COMMUNICATION WITH THE BOARD OF DIRECTORS
Shareholders and other interested parties may communicate with the Board of Directors by sending written communication to the directors c/o the Company’s Secretary,
Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081. All such communications will be reviewed by the Secretary to determine which communications will be forwarded to the directors. All communications will be forwarded except those that are related to Company products, are solicitations, or otherwise relate to improper or irrelevant topics, as determined in the sole discretion of the Secretary. The Secretary shall report to the Board of Directors on the number and nature of communications that were determined not to be forwarded.
The Company has a policy of requiring all directors standing for election at the annual meeting of shareholders to attend such meeting, unless unforeseen circumstances arise. All ten directors attended the 2016 annual meeting of shareholders held on December 16, 2016.
The Company has a written Code of Ethics that applies to, among others, the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. During fiscal
2017,2023, there were no changes to, or waivers of, the Code of Ethics. The Company will furnish a copy of the Code of Ethics, without charge, to each person who forwards a written request to the Company’s Secretary, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081. The Code of Ethics is also available at www.sec.gov as an Exhibit to the
20172023 Form 10-K.EXECUTIVE
COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSIS
OFFICERS
The
Compensation Committee of the Board has the primary responsibility for establishing the compensation paid to the executive officers of the Company, including the named executive officers who are identified in the Summary Compensation Table below. This includes base salary, bonus awards and supplemental retirement plans. The full Board of Directors reviews and approves restricted share awards and stock option grants. The Compensation Committee consists of James Sumas, Chairman of the Board of Directors and Chief Executive Officer; John P. Sumas, Executive Vice President; Robert Sumas, President; John J. Sumas, Chief Operating Officer and General Counsel; Steven Crystal, David C. Judge and Peter R. Lavoy, independent directors.9
The primary objective offollowing table sets forth information concerning the Company’s executive compensation program is to attract, motivateofficers and retain executive officers of outstanding ability and to align the interests of these executive officers with the interests of shareholders. Most of the named executive officers own a substantial amount of the Company’s common stock and thus have a direct and substantial interest in the long-term growth of shareholders’ wealth. In light of this ownership, there is less need to directly relate compensation for the named executive officers to long-term Company performance.
Neither management nor the Compensation Committee currently engages any consultant related to executive or director compensation matters. In setting compensation levels, the Committee considers the overall level of responsibility and performance of the individual executive, compensation levels of executive officers obtained through commercially available survey data, compensation of executive officers obtained through reviews of annual proxy statements, compensation paid to corporate executives of Wakefern and other ShopRite members, the financial performance of the Company and other achievements during the most recently completed fiscal year, overall economic conditions, and competitive operating conditions. The Compensation Committee does not specifically benchmark to compensation data obtained, but rather subjectively utilizes the above factors in setting compensation for the named executive officers. The Compensation Committee subjectively determines, without the use of performance targets, individual performance in the following areas: increased responsibilities, performance of areas under the executive’s control, leadership, execution of strategic initiatives and decision making abilities. Although financial performance of the Company is a factor in setting executive compensation, financial and other performance targets are not utilized.
certain biographical information furnished by them:
Robert Sumas | | | 82 | | | Chief Executive Officer and Vice Chairman of the Board of Directors |
William Sumas | | | 76 | | | Executive Vice President and Chairman of the Board of Directors |
John P. Sumas | | | 74 | | | Executive Vice President, Secretary and Director |
Nicholas Sumas | | | 54 | | | Co-President and Director |
John J. Sumas | | | 53 | | | Co-President and Director |
John Van Orden | | | 44 | | | Chief Financial Officer & Treasurer |
Luigi Perri | | | 41 | | | Controller (Principal Accounting Officer) |
The Company’s executive
compensation for the named executive officers includes the following components: base salary, annual bonus plan, restricted stock awards, retirement benefits and other benefits.Salary
Named executive officers are paid a base salary with annual increaseselected by, and serve at the discretion of, the Compensation Committee. In addition toBoard. The business experience for the competitive data outlined abovepast five years, and Company performance, individual factors are also considered in setting base salaries. The Compensation Committee subjectively determines, without the usesome instances, for prior years, of performance targets, individual performance in the following areas: increased responsibilities, performance of areas under the executive’s control, leadership, execution of strategic initiatives and decision making abilities. Based on subjective and qualitative considerations, including the Company’s performance in fiscal 2016, the Compensation Committee granted raises to each of the namedCompany’s executive officers of 2-3% in fiscal 2017.
Annual Bonus
The Company’s executive compensation program includesis as follows:
Robert Sumas has served as our Chief Executive Officer since 2017 and served as President from 2009 through 2018. For Robert Sumas’s biography, please see the section above entitled “Nominees for Election.”
William Sumas has served as an annual non-equity incentive cash bonus designed to reward executive officersExecutive Vice President since 1989. For William Sumas’s biography, please see the section above entitled “Nominees for overall Company successElection.”
