DEF 14A of Sanfilippo John B & Son Inc
Filed Sep 12, 2024 · FY20240000950170-24-105937
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, the holders of Common Stock voting as a class will be entitled to elect three of the ten directors. The holders of Class A Stock voting as a class will be entitled to elect the remaining seven directors. Directors elected by holders of both Common Stock and Class A Stock are elected by a plurality of the votes cast for each such class. The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe. If a properly submitted, unrevoked proxy does not specifically direct the voting of the shares covered by such proxy, the proxy will be voted FOR the election of all director nominees to be elected by holders of Common Stock. If any Common Stock nominee is unable to act as director because of an unexpected occurrence, the proxy holders for shares of Common Stock may vote the proxies for another person as selected by the Nominating and Governance Committee (“Governance Committee”) or the Board of Directors may reduce the number of directors to be elected, subject to the Restated Certificate and our bylaws (the "Bylaws"). Proposal 2: Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the 2025 Fiscal Year Approval of the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the company’s Independent Registered Public Accounting Firm for the 2025 fiscal year requires the affirmative vote of the holders of shares representing a majority of the votes present or represented by proxy and entitled to vote by the holders of Common Stock and Class A Stock, voting together as one class. The Board of Directors recommends a FOR vote for the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the 2025 fiscal year. If a properly submitted, unrevoked proxy does not specifically direct the voting of the shares covered by such proxy, the proxy will be voted FOR Proposal 2.
Proposal 3: Advisory Vote to Approve Executive Compensation
Proposal 3: Advisory Vote to Approve Executive Compensation Pursuant to SEC rules, we are providing our stockholders with an advisory, non-binding vote to approve the compensation paid to our named executive officers, as described in the Compensation Discussion and Analysis and Summary Compensation Table of this Proxy Statement. Because this vote is non-binding, there is no vote required to formally approve Proposal 3. The holders of Common Stock and Class A Stock will vote together as one class on Proposal 3. The Board of Directors recommends a FOR vote for the advisory vote to approve executive compensation. If a properly submitted, unrevoked proxy does not specifically direct the voting of the shares covered by such proxy, the proxy will be voted FOR Proposal 3.
Proposal 4: Amend company's Restated Certificate to limit the liability of officers as permitted by law
Proposal 4: Amend company's Restated Certificate to limit the liability of officers as permitted by law In August 2024, the Board approved and declared advisable the Amendment to provide for the elimination of personal liability of officers for a breach of fiduciary duty as an officer to the extent permitted by the DGCL. We are asking our stockholders to approve this Amendment, as set forth in the form attached as Annex A to this Proxy Statement, with proposed additions reflected by “underline” text. Approval of the Amendment requires the affirmative vote of the holders of shares representing a majority of outstanding shares of Common Stock and Class A Stock, voting together as one class. The Board of Directors recommends a FOR vote for the Amendment to limit the liability of officers as permitted by law.
Effect of Abstentions
Effect of Abstentions While the Board of Directors recommends that our stockholders vote in accordance with the recommendations set forth above, we also recognize that “abstain” votes are an option for Proposals 2, 3, and 4. Please note, however, that any shares voting “abstain” are treated as shares present or represented and voting. Therefore, an “abstain” vote for Proposal 2, 3, or 4 has the same effect as a vote “against” each respective proposal. For purposes of determining whether a quorum exists, abstentions will be counted as present.
Effect of Broker Non-Votes
Effect of Broker Non-Votes Under applicable stock exchange rules, brokers and banks have discretionary authority to vote shares without instructions from beneficial owners only on matters considered “routine”, such as the vote to ratify the appointment of the Independent Registered Public Accounting Firm (Proposal 2). On “non-routine” matters, such as the election of directors (Proposal 1), the advisory vote to approve executive compensation (Proposal 3), and approval of the Amendment to the company's Restated Certificate (Proposal 4), these brokers and banks do not have discretion to vote uninstructed shares and thus are not entitled to vote on such proposals, resulting in a “broker non-vote” for those shares. Broker non-votes will not be counted for determining whether stockholders have approved Proposals 1 or 3; however, they will be counted as present for purposes of determining whether a quorum exists. A "broker non vote" has the same effect as a vote "against" Proposal 4. We encourage all stockholders that hold shares through a broker or bank to provide voting instructions to such parties to ensure that their shares are voted at the Annual Meeting.
Other Proposals
Other Proposals If other matters are properly presented for a vote at the Annual Meeting, the persons named as proxies will vote on such matters in accordance with their discretion. We have not received notice of any other matters that may be properly presented for a vote at the Annual Meeting other than the election of Class A Directors by the holders of Class A Stock. Ten directors are to be elected to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified or until his or her death, resignation or removal. Three directors are to be elected by the holders of Common Stock voting as a class and the remaining seven directors are to be elected by the holders of Class A Stock voting as a class. While the Board of Directors does not contemplate that any nominee for election as a director will not be able to serve, if any of the nominees for election shall be unable or shall fail to serve as a director, the holders of proxies for our Common Stock shall vote such proxies for such other person or persons as shall be determined by the Governance Committee or, so long as such action does not conflict with the provisions of our Restated Certificate relating to the proportion of directors to be elected by the holders of Common Stock, the Board of Directors may, in its discretion, reduce the number of directors to be elected. The Board of Directors recommends that the holders of Common Stock vote “FOR” Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe. We believe that each nominee listed below under the “Nominees For Election By the Holders of Common Stock” has the qualifications, skills and experience that are consistent with our requirements for the selection of directors. Below in each nominee’s individual biography we identify and describe the background of each such nominee and other information regarding the qualifications, skills and experience of such nominee. The fact that we do not list a particular qualification, skill or experience for a nominee does not mean that the nominee does not possess that particular qualification, skill or experience.
NOMINEES FOR ELECTION BY THE HOLDERS OF COMMON STOCK
NOMINEES FOR ELECTION BY THE HOLDERS OF COMMON STOCK The name of and certain information regarding each nominee for election to our Board of Directors by the holders of Common Stock, as reported to us, is set forth below. Pamela Forbes Lieberman, Director, age 70 – Ms. Forbes Lieberman has served as a director of Standard Motor Products, Inc. since August 2007 where she chairs the Audit Committee and serves on the Compensation and Management Development Committee, Nominating and Corporate Governance Committee and Strategic Planning Committee. Ms. Forbes Lieberman also serves on the Rush University Medical Center Board of Directors. Ms. Forbes Lieberman served, until late 2017, as a director of VWR Corporation and as a director, Board Chair, and Audit Committee Chair of A. M. Castle & Co. In 2006, Ms. Forbes Lieberman served as the interim Chief Operating Officer of Entertainment Resource, Inc. Prior to such time, Ms. Forbes Lieberman served as President and Chief Executive Officer and member of the Board of Directors of TruServ Corporation (now known as True Value Company) and prior to that as TruServ’s Chief Operating Officer and Chief Financial Officer. Prior to joining TruServ, Ms. Forbes Lieberman held Chief Financial Officer positions at ShopTalk Inc., The Martin-Brower Company, LLC, and Fel-Pro, Inc. and served as an automotive industry consultant. Ms. Forbes Lieberman, a Certified Public Accountant, began her career at Price Waterhouse (now known as PricewaterhouseCoopers LLP). Ms. Forbes Lieberman holds an MBA from Kellogg School of Management, Northwestern University, and a BS in Accountancy from the University of Illinois. Ms. Forbes Lieberman joined our Board of Directors in October 2020 and is a member of our Compensation and Human Resources Committee, is the Chairperson of our Audit Committee, and the Chairperson of our Governance Committee since October 2022.
