director of Village Super Market, Inc. since 2009. He is the Chief Credit Officer and a member of the senior management team at Orange Bank & Trust; previously he spent nine years as Chief Credit Officer at Unity Bank, and earlier worked as a financial analyst in Standard & Poor’s asset‑backed securities group and as a corporate lending officer at CoreStates Bank focused on retail/supermarket lending—credentials that the Board cites for his strong finance and industry background. He currently chairs VLGEA’s Audit Committee and is designated an “audit committee financial expert,” reinforcing oversight depth.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Bank | Chief Credit Officer | Nine years (prior to Orange Bank & Trust) | Senior credit leadership, risk oversight |
| Standard & Poor’s | Financial Analyst, Asset‑Backed Securities Group | Not disclosed | Structured finance analysis |
| CoreStates Bank | Corporate Lending Officer (retail focus) | Not disclosed | Specialty in supermarket lending |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Orange Bank & Trust | Chief Credit Officer; senior management | Current | Bank credit/risk leadership |
| Other public company boards | — | Not disclosed | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: VLGEA is a NASDAQ “controlled company” (Sumas Family Group >50% voting power), but the Board determined each non‑management director (including Rooney) is independent under SEC/NASDAQ standards.
- Committee roles: Rooney serves on the Compensation Committee and the Audit Committee; he is the Audit Committee Chair as of March 14, 2025 and is designated the Board’s “audit committee financial expert.”
- Attendance and engagement: The Board held seven meetings in fiscal 2025 and all directors attended at least 75% of Board and applicable committee meetings; Audit Committee met eight times; Compensation Committee met twice.
- Governance structure: As a controlled company, VLGEA is not required to have (and does not have) a majority of independent directors or fully independent Nominating/Compensation Committees; notably, the Compensation Committee does not utilize a charter.
- Audit Committee charter: Charter appended; requires at least quarterly communication with auditors, annual executive sessions, and pre‑approval of auditor services and related‑party transaction review.
Fixed Compensation
| Component | Amount | Disclosure/Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Non‑employee directors retainer |
| Audit Committee Chair fee | $2,500 | Chair receives additional $2,500 |
| Meeting fees | None | No meeting fees paid |
| Stephen F. Rooney – FY2025 Fees earned | $50,000 | As reported in director compensation table |
| Audit Chair stipend allocation observation | $2,500 paid to Steven Crystal | FY2025 table shows Crystal at $52,500 while an 8‑K named Rooney Audit Chair effective Mar 14, 2025; Audit Committee report lists Rooney as Chair—an administrative inconsistency to monitor |
Performance Compensation
| Award Type | Grant Date | Shares | Grant Price per Share | Vesting | Unvested as of FY2025 |
|---|---|---|---|---|---|
| Restricted Shares (Class A) | Mar 17, 2023 | 12,000 | $22.90 | One‑third annually on each grant anniversary | 4,000 (aggregate stock awards outstanding per non‑employee director) |
- Performance metrics tied to director equity: None disclosed for non‑employee directors (restricted shares vest time‑based, not performance‑based).
Other Directorships & Interlocks
| Category | Item | Notes |
|---|---|---|
| Public company directorships | None disclosed | No public company boards listed in Rooney’s biography |
| Private/non‑profit boards | Not disclosed | Biography lists employment roles; no board positions disclosed |
| Related‑party transactions | None involving Rooney disclosed | FY2025 related‑party section highlights Sumas‑affiliated leases/guarantees; Audit Committee reviews transactions >$120k; none required review in FY2025 |
Expertise & Qualifications
- Audit Committee financial expert designation under SEC rules; deep financial literacy and credit risk oversight experience.
- Extensive banking/credit leadership; asset‑backed securities analysis; retail/supermarket lending specialty—directly relevant to VLGEA’s risk oversight.
- Independent director status with clear attendance record.
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership (Class A) | 36,800 | Less than 1% of Class A outstanding |
| Unvested restricted shares (from 2023 grant) | 4,000 | Aggregate stock awards outstanding at FY2025 |
| Vested restricted shares (cumulative from 2023 grant) | 8,000 | Derived: 12,000 granted minus 4,000 unvested |
| Options | $0 in FY2025 | No option awards reported in FY2025 director compensation table |
| Pledging/hedging | Not disclosed | No pledging or hedging disclosures for Rooney |
Insider Trades
| Filing Date | Form | Issuer | Summary | Source |
|---|---|---|---|---|
| Mar 21, 2023 | Form 4 | Village Super Market, Inc. (VLGEA) | Filing signed by attorney‑in‑fact for Stephen Rooney; relates to VLGEA equity holdings/awards |
Governance Assessment
- Strengths: Independent director with finance/credit expertise; Audit Chair and designated financial expert; consistent meeting attendance; meaningful equity alignment via time‑vested restricted shares.
- Controlled‑company risks: VLGEA does not maintain a majority‑independent board; Compensation Committee includes management and lacks a charter—potentially weaker checks on pay practices (mitigated by Board approval of equity awards).
- Administrative inconsistency to monitor: FY2025 compensation table shows the Audit Chair stipend paid to Steven Crystal despite Rooney’s appointment as Audit Committee Chair on Mar 14, 2025 and Audit Report listing Rooney as Chair; investors may wish to confirm stipend timing/allocation.
- Shareholder feedback signal: Prior say‑on‑pay support was strong (over 94% approval in 2023), suggesting limited pay‑related investor concerns at that time.
Overall, Rooney’s profile strengthens audit oversight and financial discipline at a controlled company where independent checks require particular rigor; his credit risk and supermarket lending background is directly relevant to VLGEA’s operating and financing risks, while committee composition and charter gaps warrant continued monitoring for board effectiveness.