John P. Sumas has served as an Executive Vice President since 1989. For John P. Sumas’s biography, please see the section above entitled “Nominees for Election.”
Nicholas Sumas has served as Co-President since 2018 and individual performance. The actual bonus amounts earned by the named executive officers are reflected in the Summary Compensation Table in the fiscal year earned, even though these bonus amounts are paid in the subsequent year. The Compensation Committee subjectively determines, without the use of performance targets, individual performance in the following areas: increased responsibilities, performance of areas under the executive’s control, leadership, execution of strategic initiatives and decision making abilities. The bonuses awarded in fiscal 2017 by the Committee, which represent a 4% decrease from fiscal 2016, also consideredwas the Company’s 7% decrease in net income, excluding nonrecurring items. AlthoughChief Marketing Officer from 2014 to 2018 and a Vice President from 2008 through 2014. For Nicholas Sumas’s biography, please see the annual bonus award is not targetedsection above entitled “Nominees for Election.”
John J. Sumas has served as
a specific percentage of the named executive officer’s base salary, the bonus awards in fiscal 2017 range from 26% to 39% of base salary.Equity
Awards based onCo-President since 2018 and was the Company’s common stock have been granted periodicallyChief Operating Officer from 2014 to 2018, General Counsel from 2007 through 2019 and Vice President from 2007 through 2014. For John J. Sumas’s biography, please see the named executive officers and approximately sixty other employees. During fiscal 2017, the Company granted 23,400 restricted shares each to James Sumas, Robert Sumas, William Sumas and John P. Sumas. section above entitled “Nominees for Election.”
John Van Orden,
has served as Chief Financial Officer, Treasurer and principal financial officer since 2014 and was
granted10
12,000 restricted shares. Additional information about these awardsController and principal accounting officer from 2011 to 2014. Prior to joining the Company in 2011, Mr. Van Orden held various positions of increasing responsibility within KPMG LLP’s audit practice. He is includedalso a Certified Public Accountant in the tablesstates of New Jersey and New York.
Luigi Perri has served as Controller and principal accounting officer since 2014. Prior to joining the Company in 2014, Mr. Perri served as the North America Retail Controller for Ralph Lauren Corporation. Prior to that,
follow. The Compensation Committee believes equity awards alignMr. Perri held positions at both the
interest of employees with the interest of shareholders. The Company has utilized restricted share grants. The Compensation Committee considers several factors in determining the amounts of stock based awards granted to the named executive officers, including the officer’s levelHertz Corporation and KPMG LLP. He is also a Certified Public Accountant in the
organization, individual performance and comparison to compensation levels at similar companies. The Compensation Committee subjectively determines, without the usestate of
performance targets, individual performance in the following areas: increased responsibilities, performance of areas under the executive’s control, leadership, execution of strategic initiatives and decision making abilities.Stock awards have generally been granted at the Board of Directors’ meeting held in March, which is shortly after the release of second quarter earnings.
The Company does not have specific equity ownership guidelines, although as noted above, all of the named executive officers own a substantial amount of the Company’s common stock.
Retirement Benefits
The Company sponsors a defined benefit and a defined contribution plan for its non-union employees. On February 15, 2016 the Company amended this defined benefit plan to freeze all benefits effective March 31, 2016. The named executive officers participate in both of these plans. Certain named executive officers also participate in a supplemental executive retirement plan. Additional details regarding retirement benefits available to the named executive officers can be found in the 2017 Pension Benefits Table and the accompanying narrative description that follows this discussion and analysis.
Village also maintains a deferred compensation plan in which the named executive officers, as well as other supervisory employees, are eligible to participate. No officers currently participate in this plan, although one named executive officer previously participated in this plan. This plan is a nonqualified plan under which participants may elect to defer the receipt of a portion of their salary or bonus otherwise payable to them. Compensation deferred bears interest at the actual rate of return earned on the contributed assets, which are invested in mutual funds, and thus is not a preferential rate of interest. Deferred amounts are paid out only in cash, in accordance with deferral options selected by the participant at the time the deferral election is made.
Other Benefits
The Company’s group health, dental, vision and life insurance plans are available to eligible full-time and part-time employees. These plans do not discriminate in favor of the named executive officers. Non-employee directors of the Company’s Board of Directors do not participate in these plans. The Company provides the named executive officers, as well as all supervisory personnel, a Company vehicle. The Company provides the named executive officers with long-term disability insurance. There are no other benefits provided to the named executive officers.
The Company believes the perquisites described above are necessary and appropriate in providing competitive compensation to our executive officers.
Employment Agreements
None of our current named executive officers has an employment contract.
The Company’s equity plans described above provide for accelerated vesting of options and restricted share grants in the event of a change in control of the Company. This potential acceleration applies to all employees receiving grants and does not discriminate in favor of the named executive officers.
New Jersey.