Key Qualifications and Experience; Rationale for Nomination and Election
Key Qualifications and Experience; Rationale for Nomination and Election • Accounting and Financial Experience. Ms. Forbes Lieberman has extensive accounting and financial experience, including through her roles as Chief Financial Officer at each of ShopTalk Inc., The Martin-Brower Company, LLC and Fel-Pro, Inc. In addition, Ms. Forbes Lieberman is a Certified Public Accountant and began her career at PricewaterhouseCoopers LLP. • Senior Leadership Experience. Ms. Forbes Lieberman has valuable senior leadership experience in the areas of strategy, operations, finance, M&A, information technology, organization culture, crisis management and change management through her roles (among other things) as Chief Financial Officer at Fel-Pro with strategy, M&A and information technology oversight responsibilities, interim Chief Operating Officer of Entertainment Resource, Inc., and President and Chief Executive Officer of True Value Company. • Governance and Public Company Experience. Ms. Forbes Lieberman has extensive experience as a director of both private and public companies, including on the Board of Directors of Standard Motor Products, Inc., A.M. Castle & Co., VWR Corporation and True Value Company. Ms. Forbes Lieberman also serves on the National Association of Corporate Directors, Chicago Chapter Board of Directors. • Strategic and M&A Experience. Ms. Forbes Lieberman has leadership experience with growth and turnaround of global manufacturing, distribution and retail companies, including through her CFO role at Fel-Pro and her CEO role at True Value Company. • Risk Management/Oversight Experience. Ms. Forbes Lieberman has risk management and oversight experience through her management roles and directorships at a number of public and private companies, including at family-controlled companies, and a not for profit academic medical center. She also has risk management and oversight experience, including cybersecurity oversight, through directorships at public and private companies and a not for profit academic medical center, and attendance and participation in cybersecurity focused governance education programs. Mercedes Romero, Director, age 57 – Ms. Romero successfully leads global operations, supply chain and procurement functions at large organizations across multiple industries, including retail, consumer goods, spirits, pharmaceuticals, transportation and food/beverage. Ms. Romero has broad experience in supply chain and procurement transformations, developing and executing business strategy, and implementing transformational programs in complex and diverse environments across the U.S., Canada, Latin America, Europe, Australia and China. She serves as the Chief Procurement Officer at Primo Water Corporation, a $1.8 billion water solutions company, where she leads the Global Strategic Procurement function, reporting to the CEO and working closely with the Board of Directors. She has previously led global procurement organizations with multibillion dollar budgets, across enterprise expenses and highly complex supply chains. Ms. Romero joined our Board of Directors in October 2021 and is a member of our Compensation and Human Resources Committee, our Governance Committee and our Audit Committee. Senior Leadership Experience. Ms. Romero has deep experience with global operations, supply chains, and procurement through executive roles in the retail, consumer goods, spirits, food and beverage and pharmaceuticals industries, including her service as independent director since October 2022 at Marinemax, Inc. (NYSE: HZO), the world's largest recreational boat and yacht retailer. Ms. Romero has held roles of increased global responsibility including Vice President of Sourcing & Supply Management at Ryder System, Inc., Vice President of Procurement, Americas at Campari Group, Vice President of Global Procurement at Diageo, Vice President of Global Procurement at Starbucks and currently at Primo Water Corporation, where she serves as Chief Procurement Officer leading Primo Water's strategic sourcing global transformation. • Supply and Procurement Experience. Ms. Romero has in-depth experience with global supply chains and procurement transformations, developing and executing global business strategies, and developing and implementing transformational programs in complex and diverse environments across the U.S., Canada, Latin America, Europe, Australia and China. • Risk Management/Oversight Experience. Ms. Romero has valuable experience in enterprise risk management, leading and managing supply failure risk, commodity fluctuation risk, and environmental risks while guaranteeing product availability at optimal costs as feeder to ERM programs. • Strategic Transformations/Change Management Experience. Ms. Romero has held a variety of global roles leading strategy, network transformations, and change management. She is recognized as a change agent since early in her career from Procter and Gamble, Starbucks, Diageo, Campari, as well as Ryder System. Ms. Romero is recognized for her impact in strategy and network optimization across global manufacturing sites. • ESG Experience. Ms. Romero has developed expertise in the areas of ESG globally through her management roles leading sustainability, supplier diversity, supplier failure risk management and DEI initiatives at Clorox, Starbucks, Diageo, Primo Water Corporation and the Institute for Supply Management. • Public Company, Governance and Cybersecurity. Ms. Romero has governance and cybersecurity experience through her roles as a Primo Water officer, her role as an independent director at Marinemax, Inc., her NACD training in best practices in governance and cybersecurity oversight, her certifications from the Latino Corporate Directors Association (Board Ready and Board Ready Next Institute) and Stanford Directors’ College certification. Ellen C. Taaffe, Director, age 62 – Ms. Taaffe is a senior brand management and strategy executive who has held leadership roles across several industries. She is currently a clinical professor of Management and Organizations and the Director of the Women’s Leadership Program at Northwestern University’s Kellogg School of Management, where she has served since September 2016. She has also been consulting and coaching since 2015 and more recently is the award-winning author of the The Mirrored Door: Break Through the Hidden Barrier that Locks Successful Women in Place, released in October 2023. Previously, Ms. Taaffe was President of Smith-Dahmer Associates LLC, a research and brand strategy consulting firm, where she served from 2010 to 2015. Prior to that, Ms. Taaffe was Vice President of Brand Marketing and a Corporate Officer of the Whirlpool Corporation from 2007 to 2009. Prior to the Whirlpool Corporation, Ms. Taaffe served as Senior Vice President of Marketing and Corporate Officer of Royal Caribbean Cruises Ltd. from 2005 to 2007. Previously, Ms. Taaffe served as Vice President of Health and Wellness Strategy and Programming at PepsiCo from 2003 to 2005. She was Vice President of Marketing for Frito-Lay’s Convenience Foods Division of PepsiCo, following PepsiCo’s acquisition of the Quaker Oats Company in 2001, where she served as Vice President of Marketing for Snacks and Side Dishes. At Quaker, Ms. Taaffe held numerous positions in Brand Management and Sales Management from 1984 to 2001.
Key Qualifications and Experience; Rationale for Nomination and Election
In 2015, Ms. Taaffe was appointed to serve on the Board of Directors of the Hooker Furniture Corporation, where she serves on their Compensation and Human Resources Committee, Audit Committee and Nominating and Corporate Governance Committee, which she chaired from 2016 to 2023. In 2018, Ms. Taaffe joined the Board of Directors of AARP Services Inc., where she recently was elected Board Chair, and serves on their Compensation and Talent Management Committee and Nominating and Governance Committee, which she chaired from 2020 to 2024. Ms. Taaffe joined our Board of Directors in January 2011 and is Lead Independent Director of the Board, the Chairperson of our Compensation and Human Resources Committee, a member of our Audit Committee, and a member of our Governance Committee, which she previously chaired. She was named a Board Leadership Fellow by the National Association of Corporate Directors (“NACD”) in 2016 and was recognized as NACD Directorship Certified in 2022 to present. Senior Leadership Experience. Ms. Taaffe has extensive experience in senior brand management and strategy through her leadership and executive roles across several industries, including consumer packaged goods, travel & hospitality, and home durables. She has held top brand roles at PepsiCo, Quaker Oats Company, Royal Caribbean Cruises and Whirlpool Corporation. • Deep Industry Experience. Ms. Taaffe has acquired valuable experience with over two decades in the consumer food and beverage industry including through her roles as Vice President of Marketing for Frito-Lay’s Convenience Foods Division of PepsiCo and Vice President of Marketing for Snacks and Side Dishes at Quaker Oats Company. She also served as Vice President of Health and Wellness Strategy and Programming at PepsiCo. • Governance and Public Company Experience. Ms. Taaffe is a NACD Certified Board Director and an NACD Board Leadership Fellow. She serves on the Board of Directors of AARP Services, Inc. and Hooker Furniture Corporation. Ms. Taaffe's governance experience is also based on her role as nominating and governance chair at other public companies. • Marketing and Product Development Experience. Ms. Taaffe has held a variety of roles in sales, sales management, marketing and product development, including service in senior marketing roles at Royal Caribbean Cruises Ltd. She has extensive experience in brand and portfolio management, P&L responsibility, marketing communications, new product development and cross-channel trade marketing with multiple leading companies. Leadership Development Experience. Ms. Taaffe has talent development and ESG related expertise through her roles as a clinical professor of leadership and Director of Women’s Leadership Programming in the Management and Organizations Department at Northwestern University’s Kellogg School of Management. She is a regular speaker, writer, panelist and coach in the areas of leadership, management style and organizational culture and change. She was a participant in the inaugural 2021 NACD ESG Continuous Learning Cohort.
NOMINEES FOR ELECTION BY THE HOLDERS OF CLASS A STOCK
NOMINEES FOR ELECTION BY THE HOLDERS OF CLASS A STOCK The name of and certain information regarding each nominee for election to our Board of Directors by the holders of Class A Stock, as reported to us, is set forth below. Jasper B. Sanfilippo, Jr., Chief Operating Officer, President, Assistant Secretary and Director, age 56 – Mr. Sanfilippo has been employed by us since 1991. In November 2006, Mr. Sanfilippo was named our Chief Operating Officer and President, and, in May 2007, Mr. Sanfilippo was named our Treasurer and held that position until January 2009. Mr. Sanfilippo was appointed as a member of the Board of Directors in December 2003. Mr. Sanfilippo served as Executive Vice President Operations from 2001 to November 2006, retaining his position as Assistant Secretary, which he assumed in December 1995. Mr. Sanfilippo served as our Senior Vice President Operations in August 1999 and served as Vice President Operations between December 1995 and August 1999. Prior to that, Mr. Sanfilippo was the General Manager of our Gustine, California facility beginning in October 1995, and from June 1992 to October 1995 he served as Assistant Treasurer and worked in our Financial Relations department. Mr. Sanfilippo’s responsibilities include overseeing Plant Operations, as well as Commodity Procurement and Research and Development functions. Mr. Sanfilippo has previously served on the Board of Directors of the National Pecan Shellers Association, an industry association of which our company is a member. Mr. Sanfilippo is the brother of Jeffrey T. Sanfilippo, an executive officer and director of our company, the brother of James J. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo, all directors of our company, the cousin of Michael J. Valentine and James A. Valentine, both directors of our company.
