DEF 14A of J&J Snack Foods Corp
Filed Jan 2, 2026 · FY20250001140361-26-000149
Proposal 1: Election of Directors
Proposal 1: Election of Directors Pursuant to the NJBCA, the election of directors will be determined by a plurality of the shares present in person or represented by proxy at the meeting and the nominee receiving the most “FOR” votes will be elected. If any nominee for director in an uncontested election receives a greater number of votes “WITHHELD” than votes “FOR” such election, our Director Resignation Policy requires that such nominee must promptly tender his or her resignation to the Board following certification of the vote, which the Board shall accept or reject within 90 days of the shareholder vote.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of eight (8) members: Peter G. Stanley, whose term expires at our 2026 Annual Meeting; Marjorie S. Roshkoff and Daniel J. Fachner, whose terms expire at our 2027 Annual Meeting; Sidney R. Brown and Roy C. Jackson, whose terms expire at our 2028 Annual Meeting; Mary M. Meder and Vincent A. Melchiorre, whose terms expire at our 2029 Annual Meeting; and Kathleen E. Ciaramello, whose term expires at the 2030 Annual Meeting. In November 2025, our Board of Directors voted to (i) reduce the size of the Board of Directors from eight (8) to seven (7) effective after the conclusion of the Annual Meeting and (ii) nominate Mary M. Meder for election to the Board of Directors for a term ending at the 2031 Annual Meeting of Shareholders. Ms. Meder will move from her current class and replace Mr. Stanley, who will conclude his service on the Board at the end of his term at the Annual Meeting. If Ms. Meder becomes unable or unwilling to serve, the persons named in the enclosed form of proxy will vote in accordance with their best judgment for the election of such substitute nominee as shall be designated by the Board of Directors. The Board of Directors of J & J expects the nominee to be willing and able to serve. The election of directors will be determined by a plurality of the shares present in person or represented by proxy at the meeting and the nominee receiving the most “FOR” votes will be elected. If any nominee for director in an uncontested election receives a greater number of votes “WITHHELD” than votes “FOR” such election, our Director Resignation Policy requires that such nominee must promptly tender his or her resignation to the Board following certification of the vote, which the Board shall accept or reject within 90 days of the shareholder vote. Broker non-votes will have no effect on Proposal 1. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MS. MEDER.
Biographical Information about the Nominees and Directors
Biographical Information about the Nominees and Directors Set forth below are the names of our directors, including the person nominated to be elected as a director, as well as their ages as of December 15, 2025, their offices within the company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors, the names of other public companies in which such persons hold directorships or held directorships within the past five years, and the particular experience, qualifications attributes or skills that led the Board to determine that the individual should serve as director.
Biographical Information about the Nominees and Directors
| Name | Age | Position | Year of Expiration of Term | | Kathleen E. Ciaramello | 62 | Director | 2030 | | Sidney R. Brown | 68 | Director | 2028 | | Daniel J. Fachner | 65 | Director, Chairman, President and CEO | 2027 | | Roy C. Jackson | 65 | Director | 2028 | | Mary M. Meder | 63 | Director (Nominee for Director) | 2029 | | Vincent A. Melchiorre | 65 | Director | 2029 | | Marjorie S. Roshkoff | 57 | Director | 2027 | | Peter G. Stanley(1) | 83 | Director | 2026 |
