Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses VLGEA in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named VLGEA in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Sumas | $818,212 | $680,000 | $0 | $0 | $0 | $0 | $30,395 | $1,528,607 |
| CEO | ||||||||
| Nicholas Sumas | 611,887 | 180,000 | 0 | 0 | 0 | 69,353 | 15,021 | 876,261 |
| President | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Sumas | $1,528,607 | $1,199,987 | — | +328,620 |
| Nicholas Sumas | 876,261 | 1,406,211 | — | −529,950 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| William Sumas | RSA | 2023-03-17 | — | — | 26,000 | — | — |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Sumas | RSU | 26,000 | — | $934,440 |
The Company's compensation program is designed to reward executives for performance and retention through a combination of base salary, annual cash bonuses, and long-term equity awards granted on a three-year cycle. The Compensation Committee considers the results of shareholder advisory votes when making decisions about the structure of the compensation programs.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | false |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2023 | 2023-12-15 | 44,293,844 | 1,522,280 | 40,864 | 96.68% | Passed |
| 2020 | 2020-12-11 | 35,228,362 | 5,566,907 | 31,447 | 86.35% | Passed |
| 2017 | 2017-12-15 | 42,676,391 | 2,561,106 | 23,917 | 94.34% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2023 | 2023-12-15 | 96.68%a |
| 2020 | 2020-12-11 | 86.35%b |
| 2017 | 2017-12-15 | 94.34%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Steven CrystalIndependent · Audit | $52,500 | $0 | $0 | $0 | $0 | $52,500 |
| Kevin BegleyIndependent · Audit | 50,000 | 0 | 0 | 0 | 0 | 50,000 |
| Stephen F. RooneyIndependent · Audit (Chair) | 50,000 | 0 | 0 | 0 | 0 | 50,000 |
| Prasad PolaIndependent | 50,000 | 0 | 0 | 0 | 0 | 50,000 |
| Perry J. BlattEmployee director | — | — | — | — | — | 0 |
| Nicholas J. Sumas IIEmployee director · Board Chair | — | — | — | — | — | 0 |
| Robert SumasEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $50,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 2,500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $202,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $202,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Village Super Market | 2025 | John Sumas | $818,212 | $0 | $0 | $0 | $1,528,607 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, John Sumas | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Executive Compensation”. As printed: 1,528,607. Filing ↗machine: r2 · c27 · span 180541–180551 |
| 2 | Section 01, Nicholas Sumas | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Executive Compensation”. As printed: 876,261. Filing ↗machine: r8 · c27 · span 212223–212230 |
| 3 | Section 03, William Sumas RSA | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 227335–227341 |
| 4 | Section 08, Steven Crystal | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 52,500. Filing ↗machine: span 380136–380317 |
| 5 | Section 08, Kevin Begley | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: span 384241–384461 |
| 6 | Section 08, Stephen F. Rooney | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: span 388246–388466 |
| 7 | Section 08, Prasad Pola | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 50,000. Filing ↗machine: span 392575–392795 |
| 8 | Section 08, Perry J. Blatt | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 9 | Section 08, Nicholas J. Sumas II | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Robert Sumas | DEF 14A | 2025-10-27 | 0001140361-25-039481 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2023 vote | Form 8-K | 2023-12-19 | 0000103595-23-000018 | Item 5.07 · say-on-pay result. As reported: 96.68% (votes for as printed: 44,293,844). Filing ↗ |
| 12 | Section 06, 2020 vote | Form 8-K | 2020-12-15 | 0000103595-20-000039 | Item 5.07 · say-on-pay result. As reported: 86.35% (votes for as printed: 35,228,362). Filing ↗ |
| 13 | Section 06, 2017 vote | Form 8-K | 2017-12-15 | 0000103595-17-000026 | Item 5.07 · say-on-pay result. As reported: 94.34% (votes for as printed: 42,676,391). Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | computed | Cash 202,500 + equity 0 + all other 0 = 202,500, summed across the director compensation table rows.machine: formula: Σ = 202,500 |
| 16 | Village Super Market (subject), Section 10b CEO total | DEF 14A | 2025-10-27 | 0001140361-25-039481 | CEO total compensation as printed in Village Super Market's own proxy. As printed: 1,528,607. Filing ↗machine: r2 · c27 · span 180541–180551 |