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock • Senior Leadership Experience. Mr. Sanfilippo has significant senior leadership experience as our Chief Operating Officer. • Innovation and Production Experience. Mr. Sanfilippo has an extensive background in food production, manufacture and packaging innovation and improving and streamlining our operations. • Risk Management/Oversight Experience. Mr. Sanfilippo has valuable experience in managing production risk and managing our capital expenditures to benefit the company’s Long-Range Plan. Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board of Directors, age 61 – Mr. Sanfilippo has been employed by us since 1991, and on November 6, 2006, Mr. Sanfilippo was named our Chief Executive Officer. Mr. Sanfilippo became a director of our company in August 1999 and was elected as our Chairman of the Board of Directors on October 30, 2008. Mr. Sanfilippo served as our Executive Vice President Sales and Marketing from January 2001 to November 2006. He served as Senior Vice President Sales and Marketing from August 1999 to January 2001 and as Vice President Sales and Marketing from October 1995 to August 1999. Prior to that, Mr. Sanfilippo served as Vice President West Coast Operations and Sales from October 1993 to September 1995 and as General Manager West Coast Operations from September 1991 to September 1993. Mr. Sanfilippo is responsible for overseeing our Sales, Marketing, Food Safety and Human Resource departments. Mr. Sanfilippo is the brother of Jasper B. Sanfilippo, Jr., an executive officer and director of our company, the brother of James J. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo, all directors of our company, and the cousin of Michael J. Valentine and James A. Valentine, both directors of our company. Mr. Sanfilippo earned his Masters of Business Administration and is an active member of the Chicago chapter of the Young Presidents’ Organization.
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock • Senior Leadership Experience. Mr. Sanfilippo has significant senior leadership experience as our Chief Executive Officer. • Deep Industry Experience. Mr. Sanfilippo’s tenure at the company provides him with a significant knowledge of the nut and snack industry and an appreciation for our culture and values. Strategic Experience. Mr. Sanfilippo has led the development of our Long-Range Plan and has experience in positioning the company for continued growth and innovation. James J. Sanfilippo, Director, age 62 – Mr. Sanfilippo is the Chief Executive Officer of TruStar Holdings, LLC, and VIST Labs, LLC, developers and suppliers of advanced packing systems. Through August 2020, Mr. Sanfilippo served as President of the Sonoco Elk Grove, Inc. Division of Sonoco Products Company (“Sonoco”), a publicly traded, diversified global manufacturer of packaging materials. Prior to Sonoco, he served in the role of President and Chief Executive Officer of Clear Lam Packaging, Inc. (“Clear Lam”) from 1999 to July 2017, when Clear Lam was sold to Sonoco. Mr. Sanfilippo became a director of our company in October 2013. Before Clear Lam, Mr. Sanfilippo served as the founder of MAP Systems LLC, a thermoforming packaging business. From 1995 to 1999, Mr. Sanfilippo served as a Vice President and Treasurer of our company where he was responsible for our Illinois operations and contract manufacturing. From 1992 to 1994, Mr. Sanfilippo served as Director of Contract Manufacturing for our company and from 1985 to 1991 served as a Product Manager for our company. Mr. Sanfilippo is the brother of Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr., both executive officers and directors of our company, the brother of John E. Sanfilippo and Lisa A. Sanfilippo, both directors of our company, and the cousin of Michael J. Valentine and James A. Valentine, both directors of our company. Mr. Sanfilippo has been responsible for a number of patents in the packaging industry. • Innovation and Production Experience. Mr. Sanfilippo has an extensive background in packaging and product innovation through history at the company and multiple packaging companies. • Senior Leadership Experience. Mr. Sanfilippo has significant senior leadership experience as CEO of TruStar Holdings, LLC and VIST Labs, LLC and former President and CEO of Clear Lam. • Deep Industry Experience. Mr. Sanfilippo’s tenure at the company provides him with a significant knowledge of the nut and snack industry and an appreciation for our culture and values. John E. Sanfilippo, Director, age 65 – Mr. Sanfilippo is the President of Engineering at TruStar Holdings, LLC, a developer and supplier of advanced packaging systems. He became a director of our company in October 2020. Mr. Sanfilippo is also a Manager of Sanfilippo Tech, LLC, Sanfilippo Equity Partners, LLC, 140 State Parkway, LLC, and VIST Labs, LLC. Through August 2020, Mr. Sanfilippo served as Vice President of Engineering of the Sonoco Elk Grove, Inc. Division of Sonoco Products Company (“Sonoco”), a publicly traded, diversified global manufacturer of packaging materials. Prior to Sonoco, Mr. Sanfilippo served as Group President of Corporate Engineering at Clear Lam Packaging, Inc. (“Clear Lam”) from 2005 to July 2017, when Clear Lam was sold to Sonoco. Before Clear Lam, Mr. Sanfilippo served as an executive with MAP Systems and Jescorp, both packaging companies. From 1975 to 1999, Mr. Sanfilippo served in varying engineering roles and manager of engineering projects for our company, including as a plant engineer. Mr. Sanfilippo is the brother of Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr., both executive officers and directors of our company, the brother of James J. Sanfilippo and Lisa A. Sanfilippo, both directors of our company, and the cousin of Michael J. Valentine and James A. Valentine, both directors of our company.
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock • Supply and Procurement Experience. Mr. Sanfilippo’s experience in the packaging industry has allowed him to provide oversight on a variety of supply and logistics risks. • Innovation and Production Experience. Mr. Sanfilippo has an extensive background in engineering and packaging innovation and bringing new products to market in a variety of industries, including the food industry. • Risk Management/Oversight Experience. Mr. Sanfilippo has valuable experience in overseeing product risk and managing product issues through the procurement and packaging of various food products. Lisa A. Sanfilippo, Director, age 60 – Ms. Sanfilippo is a former Co-Director of The Global Society for Female Entrepreneurs in Beverly Hills, California and former founder and Co-Owner of Acceptance Recovery Center in Scottsdale, Arizona. She became a director for our company in April 2021. Previously, Ms. Sanfilippo served as Director of Business Development & Innovation Trends at the company from 2011 to 2017. Before that, Ms. Sanfilippo served in several other roles at the company, including Senior Business Manager in charge of Alternative Channels from 2009 to 2011, Director of Customer Service from 2007 to 2009, and Senior Business Manager for Industrial Sales from 1991 to 2007. Ms. Sanfilippo is the sister of Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr., both executive officers and directors of our company, the sister of James J. Sanfilippo and John E. Sanfilippo, both directors of our company, and the cousin of Michael J. Valentine and James A. Valentine, both directors of our company. Marketing and Product Development Experience. Ms. Sanfilippo has significant experience in developing products and overseeing innovation trends in the snack industry. • Deep Industry Experience. Ms. Sanfilippo’s long tenure at the company provided her with a deep knowledge of the nut and snack industry and an appreciation for our culture and values. • Strategic Experience. Ms. Sanfilippo has experience in expanding into alternative channels and formulating strategic initiatives to support our Long-Range Plan through her experience at The Global Society for Female Entrepreneurs and at the company. James A. Valentine, Senior Technical Advisor, Director, age 60 — Mr. Valentine has been employed by the company since 1986 and (most recently) in August 2021 was named the company’s Senior Technical Advisor. He became a director of our company in October 2021. He served as the company’s Senior Technical Officer from January 2018 until August 2021 and Chief Information Officer from November 2006 to January 2018. He served as the company’s Executive Vice President, Information Technology, from August 2001 to November 2006. Mr. Valentine served as Senior Vice President, Information Technology, from January 2000 to August 2001, and as Vice President of Management Information Systems from January 1995 to January 2000. Mr. Valentine is responsible for providing guidance to management regarding the strategic direction of the company’s information technology functions that support our corporate strategy. Mr. Valentine is the brother of Michael J. Valentine, a director of our company, and the cousin of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, both of whom are executive officers and directors of our company, and a cousin of James J. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo, all directors of our company.
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock • Cybersecurity and IT Experience. Mr. Valentine has extensive cybersecurity and IT experience through his role as former Chief Information Officer of the company and his knowledge of developing cybersecurity and IT trends. • Deep Industry Experience. Mr. Valentine has a wealth of experience through working at the company over multiple decades. • Senior Leadership Experience. Mr. Valentine has significant senior leadership experience as our former Chief Information Officer. Michael J. Valentine, Director, age 65 – Mr. Valentine was employed by us from 1987 until he retired in January 2023. Mr. Valentine served as Chief Financial Officer from January 2001 to August 2021 and has served as Group President from November 2006 to January 2023. In January 2001 Mr. Valentine was named Executive Vice President Finance, Chief Financial Officer and Secretary. He served as Secretary until August 2022. Mr. Valentine was elected as a director of our company in April 1997. Mr. Valentine served as our Senior Vice President and Secretary from August 1999 to January 2001. He served as Vice President and Secretary from December 1995 to August 1999. He served as our Assistant Secretary and General Manager of External Operations from June 1987 and 1990, respectively, to December 1995. Mr. Valentine has previously served on the Board of Directors of the Peanut and Tree Nut Processors Association and the Board of Directors of the American Peanut Council, respectively, both of which are nut industry associations of which our company is a member. Mr. Valentine is the brother of James A. Valentine, a director of our company, the cousin of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, both of whom are executive officers and directors of our company and the cousin of James J. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo, all directors of our company.