Biographical Information about the Nominees and Directors
1 Mr. Stanley’s term will end.
Biographical Information about the Nominees and Directors
| Kathleen E. Ciaramello Director since 2025 Age 62 Committees: Compensation | | Professional Experience: Ms. Ciaramello spent over 36 years at The Coca-Cola Company prior to her retirement in 2021. While at The Coca-Cola Company, Ms. Ciaramello served in a variety account management, sales and marketing roles of increasing responsibility, including: Chief Customer Officer during 2021; President, Foodservice and On-Premise Business Unit from 2013 to 2021; Vice President East Zone from 2009 to 2013; Group Vice President, Strategic Partnership Marketing from 2006 to 2009; and Vice President, Strategic Alliances from 2001 to 2006. Ms, Ciaramello served as one of the inaugural members of The Coca-Cola Company’s Women’s Leadership Council. Ms. Ciaramello served on the Board of Directors of the National Restaurant Association from 2016 to 2021, and currently serves on the Board of Directors of ABARTA, Inc., a private company in the beverage industry. Director Skills and Qualifications: • Industry Experience • Sales and Marketing • Management Experience | | Sidney R. Brown Director since 2003 Age 68 Committees: Compensation (Chair), Nominating | | Professional Experience: Mr. Brown is the Chief Executive Officer of NFI Industries, Inc., a global integrated supply chain solutions provider. Mr. Brown is also on the Board of FS Specialty Lending Fund, a specialty finance company that invests primarily in income-oriented securities of private energy-related companies. In addition, he is a member of the Board of Trustees of Cooper Health Systems, a non-profit provider of health services in Southern New Jersey. Mr. Brown has management experience in running a large company and experience in executing strategic acquisitions. He has broad and vast experience in freight transportation and supply chain solutions. He also has a strong background in sales, marketing and finance. He became a director of the Company in 2003. Director Skills and Qualifications: • Management Experience • Finance • Mergers and Acquisitions • Transportation/Logistics |
Biographical Information about the Nominees and Directors
| Roy C. Jackson Director since 2022 Age 65 Committees: Audit, Nominating (Chair), Compensation | | Professional Experience: Roy C. Jackson has spent nearly 25 years in the Foodservice Industry. He has held senior level positions with PepsiCo, YUM! Brands and The Coca-Cola Company, where he retired in 2018 as Senior Vice President, Business Development & Industry Affairs. Mr. Jackson most recently held the position of Executive Vice President, Development & Industry Relations at the National Restaurant Association, of which the Company is an active member. Mr. Jackson’s experience has encompassed areas of increasing responsibility in sales, general management and restaurant operations. He currently serves as a board member of CustomerX.i Inc. and has held previous board roles with the Multi-Cultural Foodservice Hospitality Alliance, International Franchise Association and The National Restaurant Educational Foundation. Mr. Jackson received the Chairman’s Award of the National Restaurant Association in 2017 and the Partnership Award for the Women’s Foodservice Forum in 2017. Director Skills and Qualifications: • Industry Experience • Sales and Marketing • Management Experience | | Daniel J. Fachner Director since 2022 Age 65 Chairman Committees: None | | Professional Experience: Dan Fachner has been President and Chief Executive Officer of J & J Snack Foods Corp. since May 2021, became a member of its Board of Directors in May 2022 and was appointed Chairman of the Board in November 2023. Mr. Fachner began his career with the ICEE Company more than forty years ago and has held several roles with increasing responsibilities during that time, including President and CEO. During his tenure at The ICEE Company, he supported the organization’s growth in the United States, Mexico, Canada, Asia, Europe, Australia, Central America and the Middle East. Mr. Fachner is currently a member of the Board of Directors of In His Grip Golf, Allen Jackson Ministries, Azusa Pacific University, and Consumer Brands Association. Mr. Fachner has also previously served on the Board of Los Angeles Pacific University. Director Skills and Qualifications: • Management Experience • Industry Experience • Sales and Marketing |
Biographical Information about the Nominees and Directors
| Mary M. Meder Director since 2022 Age 63 Committees: Nominating, Audit | | Professional Experience: Mary Meder currently serves as President at Harmelin Media, a national independently-owned strategic media and marketing agency located in Bala Cynwyd, PA. During her tenure as President, she has led agency growth from 85 employees to over 300, with annual billings approaching one billion dollars. Ms. Meder led the agency’s transformation, launching new services and platforms including digital media, performance marketing, influencer marketing, ecommerce, sports marketing, analytics and business intelligence. She brings over 35 years of business and advertising experience with her, with significant board experience through her long-term involvement with nonprofit organizations including Special Olympics of Pennsylvania (SOPA), Philadelphia Ad Club, and Penn State’s School of Communications. In 2011, Meder received the Special Olympics Pennsylvania Hall of Fame Al Senavitis Lifetime Achievement Award; she was honored in 2012 by the Cradle of Liberty Council – BSA – Good Scout Award; and she was recognized in 2014 by the Epilepsy Foundation and as a Mover & Shaker for the Philly Ad Club. Director Skills and Qualifications: • Sales and Marketing • Digital Media • Management Experience | | Vincent A. Melchiorre Director since 2013 Age 65 Committees: Audit, Nominating | | Professional Experience: Mr. Melchiorre has approximately 40 years experience in the food industry. Mr. Melchiorre was Senior Vice President of Bimbo Bakeries USA, a position he held from September 2010 until his retirement in December 2022. From June 2007 to August 2010, Mr. Melchiorre was employed by J & J Snack Foods Corp. as Senior Vice President – Food Group. From May 2006 to June 2007, he was Senior Vice President, Bread and Roll business, George Weston Foods. From January 2003 to April 2006, he was Senior Vice President, Sales and Marketing at Tasty Baking Company and from June 1982 to December 2002 he was employed by Campbell Soup Company in various capacities, most recently as Vice President of Marketing of Pepperidge Farm. These experiences provide Mr. Melchiorre with an extensive knowledge of the food business including relevant experience in the fresh, frozen and shelf stable segments. In addition, he has had leadership roles in finance, information technology, operations, sales and marketing. Director Skills and Qualifications: • Industry Experience • Sales and Marketing • Management Experience |
Biographical Information about the Nominees and Directors
| Marjorie S. Roshkoff Director since 2020 Age 57 Committees: None | | Professional Experience: Ms. Roshkoff served as Vice President and General Counsel of J & J from 2019 until 2022. Prior to the General Counsel role, Ms. Roshkoff was a Vice President and in-house counsel for the Company and also managed the Human Resources Department function. Ms. Roshkoff has more than 25 years of legal experience and extensive knowledge of the Company’s history, organization and culture. Ms. Roshkoff has extensive knowledge of all aspects of labor and employment law and has worked for numerous public companies in in-house counsel roles. She also adds the perspective of a long-term highly committed director and shareholder. Ms. Roshkoff is a daughter of Gerald B. Shreiber Ms. Roshkoff is also a Director of L & M Warehousing, a private sector company. Director Skills and Qualifications: • Legal and Regulatory Experience • Industry Experience • Company Culture and History | | Peter G. Stanley Director since 1983 Age 83 Committees: Audit (Chair) | | Professional Experience: Mr. Stanley is the former Chairman of the Board of Emerging Growth Equities, Ltd., an investment banking firm. Mr. Stanley brings to the Board experience as a commercial and investment banker, with knowledge of strategic acquisitions and corporate finance. He provides the Board with strong financial skills and chairs our Audit Committee. Mr. Stanley has developed a thorough understanding of the Company’s industry and history on account of his long service on our Board. Director Skills and Qualifications: • Finance • Mergers and Acquisitions • Company History |
Board Diversity Matrix of Directors and Director Nominees
Board Diversity Matrix of Directors and Director Nominees
Board Diversity Matrix of Directors and Director Nominees
| | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I – Gender Diversity | | | | | | Directors | 2 | 5 | — | — | | Director Nominees | 1 | — | — | — | | Part II – Demographics Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Middle Eastern | — | — | — | — | | Native Hawaiian or Pacific Island | — | — | — | — | | White | 3 | 4 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did not disclose demographic background | — | — | — | — |
The Audit Committee
The Audit Committee The Audit Committee is comprised of directors Mr. Stanley (Chair), Mr. Jackson, Mr. Melchiorre, and Ms. Meder, each of whom qualifies as an independent director and meets the other requirements to serve on the Audit Committee under rules of the Nasdaq Stock Market. Mr. Stanley’s term will end at the Annual Meeting and Vincent A. Melchiorre will become the Chair of the Audit Committee. Mr. Melchiorre serves as our Audit Committee Financial Expert, as such term is defined in Section 407 of the Sarbanes Oxley Act of 2002. The principal functions of the Audit Committee include, but are not limited to:
The Compensation Committee
The Compensation Committee The Compensation Committee is comprised of directors Mr. Brown (Chair), Mr. Jackson and Ms. Ciaramello , each of whom qualifies as an independent director under the rules of the Nasdaq Stock Market. The Committee has responsibility for the following:
The Compensation Committee
| • | Annually review and determine the compensation of the Chief Executive Officer and other officers. |
The Compensation Committee
| • | Review and approve compensation paid to family members of officers and directors. |
The Compensation Committee
| • | Approve the form of employment contracts, severance arrangements, change in control provisions and other compensatory arrangements with officers. |
The Compensation Committee
| • | Approve cash incentives and deferred compensation plans for officers (including any modification to such plans) and oversee the performance objectives and funding for executive incentive plans. |
The Compensation Committee
| • | Approve compensation programs and grants involving the use of the Company’s stock and other equity securities. |
The Compensation Committee
| • | Prepare an annual report on executive compensation for inclusion in the Company’s proxy statement for each annual meeting of shareholders in accordance with applicable rules and regulations. |
The Compensation Committee
| • | Have direct responsibility for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Compensation Committee. |
The Compensation Committee
| • | Review the Committee’s performance annually. |
The Compensation Committee
| • | Review and reassess the adequacy of the Committee’s Charter annually and recommend to the Board any appropriate changes. |
The Compensation Committee
| • | Perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board. |
The Compensation Committee
The Compensation Committee held two (2) meetings during the 2025 fiscal year.