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock
Key Qualifications and Experience; Rationale for Nomination and Election by Holders of Class A Stock • Accounting and Financial Experience. Mr. Valentine has extensive financial and accounting experience through his role as former Chief Financial Officer of the company. • Deep Industry Experience. Mr. Valentine has a wealth of experience through working at the company over multiple decades and in the nut industry from his service on the board of directors of two industry associations related to our core business. Senior Leadership Experience. Mr. Valentine has significant senior leadership experience as our former Chief Financial Officer and former Group President.
Board of Directors
Board of Directors It is expected that each member of the Board of Directors will be available to attend all regularly scheduled meetings and all regularly scheduled meetings of the committees on which a director serves, as well as our annual meeting of stockholders, after taking into consideration the director’s other business and professional commitments. Each director is expected to make his or her best effort to attend all special meetings of the Board of Directors and of the committees on which a director serves. Our Board of Directors held nine meetings during fiscal 2024. Each director attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and meetings held by all committees of the Board of Directors on which they served, during the period for which they served. All directors attended the 2023 annual meeting of stockholders which was held virtually on November 2, 2023. The Audit Committee, the Compensation and Human Resources Committee and the Governance Committee are each subject to a charter which governs their respective activities. These committee charters are available on our website at www.jbssinc.com. Our Nasdaq Board Diversity Matrix is posted on our website at https://jbssinc.com/investors/corporate-governance.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Directors
Compensation of Directors Our non-employee director compensation program is designed to be competitive with our peer companies and to align the interests of our non-employee directors with the long-term interests of our stockholders. Our director compensation program is reviewed annually by the Compensation and Human Resources Committee using external data derived from (among other things) a review of our peer company practices as conducted by the independent compensation consultant to such committee. Our directors are compensated for their services with respect to each Board Year. We define “Board Year” for director compensation purposes as the time between annual stockholder meetings. The Compensation and Human Resources Committee last reviewed our non-employee director compensation program in November 2023 and based on such review by the Compensation and Human Resources Committee, including input from our independent compensation consultant, the annual equity grant to our non-employee directors (an “Outside Director”) was increased by $5,000 to $94,000. In addition to such annual equity grant of $94,000, current compensation for our Outside Directors consists of the following cash components: • Annual Board cash retainer which was increased by $5,000 to $79,000; • Annual cash retainers for the Audit Committee Chairperson and Compensation and Human Resources Committee Chairperson of $20,000; • Annual cash retainer for the Governance Committee Chairperson of $15,000; • Annual cash retainer for each member of each committee of the Board (other than the chairperson) of $9,000; and • Annual cash retainer for the Lead Independent Director of the Board of $15,000. Each Outside Director is eligible to participate in (and receive equity-based director compensation under) the Omnibus Plan. On November 2, 2023, the Compensation and Human Resources Committee approved a grant of $94,000 in RSUs to each of our seven Outside Directors, with a grant date of November 16, 2023. These RSUs are scheduled to vest on October 30, 2024, and once vested, they can be paid to the director in an equal number of shares of Common Stock upon vesting or become payable in an equal number of shares of Common Stock after the director ceases being a member of the Board of Directors. Directors are also reimbursed for their reasonable expenses incurred in attending such meetings. Directors who are current employees of our company receive no additional compensation for their services as directors.
Director Compensation for Fiscal Year 2024
Director Compensation for Fiscal Year 2024
Director Compensation for Fiscal Year 2024
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Pamela Forbes Lieberman(2) | 120,500 | 91,364 | 211,864 | | Mercedes Romero(3) | 103,500 | 91,364 | 194,864 | | James J. Sanfilippo(4) | 76,500 | 91,364 | 167,864 | | John E. Sanfilippo(5) | 76,500 | 91,364 | 167,864 | | Lisa A. Sanfilippo(6) | 76,500 | 91,364 | 167,864 | | Ellen C. Taaffe(7) | 129,500 | 91,364 | 220,864 | | Michael J. Valentine(8) | 76,500 | 91,364 | 167,864 | | | $659,500 | $639,548 | $1,299,048 |
Director Compensation for Fiscal Year 2024
(1) As noted above, the Compensation and Human Resources Committee approved a grant of $94,000 of RSUs for each Outside Director. Based on the closing price ($93.61) of our Common Stock on the date of grant (November 16, 2023), each Outside Director was awarded 1,004 RSUs. Pursuant to applicable SEC reporting rules, we have reported the 1,004 RSUs at the grant date fair value under FASB ASC Topic 718, which may differ from the methodology we use to determine the value the of RSUs to award each Outside Director. (2) The “Fees Earned or Paid in Cash” column for Ms. Pamela Forbes Lieberman consists of annual retainer fees of $76,500, committee chairperson fees of $35,000, and committee member fees of $9,000. As of June 27, 2024, Ms. Pamela Forbes Lieberman had 1,004 RSUs outstanding, all of which were granted for fiscal 2024 service. (3) The “Fees Earned or Paid in Cash” column for Ms. Mercedes Romero consists of annual retainer fees of $76,500 and committee member fees of $27,000. As of June 27, 2024, Ms. Mercedes Romero had 1,004 RSUs outstanding, all of which were granted for fiscal 2024 service. (4) The “Fees Earned or Paid in Cash” column for Mr. James J. Sanfilippo consists of annual retainer fees of $76,500. As of June 27, 2024, Mr. James J. Sanfilippo had 1,004 RSUs outstanding, all of which were granted for fiscal 2024 service. (5) The “Fees Earned or Paid in Cash” column for Mr. John E. Sanfilippo consists of annual retainer fees of $76,500. As of June 27, 2024, Mr. John E. Sanfilippo had 1,004 RSUs outstanding, all of which were granted for fiscal 2024 service. (6) The “Fees Earned or Paid in Cash” column for Ms. Lisa A. Sanfilippo consists of annual retainer fees of $76,500. As of June 27, 2024, Ms. Lisa A. Sanfilippo had 1,004 RSUs outstanding, all of which were granted for fiscal 2024 service. (7) The “Fees Earned or Paid in Cash” column for Ms. Ellen C. Taaffe consists of annual retainer fees of $76,500, committee chairperson fees of $20,000, committee member fees of $18,000, and lead independent director fees of $15,000. As of June 27, 2024, Ms. Ellen C. Taaffe had 10,053 RSUs outstanding, including the 1,004 RSUs granted for fiscal 2024 service and 9,049 RSUs that are vested but deferred. The “Fees Earned or Paid in Cash” column for Mr. Michael J. Valentine consists of annual retainer fees of $76,500. As of June 27, 2024, Mr. Michael J. Valentine had 1,004 RSUs outstanding, all of which were granted for fiscal 2024 service.
Executive Summary
Executive Summary Our company’s fiscal 2024 financial results reflected the execution of our strategic plan. In fiscal 2024, our company acquired snack bar assets located in Lakeville, Minnesota from TreeHouse Foods, Inc., which resulted in record net sales of approximately $1.1 billion for the fiscal year. Our net income in fiscal 2024 was $60.2 million, which was a 4.1% decrease from fiscal 2023 driven primarily by a 5.0% decrease in the weighted average selling price per pound and increased operating expenses which was partially offset by increased sales volume due to the snack bar acquisition. As a result, our earnings per diluted share decreased by 4.4% to $5.15 in fiscal 2024 from $5.40 for fiscal 2023. Our financial performance during fiscal 2024 also allowed us to pay dividends of $34.8 million in fiscal 2024 and a special cash dividend of $1.25 per share and a regular cash dividend of $0.85 per share to our stockholders during the first quarter of fiscal 2025. Our compensation programs are designed to reward our executive officers for our company’s performance, and in particular the economic value added to our business. In fiscal 2024, we continued to utilize a number of compensation measures to reinforce the link between our company’s performance and the pay of our executive officers. Due to our operating performance in fiscal 2024, and in particular the operating performance of our Lakeville facility, which improved faster than we anticipated at the time of acquisition, the executive officers earned cash incentive compensation above target as set by the Compensation and Human Resources Committee under the company’s Sanfilippo Value Added Plan, or “SVA Plan”. In addition, we continued our practice of evaluating our executive officers’ individual performance when setting their salaries and considered our overall performance and the current holdings of equity by certain named executive officers in awarding equity. In addition, we incorporated the use of PSUs in our equity program, in addition to RSUs, to help drive performance and promote retention. We believe that our stockholders support the design and implementation of our pay for performance compensation programs. For fiscal 2023, approximately 98.6% of votes cast in our advisory vote to approve executive compensation supported the compensation paid to our named executive officers.
The Role of the Independent Consultant
The Role of the Independent Consultant In fiscal 2024, the Compensation and Human Resources Committee utilized Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultant to provide guidance regarding the compensation of our executive officers (including our named executive officers) and our Outside Directors. Pearl Meyer provided no other services to our company in fiscal year 2024 other than those directly related to compensation strategy. The Compensation and Human Resources Committee determined that the work of Pearl Meyer did not raise any conflict of interest issues.
Overview of Fiscal 2024 Executive Compensation Program
Overview of Fiscal 2024 Executive Compensation Program Our total compensation program for the named executive officers and other executive officers in fiscal 2024 consisted of both cash compensation and equity-based compensation in the form of RSUs and PSUs. Each executive officer’s annual cash compensation is comprised of a base salary and an opportunity to earn an annual incentive award under the SVA Plan. The SVA Plan rewards participants for year-over-year improvement in our net operating profit, as adjusted, after tax minus a capital charge. In addition, to be competitive in the marketplace we offer standard benefits available to all salaried employees, provide life insurance for all named executive officers, the ability to defer compensation under a Non-Qualified Deferred Compensation Plan (“NQDC”), and provide for participation in our Supplemental Retirement Plan (“SERP”) for certain named executive officers. Operating Principles. The Compensation and Human Resources Committee broadly considered the factors more specifically set forth below when setting compensation for our named executive officers in fiscal 2024. Management Philosophy. The Family Management Team's philosophy is that the familial relationship between the Family Management Team members lends itself naturally to a collaborative approach to management. The Compensation and Human Resources Committee supports the Family Management Team’s approach to managing our company. Accordingly, at the Family Management Team’s request, the Compensation and Human Resources Committee generally determined that the primary elements of compensation for Jeffrey T. Sanfilippo and Jasper B. Sanfilippo, Jr. should be equal for fiscal 2024. Industry Comparison Group. When setting compensation for the named executive officers for fiscal 2024, the Compensation and Human Resources Committee compared elements of compensation (base salary, incentive compensation and equity grants) against the compensation reported for the named executive officers of a select group of companies engaged in the food and beverage business, which are generally similar in size to our company (the “Industry Comparison Group”), as a reference in setting overall compensation competitiveness. For fiscal 2024, the Industry Comparison Group was comprised of 16 publicly traded companies with annual revenues between approximately $501 million and $2.1 billion. The Compensation and Human Resources Committee’s independent consultant developed the Industry Comparison Group, which was approved by the Compensation and Human Resources Committee. For fiscal 2024, the Industry Comparison Group consisted of the following companies:
Annual Incentive Compensation—Sanfilippo Value-Added Plan
Annual Incentive Compensation—Sanfilippo Value-Added Plan As described in greater detail below, the general structure of the SVA Plan results in a cash payment to each participant calculated as follows:
Annual Incentive Compensation—Sanfilippo Value-Added Plan
| Participant’s SalaryX | Participant’s Target Salary PercentageX | SVA Improvement Multiple | = | SVA Payment Declared |
Annual Incentive Compensation—Sanfilippo Value-Added Plan
The SVA Plan rewards plan participants with cash incentive compensation for year-over-year improvement in economic profit. Economic profit is our net operating profit adjusted for share based compensation, net rental and miscellaneous expense, and the Lakeville Acquisition, after taxes minus a charge for capital. The charge for capital is determined by multiplying the weighted average cost of capital (9%) by the invested capital in the business(adjusted net working capital plus net property, plant, and equipment and goodwill), excluding any excess cash and cash equivalents in excess of $2 million (such year-over-year improvement hereinafter referred to as “SVA”), as illustrated below:
Annual Incentive Compensation—Sanfilippo Value-Added Plan
| SVA | = | Net operating profit after taxes (NOPAT) | minus | 9% Capital Charge |
Annual Incentive Compensation—Sanfilippo Value-Added Plan
Overall SVA improvement occurs when the net operating profit, as adjusted, after taxes less the capital charge increases on a year-over-year basis. Actual incentive compensation will be determined by comparing the actual SVA improvement amount relative to SVA improvement goals set for the fiscal year. To better align goals and incentive awards between all participants, the SVA Plan does not contain an individual performance component. The Compensation and Human Resources Committee believes that using year-over-year SVA improvement in the SVA Plan motivates the plan participants to improve our company’s financial performance and more effectively manage its working and fixed capital by encouraging the productive use of capital resources relative to their cost. For example, the Compensation and Human Resources Committee, from time to time, receives information from the Family Management Team on the impact of certain business decisions on SVA performance and how the Family Management Team uses SVA in business planning. The Compensation and Human Resources Committee also believes that continuous SVA improvement correlates with stockholder returns over time. In addition, our company management has solicited feedback from significant stockholders and such stockholders have supported our use of the SVA Plan. For fiscal 2024, the SVA Plan participants included approximately 300 employees. Almost all of our salaried and many hourly employees participate in the SVA Plan, and management thus believes the SVA Plan helps to broadly align incentive compensation with our company’s performance.
SVA Targets and Payments
SVA Targets and Payments The Compensation and Human Resources Committee, with the assistance of Pearl Meyer, its independent consultant, and the Family Management Team and Frank S. Pellegrino, established the SVA improvement goals for fiscal 2024. The Compensation and Human Resources Committee set three parameters for the SVA payout: the Threshold, or Minimum goal of SVA improvement, the Target goal and the Maximum goal. • Achieving at or below the Threshold, or Minimum goal of SVA improvement, would result in a 0% payout, or no payout of the participant’s target award. • Achieving the Target goal of SVA improvement would result in a 100% payout, or a 1x multiplier of the participant’s target award. • Achieving at or above the Maximum goal of SVA improvement would result in a 200% payout, or a 2x multiplier of the participant’s target award. In order to achieve a payout under the SVA Plan, SVA improvement must exceed the Threshold, or Minimum goal of SVA improvement. SVA improvement amounts that fall in between the Threshold, Target, and Maximum goals are interpolated between each respective amount. For example, an SVA improvement level which was exactly in between the Target and Maximum goals would result in a 150% payout, or 1.5x multiplier of the participant’s target award. Each participant receives the same SVA improvement multiplier. The SVA Improvement Multiple cannot exceed the Maximum, or 2x multiplier, even if SVA improvement exceeds the Maximum goal. Because of the structure of the SVA Plan, the previous year’s performance impacts the target-setting process and ultimately the SVA improvement for the next fiscal year. For fiscal 2024, the Compensation and Human Resources Committee, upon recommendation of management and with the input of the independent consultant, considered the impact of the company’s acquisition of the Lakeville facility in calculating SVA performance. In doing so, the Compensation and Human Resources Committee desired to align the goals of company management and the company’s stockholders in promoting the effective and efficient management of the Lakeville facility during the 2024 fiscal year. The resulting SVA performance was driven in part by management’s ability to improve the historical operating performance of the Lakeville facility ahead of schedule in the 2024 fiscal year. The goals for SVA improvement and actual fiscal 2024 results are shown below:
SVA Targets and Payments
| Fiscal 2024 SVA Improvement Goals, Results, and Payouts | | | | Threshold/Minimum Goal | $(2,800,000) | 0%, or 0x multiplier | | Target Goal | $500,000 | 100%, or 1x multiplier | | Maximum Goal | $3,800,000 | 200%, or 2x multiplier | | Fiscal 2024 Result | $5,060,953 | 200%, or 2x multiplier(1) | | Fiscal 2024 SVA Payout = 200% or 2x of the participant’s target award | | |
SVA Targets and Payments
| | | Fiscal 2024 SVA Payout | | | | | Officer | Fiscal 2024 Salary PaidX | Target Salary PercentageX | SVA Improvement Multiple | = | SVA Payment Declared | | Jeffrey T. Sanfilippo | $847,499 | 115% | 2.00 | | $1,949,249 | | Jasper B. Sanfilippo, Jr. | $847,499 | 115% | 2.00 | | $1,949,249 | | Frank S. Pellegrino | $527,423 | 100% | 2.00 | | $1,054,845 | | Julia A. Pronitcheva | $330,347 | 60% | 2.00 | | $396,417 | | Gina M. Lakatos | $283,076 | 45% | 2.00 | | $254,768 |
Long-Term Incentives—Equity Awards Under the Omnibus Plan
Long-Term Incentives—Equity Awards Under the Omnibus Plan All equity awards have been granted pursuant to the Omnibus Plan. This plan was restated in 2023 and was previously referred to as the 2014 Omnibus Plan. As described under “Security Ownership of Certain Beneficial Owners and Management”, the Family Management Team, and the “group” to which they belong, have a large ownership interest in our company. The Compensation and Human Resources Committee recognizes that the Sanfilippo Group's large equity holdings in our company have resulted in the alignment of the Family Management Team’s interests with those of our stockholders. As a result, the Compensation and Human Resources Committee’s philosophy with respect to both the total amount of equity granted and equity as a compensation component has historically been more conservative as compared to our peers in the Industry Comparison Group. Thus, grants of equity awards to the Family Management Team were below the 50th percentile of the Industry Comparison Group in fiscal 2024. Grants of equity awards to Frank S. Pellegrino, Julia A. Pronitcheva and Gina M. Lakatos were slightly below the 50th percentile of the market benchmarks in fiscal 2024. In granting the number of RSUs and PSUs, the Compensation and Human Resources Committee also considered the terms of the Omnibus Plan and the Board of Directors’ equity grant cap policy for the 2024 fiscal year. This policy limited the number of awards to 20,000 for any one individual and 250,000 in the aggregate to all individuals for the 2024 fiscal year. For fiscal 2024, the Compensation and Human Resources Committee, with the input of management and the independent consultant, incorporated PSUs into the company’s equity plan to drive long-term performance and focus company management on achieving performance goals in addition to SVA. The Compensation and Human Resources Committee allocated 20% of each executive officer’s total equity award to PSUs. The Compensation and Human Resources Committee selected two performance metrics for the PSUs, one comprising 25% of the PSU award and the other comprising 75% of the PSU award. The performance metrics relate to snack bar performance (75%) and consumer channel performance (25%) over a three-year period. The targets approved by the Compensation and Human Resources Committee were considered challenging and aligned with the company’s strategic plan. In deciding the amount of RSUs and PSUs to grant in fiscal 2024, the Compensation and Human Resources Committee considered the responsibilities of each executive officer and our financial and operating performance in the prior fiscal year. In addition, for fiscal 2024, the Compensation and Human Resources Committee specifically considered the company’s conservative use of equity compensation and the Family Management Team’s current pay positioning relative to the Industry Comparison Group. As part of these considerations, the Compensation and Human Resources Committee granted the fiscal 2024 stock awards.
Long-Term Incentives—Equity Awards Under the Omnibus Plan
| Fiscal 2024 Stock Awards Granted November 16, 2023 | | | | | | | Participant | # of RSUs Granted | # of PSUs Granted | RSU Market Value | PSU Market Value | Total Grant Value | | Jeffrey T. Sanfilippo | 7,478 | 1,869 | $700,000 | $175,000 | $875,000 | | Jasper B. Sanfilippo, Jr. | 7,478 | 1,869 | $700,000 | $175,000 | $875,000 | | Frank S. Pellegrino | 2,991 | 748 | $280,000 | $70,000 | $350,000 | | Julia A. Pronitcheva | 1,282 | 320 | $120,000 | $30,000 | $150,000 | | Gina M. Lakatos | 940 | 235 | $88,000 | $22,000 | $110,000 |
Long-Term Incentives—Equity Awards Under the Omnibus Plan
The Compensation and Human Resources Committee typically approves the equity awards to be granted for any given fiscal year at the Compensation and Human Resources Committee meeting held in conjunction with the annual meeting of stockholders. Annual equity award grant dates are set on the 10th business day after the grant approval date. This date was chosen for administrative, compliance and governance reasons. For the fiscal 2024 RSU award grant, the Compensation and Human Resources Committee approved the grant on November 1, 2023, with a grant date of November 16, 2023. Pursuant to applicable SEC reporting rules, we have reported in the Summary Compensation Table and Grants of Plan-Based Awards Table below the applicable number of RSUs and PSUs granted to each named executive officer at the grant date fair value under FASB ASC Topic 718, which may differ from the methodology we use to determine the value of RSUs and PSUs we award each named executive officer.
Summary Compensation Table
Summary Compensation Table The Summary Compensation Table provides the total compensation for the last three completed fiscal years for each of our company’s named executive officers.
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024
Summary Compensation Table for Fiscal Year 2024
| Name and Principal Position(*) | Year | Salary | Bonus(1) | Stock Awards(2) | Non- Equity Incentive Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other(5) | Total(6) | | Jeffrey T. Sanfilippo | 2024 | $849,999 | $— | $824,239 | $1,949,249 | $1,664,783 | $21,641 | $5,309,911 | | Chief Executive Officer | 2023 | $790,846 | $— | $537,150 | $1,167,139 | $317,658 | $19,008 | $2,831,801 | | | 2022 | $764,313 | $— | $382,517 | $610,837 | $— | $18,660 | $1,776,327 | | Jasper B. Sanfilippo, Jr. | 2024 | $849,999 | $— | $775,707 | $1,949,249 | $965,380 | $31,041 | $4,571,376 | | Chief Operating Officer | 2023 | $790,846 | $— | $518,038 | $1,167,139 | $93,921 | $30,379 | $2,600,323 | | | 2022 | $764,313 | $— | $382,517 | $610,837 | $— | $29,136 | $1,786,803 | | Frank S. Pellegrino | 2024 | $530,938 | $— | $310,300 | $1,054,845 | $— | $30,071 | $1,926,154 | | Chief Financial Officer | 2023 | $449,724 | $— | $215,849 | $602,692 | $— | $22,101 | $1,290,366 | | Executive Vice President | 2022 | $417,307 | $— | $191,259 | $272,385 | $— | $20,942 | $901,893 | | Finance and Administration | | | | | | | | | | Julia A. Pronitcheva | 2024 | $331,078 | $10,000 | $132,950 | $396,417 | $— | $21,810 | $892,255 | | Senior Vice President | 2023 | $302,386 | $— | $129,509 | $220,926 | $— | $21,032 | $673,853 | | Human Resources | | | | | | | | | | Gina M. Lakatos | 2024 | $283,461 | $2,500 | $97,514 | $254,768 | $— | $19,863 | $658,106 | | Vice President, General | | | | | | | | | | Counsel and Secretary | | | | | | | | |
Summary Compensation Table for Fiscal Year 2024
(*) Ms. Julia A. Pronitcheva was not a named executive officer for the 2022 fiscal year. Ms. Gina M. Lakatos was not a named executive officer for the 2023 and 2022 fiscal years. (1) The amounts in this column reflect the named executive officer’s discretionary bonus for the superior performance of acquisition and integration-related activities related to our Lakeville facility. (2) The amounts in this column reflect the grant date fair value of RSUs and PSUs (at target) granted under the Omnibus Plans for the fiscal years presented, determined in accordance with FASB ASC Topic 718. The valuation for the PSUs reflected our assumptions that such awards will be eared at target. The fair value may further vary by participant based on the applicable provisions in the Omnibus Plans, including the age and tenure of each participant. The grant date fair value of RSUs granted in fiscal year 2024 and the grant date fair value of PSUs granted in fiscal 2024 if target performance and maximum performance were achieved are as follows:
Summary Compensation Table for Fiscal Year 2024
| Name | 2024 Aggregate Grant Date Fair Value RSUs | 2024 Aggregate Grant Date Fair Value PSUs at Target | 2024 Aggregate Grant Date Fair Value PSUs at Maximum | | Jeffrey T. Sanfilippo | $669,131 | $155,108 | $310,216 | | Jasper B. Sanfilippo, Jr. | $620,599 | $155,108 | $310,216 | | Frank S. Pellegrino | $248,223 | $62,077 | $124,154 | | Julia A. Pronitcheva | $106,393 | $26,557 | $53,114 | | Gina M. Lakatos | $78,011 | $19,503 | $39,006 |
Summary Compensation Table for Fiscal Year 2024
The amounts in this column reflect payments made pursuant to our SVA Plan for the respective fiscal year the payments were earned. The amounts in this column reflect the aggregate change in actuarial value of the named executive officers’ accumulated benefit under the SERP from June 30, 2023 to June 27, 2024, July 1, 2022 to June 29, 2023 and June 25, 2021 to June 30, 2022, which were our SERP measurement dates used for financial reporting purposes for fiscal 2024, 2023 and 2022, respectively. For fiscal year 2022, the pension value decreased $487,497 for Mr. Jeffrey T. Sanfilippo and $843,120 for Mr. Jasper B. Sanfilippo, Jr. Assumptions used to calculate the amounts can be found immediately after the “Pension Benefits Table for Fiscal Year 2024” below. None of our named executive officers earned above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified. See “Company-Sponsored Retirement Plans” for more information about the SERP. (5) The amounts in this column reflect perquisites and other personal benefits. The table below entitled “All Other Compensation for Fiscal Year 2024” shows each component of the total amount included in this column. (6) Although it was generally determined by the Compensation and Human Resources Committee that Jeffrey T. Sanfilippo’s and Jasper B. Sanfilippo, Jr.’s compensation (base salary, equity awards and non-equity incentive compensation) should be equal, total compensation for the two of them may differ primarily due to the amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column, the actuarial value of which is impacted by the participant’s age and years of service and due to the amounts reported in the “Stock Awards” column for the reason discussed in footnote 2 to this Summary Compensation Table. Refer to the “Overview of Fiscal 2024 Executive Compensation Program” for additional detail regarding the philosophy for the Family Management Team members’ compensation.
Pension Benefits Table for Fiscal Year 2024
Pension Benefits Table for Fiscal Year 2024
Pension Benefits Table for Fiscal Year 2024
| Name & Position(1) | Plan Name | Number of Years of Credited Service(2) | Present Value of Accumulated Benefits | Payments During Last Fiscal Year | | Jeffrey T. Sanfilippo, CEO | Supplemental Retirement Plan | 33 | $8,588,384 | $— | | Jasper B. Sanfilippo, Jr., COO | Supplemental Retirement Plan | 33 | $5,415,530 | $— |
Pension Benefits Table for Fiscal Year 2024
(1) Frank S. Pellegrino, Julia A. Pronitcheva and Gina M. Lakatos are not SERP Participants. (2) This column reflects the actual number of years of service to our company by each of the executive officers listed. It is our company’s policy not to credit extra years of service to SERP Participants.
Grants of Plan-Based Awards
Grants of Plan-Based Awards Our company’s plan-based awards for certain executives, including the named executive officers, consist of equity-based awards and non-equity incentive compensation payments under our SVA Plan. The following table provides fiscal 2024 information for the named executive officers’ equity-based awards under our Omnibus Plan and potential non-equity incentive compensation payments under our SVA Plan. With respect to awards of RSUs and PSUs under our company’s Omnibus Plan, the table below includes the grant date of each award, the number of RSUs and PSUs granted, the fair value at the date of grant and the resulting grant date fair value of the RSUs and PSUs.
Grants of Plan-Based Awards for Fiscal Year 2024
Grants of Plan-Based Awards for Fiscal Year 2024
Grants of Plan-Based Awards for Fiscal Year 2024
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Equity Based Awards: | Grant Date Fair Value | Grant Date Fair Value of Equity | | Name | Grant Date(1) | Award Type | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | Number of Units | ($/ Share) | Based Awards(4) | | Jeffrey T. | 11/16/2023 | RSU | $— | $— | $— | — | — | — | 7,478 | $89.48 | $669,131 | | Sanfilippo | 11/16/2023 | PSU | $— | $— | $— | 935 | 1,869 | 3,738 | — | $82.99 | $155,108 | | | 8/22/2023 | SVA | $— | $977,499 | $1,954,998 | — | — | — | — | — | $— | | Jasper B. | 11/16/2023 | RSU | $— | $— | $— | — | — | — | 7,478 | $82.99 | $620,599 | | Sanfilippo, Jr. | 11/16/2023 | PSU | $— | $— | $— | 935 | 1,869 | 3,738 | — | $82.99 | $155,108 | | | 8/22/2023 | SVA | $— | $977,499 | $1,954,998 | — | — | — | — | — | $— | | Frank S. | 11/16/2023 | RSU | $— | $— | $— | — | — | — | 2,991 | $82.99 | $248,223 | | Pellegrino | 11/16/2023 | PSU | $— | $— | $— | 374 | 748 | 1,496 | — | $82.99 | $62,077 | | | 8/22/2023 | SVA | $— | $530,938 | $1,061,876 | — | — | — | — | — | $— | | Julia A. | 11/16/2023 | RSU | $— | $— | $— | — | — | — | 1,282 | $82.99 | $106,393 | | Pronitcheva | 11/16/2023 | PSU | $— | $— | $— | 160 | 320 | 640 | — | $82.99 | $26,557 | | | 8/22/2023 | SVA | $— | $198,647 | $397,294 | — | — | — | — | — | $— | | Gina M. | 11/16/2023 | RSU | $— | $— | $— | — | — | — | 940 | $82.99 | $78,011 | | Lakatos | 11/16/2023 | PSU | $— | $— | $— | 118 | 235 | 470 | — | $82.99 | $19,503 | | | 8/22/2023 | SVA | $— | $127,557 | $255,114 | — | — | — | — | — | $— |
Grants of Plan-Based Awards for Fiscal Year 2024
(1) The November 16, 2023 equity awards (RSUs and PSUs) were granted under the Omnibus Plan. The August 22, 2023 awards (non-equity incentive compensation payments) were granted under the SVA Plan. This column shows both the target and maximum for fiscal 2024 under our company’s SVA Plan. The amounts in this column are based on the participant’s fiscal 2024 salary earned, the applicable Target Salary Percentage and the applicable performance level under the SVA Plan. The SVA Plan payments are based on SVA, which is the year-to-year improvement in our net operating profit, as adjusted, after taxes minus a capital charge. The maximum payout pursuant to the SVA Plan is an SVA Improvement Multiple of 2x. The actual SVA Improvement Multiple for fiscal 2024 was 2.0x. See “Compensation Discussion and Analysis—Overview of Fiscal 2024 Executive Compensation Program—Annual Incentive Compensation—Sanfilippo Value-Added Plan” for more information about our SVA Plan. PSUs were granted on November 16, 2023 under the Omnibus Plan. This column shows the number of PSUs at threshold, target and maximum performance (0.5x, 1.0x and 2.0x of the target award, respectively). See “Compensation Discussion and Analysis— Long-Term Incentives—Equity Awards Under the Omnibus Plan.” (4) The amounts shown in this column represent the grant date fair value of each equity award (RSUs and PSUs) calculated in accordance with FASB ASC Topic 718. The Compensation and Human Resources Committee approved the grant date as the 10th business day following the date of the Compensation and Human Resources Committee’s approval of the grant. These dates were chosen for administrative, compliance and governance purposes. The Compensation and Human Resources Committee reviews and approves the granting of RSUs and PSUs under the Omnibus Plan at its meeting at or around the annual meeting of stockholders.
Outstanding Equity Awards
Outstanding Equity Awards The following table provides information on outstanding equity-based awards held by the named executive officers as of June 27, 2024. For RSUs, the table shows the number of RSUs that have not vested and their market value.
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024
| | Stock Awards | | | | | | | Name | Grant Date | Award Type | Number of Shares or Units of Stock That Have Not Vested (1) (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (4) ($) | | Jeffrey T. Sanfilippo | 11/16/2023 | RSU | 7,478 | $724,693 | — | $— | | | 11/16/2023 | PSU | — | $— | 3,738 | $362,250 | | | 11/17/2022 | RSU | 7,212 | $698,915 | — | $— | | | 11/10/2021 | RSU | 5,158 | $499,862 | — | $— | | Jasper B. Sanfilippo, Jr. | 11/16/2023 | RSU | 7,478 | $724,693 | — | $— | | | 11/16/2023 | PSU | — | $— | 3,738 | $362,250 | | | 11/17/2022 | RSU | 7,212 | $698,915 | — | $— | | | 11/10/2021 | RSU | 5,158 | $499,862 | — | $— | | Frank S. Pellegrino | 11/16/2023 | RSU | 2,991 | $289,858 | — | $— | | | 11/16/2023 | PSU | — | $— | 1,496 | $144,977 | | | 11/17/2022 | RSU | 3,005 | $291,215 | — | $— | | | 11/10/2021 | RSU | 2,579 | $249,931 | — | $— | | Julia A. Pronitcheva | 11/16/2023 | RSU | 1,282 | $124,239 | — | $— | | | 11/16/2023 | PSU | — | $— | 640 | $62,022 | | | 11/17/2022 | RSU | 1,803 | $174,729 | — | $— | | | 11/10/2021 | RSU | 1,261 | $122,204 | — | $— | | Gina M. Lakatos | 11/16/2023 | RSU | 940 | $91,095 | — | $— | | | 11/16/2023 | PSU | — | $— | 470 | $45,548 | | | 11/17/2022 | RSU | 1,322 | $128,115 | — | $— | | | 11/10/2021 | RSU | — | $— | — | $— |
Outstanding Equity Awards at Fiscal Year End 2024
(1) The Compensation and Human Resources Committee approved the fiscal 2024 RSU grants on November 1, 2024, with a grant date of November 16, 2023. The fiscal 2023 awards were approved by the Compensation and Human Resources Committee on November 2, 2022, with a grant date of November 17, 2022. The Compensation and Human Resources Committee approved the fiscal 2022 RSU grants on October 27, 2021, with a grant date of November 10, 2021. All RSUs granted to employees vest in accordance with the provisions in the Omnibus Plans and generally are scheduled to fully vest three years from the grant date. The amounts shown in this column reflect the value of outstanding RSUs on June 27, 2024. The closing price of our Common Stock was $96.91 at June 27, 2024. The Compensation and Human Resources Committee approved the fiscal 2024 PSU grants on November 1, 2023, with a grant date of November 16, 2023. The number of shares that will vest at the end of the three year performance period are dependent on two performance metrics. At June 27, 2024, the company's aggregate performance under these metrics is above target level. As such, in accordance with SEC reporting rules, the PSUs are reported at maximum value (2.0x). (4) The amounts shown in this column reflect the value of outstanding PSUs on June 27, 2024. The closing price of our Common Stock was $96.91 at June 27, 2024.
Option Exercises and Stock Vested During Fiscal 2024
Option Exercises and Stock Vested During Fiscal 2024 The following table provides information on stock options that were exercised and stock awards that vested during the fiscal year ended June 27, 2024 for each of the named executive officers:
Option Exercises and Stock Vested During Fiscal 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value of Shares Acquired on Vesting ($)(1) | | Jeffrey T. Sanfilippo | — | $— | 5,212 | $477,159 | | Jasper B. Sanfilippo, Jr. | — | $— | 5,212 | $477,159 | | Frank S. Pellegrino | — | $— | 2,411 | $220,727 | | Julia A. Pronitcheva | — | $— | 1,433 | $131,191 | | Gina M. Lakatos | — | $— | — | $— |
Option Exercises and Stock Vested During Fiscal 2024
(1) The RSU awards for Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, Jr., Frank S. Pellegrino, and Julia A. Pronitcheva vested on November 11, 2023, the third anniversary of the grant date of the award. The closing price of our Common Stock on November 10, 2023 was $91.55.
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan The following table reports compensation earned by the named executive officers and deferred under the NQDC during the fiscal year ended June 27, 2024:
Non-Qualified Deferred Compensation Plan
| Name | Executive Contributions(1) | Company Contributions(2) | Aggregate Earnings | Aggregate Withdrawals/ Distributions | Aggregate Balance at Fiscal Year End | | Jeffrey T. Sanfilippo | $— | $— | $— | $— | $— | | Jasper B. Sanfilippo, Jr. | $— | $— | $— | $— | $— | | Frank S. Pellegrino | $34,169 | $28,865 | $7,921 | $— | $82,877 | | Julia A. Pronitcheva | $38,011 | $17,513 | $8,346 | $— | $76,294 | | Gina M. Lakatos | $56,293 | $2,815 | $6,182 | $— | $65,290 |
Non-Qualified Deferred Compensation Plan
(1) Any contributions with respect to fiscal 2024 performance deferred in fiscal 2025 (SVA) are not credited until fiscal 2025, and are not included in this table. Contributions related to the fiscal 2023 performance were credited in fiscal 2024 and are reported in this table. All other contributions reported in this table are reported as compensation for the 2024 fiscal year in the Summary Compensation Table above. (2) The amounts reported in the Company Contributions column include company matching contributions made in fiscal 2024. Due to the three year vesting period on the company contributions, these amounts were not included in the “All Other Compensation” table above.
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, our company is providing information about the relationship of the annual total compensation of our median employee and the annual compensation of our Chief Executive Officer during fiscal 2024. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee in fiscal 2024, payroll data was collected for all employees, whether employed on a full-time, part-time, or seasonal basis, as of June 27, 2024, excluding the CEO. We used total W-2 compensation for fiscal 2024 as our consistently applied compensation measure. We believe the use of W-2 compensation for all employees is a consistently applied compensation measure. Using this methodology, we determined that our median employee is a non-exempt, full-time hourly employee with an annual total compensation of $73,762 for fiscal 2024, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation of our CEO for fiscal 2024, as reported in the Summary Compensation Table included earlier in this proxy statement, was $5,309,911. On the basis of the information set forth above, for fiscal 2024 the estimated ratio of the annual compensation of Mr. Jeffrey T. Sanfilippo to the annual compensation of our median employee was 72 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with applicable rules and guidance promulgated by the SEC as of the date of this proxy statement. We have derived this estimate based on our payroll and employment records, the compensation for our CEO as set forth in the Summary Compensation Table, and the methodologies described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the company. Further information concerning the company’s pay for performance philosophy and how the company aligns executive compensation with the company’s performance is described under “Compensation Discussion & Analysis” beginning on page 30. The following table sets forth information concerning the compensation actually paid (“CAP”) of our CEO (“Principle Executive Officer” or “PEO”) and other named executive officers (“NEOs”) for the prior three fiscal years and our financial performance for each such fiscal year:
Pay Versus Performance
| | | | Average SCT for | Average CAP to | Value of Initial Fixed $100 Investment Based On: | | | Company Selected | | Fiscal Year | SCT for PEO(1) | CAP to PEO(3) | Non-CEO NEOs(2) | Non-CEO NEOs(3) | TSR(4) | Peer Group TSR(4) | Net Income | Measure: Ending SVA(5) | | 2024 | $5,309,911 | $3,565,381 | $2,011,973 | $1,689,731 | $140 | $154 | $60,248,566 | $43,147,059 | | 2023 | $2,831,801 | $3,619,565 | $1,439,694 | $1,728,241 | $167 | $138 | $62,857,497 | $38,086,106 | | 2022 | $1,776,327 | $1,944,177 | $1,004,984 | $1,015,849 | $96 | $133 | $61,786,796 | $36,252,945 | | 2021 | $3,515,050 | $2,784,071 | $2,225,858 | $1,904,880 | $113 | $158 | $59,740,508 | $37,542,497 |
Pay Versus Performance
(1) Amounts in this column represent the amounts reported for Mr. Jeffrey T. Sanfilippo, our CEO, in the “Total” column of the Summary Compensation Table (“SCT”) for each applicable year. (2) Amounts in these columns represent the amount of compensation actually paid, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable fiscal year. The table below describes the adjustments, each of which is required by SEC rules, to calculate compensation actually paid from the summary compensation table totals for the CEO and our non-CEO NEOs. (3) Amounts in this column represent the average of the amounts reported for the company’s NEOs as a group, excluding our CEO, in the “Total” column of the Summary Compensation Table for each applicable year. The NEOs included for purposes of calculating the average amounts for each applicable year are as follows:
Pay Versus Performance
| Fiscal Year | Non-CEO NEOs | | 2024 | Jasper B. Sanfilippo, Jr., Frank S. Pellegrino, Julia A. Pronitcheva and Gina M. Lakatos | | 2023 | Michael J. Valentine, Jasper B. Sanfilippo, Jr., Frank S. Pellegrino, Shayn E. Wallace and Julia A. Pronitcheva | | 2022 | Michael J. Valentine, Jasper B. Sanfilippo, Jr., Frank S. Pellegrino, Shayn E. Wallace, Christopher H. Gardier and Michael J. Finn | | 2021 | Michael J. Valentine, Jasper B. Sanfilippo, Jr., Frank S. Pellegrino and Shayn E. Wallace |
Pay Versus Performance
| | 2024 | | 2023 | | 2022 | | 2021 | | | Adjustments | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | Summary Compensation Table ("SCT") Total | $5,309,911 | $2,011,973 | $2,831,801 | $1,439,694 | $1,776,327 | $1,004,984 | $3,515,050 | $2,225,858 | | Adjustments for stock awards (a) | | | | | | | | | | (Deduct): Aggregate value for stock awards included in SCT total for the covered fiscal year | (824,239) | (329,118) | (537,150) | (290,573) | (382,517) | (201,760) | (350,611) | (264,674) | | Add: Fair value at year-end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | 905,818 | 384,321 | 860,824 | 286,941 | 373,903 | 191,809 | 460,741 | 336,937 | | Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | (277,706) | (125,383) | 486,042 | 169,238 | (134,440) | (77,296) | 48,194 | 33,671 | | Add: Vesting date fair value of award granted and vested during the covered fiscal year | - | - | - | 78,322 | - | - | - | - | | Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | (144,946) | (62,962) | 29,725 | 34,201 | (4,131) | (4,793) | (27,555) | (16,957) | | (Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | - | - | - | (68,199) | - | - | - | - | | Add: Dividends or other earnings paid on award in the covered fiscal year prior to vesting if not otherwise included in the SCT total for the covered fiscal year | - | - | - | - | - | - | - | - | | Adjustments for defined benefit pension plans | | | | | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT total for the covered fiscal year | (1,664,783) | (241,345) | (317,658) | (18,784) | - | - | (1,156,502) | (547,004) | | Add: Service cost for the covered fiscal year | 261,326 | 52,245 | 265,981 | 97,401 | 315,035 | 102,905 | 294,754 | 137,049 | | Add: Prior service cost for the covered fiscal year | - | - | - | - | - | - | - | - | | Compensation Actually Paid ("CAP") | $3,565,381 | $1,689,731 | $3,619,565 | $1,728,241 | $1,944,177 | $1,015,849 | $2,784,071 | $1,904,880 |
Pay Versus Performance
(a) The assumptions we used to calculate the value for equity awards included in the calculation of compensation actually paid did not differ materially from those used to calculate grant date fair value for such awards. Total shareholder return (“TSR”) is cumulative for the measurement periods beginning on June 26, 2020 and ending on June 27, 2024, June 29, 2023 and June 30, 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group used in this disclosure is the Russell 2000 Consumer Staples Index, which is the same peer group used in Part II, Item 5 of our Annual Report on Form 10-K for the year ended June 27, 2024. See Compensation Discussion and Analysis for further discussion on the structure of the SVA Plan.