Director Compensation
Director Compensation Our Board of Directors has adopted the J & J Snack Foods Corp. Non-Employee Director Compensation Plan. Under this Plan, each Non-Employee Director then serving shall receive an annual fee of $160,000 payable within ten days of the Company’s annual meeting. In addition, the Chairman of the Audit Committee receives an additional annual fee of $15,000. In the event a Non-Employee Director serves for less than an entire year, the yearly portion of the annual fee payable for such year shall be prorated based on the number of days in the year for which the Director served. Under the Plan, our Non-Employee Directors may elect to receive all or a portion of their annual fee in the form of shares of the Company’s common stock. The number of shares issuable pursuant to an election is equal to the value of the fee forgone divided by the fair market value of the Company’s common stock on the payment date. For 2025, all of our directors elected to receive their annual fee in the form of a cash payment, except Mr. Jackson and Ms. Meder.
2025 Director Compensation Table
2025 Director Compensation Table The following table shows the director compensation paid for service on the Board during the fiscal year ending on September 27, 2025. Mr. Fachner does not participate in the Non-Employee Director Compensation Plan. Mr. Fachner’s compensation is described in the “2025 Summary Compensation Table” below.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation | Total ($) | | Kathleen Ciaramello | 160,000(1) | — | 160,000 | | Sidney R. Brown | 160,000 | — | 160,000 | | Roy C. Jackson | 160,000(1) | — | 160,000 | | Mary M. Meder | 160,000 | — | 160,000 | | Vincent A. Melchiorre | 160,000 | — | 160,000 | | Marjorie S. Roshkoff | 160,000 | — | 160,000 | | Peter G. Stanley | 175,000 | — | 175,000 |
2025 Director Compensation Table
| (1) Pursuant to our Non-Employee Director Compensation Plan, Mr. Jackson and Ms. Ciaramello elected to receive a portion of their cash fees in the form of shares of our common stock. In the case of Mr. Jackson, $63,972.72 was received in the form of 504 shares of common stock (based on a closing price of $126.93). In the case of Ms. Ciaramello, $60,037.89 was received in the form of 473 shares of common stock (based on a closing price of $126.93). |
Executive Compensation Objectives and Philosophy
| WE DO: | | | | We provide a significant portion of our named executive officers’ total compensation in the form of awards tied to our long-term strategy and our performance. | | | We balance both Company performance and retention in our compensation awards. | | | We have ongoing consideration and oversight by an independent Compensation Committee with respect to any potential risks associated with our incentive compensation programs. | | | We maintain a Clawback Policy for Section 16 Officers which permits the company to recover excess incentive compensation in the event of a restatement. | | | We prohibit our Executive Officers from engaging in hedging transactions in our stock. |
Elements of Executive Compensation Program
Elements of Executive Compensation Program Our executive compensation programs are comprised of: (i) base salary; (ii) annual non-equity incentive bonuses, which are discretionary, but based primarily on the achievement of company objectives and performance; and (iii) long-term incentive compensation in the form of periodic equity awards. Consistent with our overall compensation philosophy, a substantial component of overall compensation for each Executive Officer is performance-based. The following sets forth the primary objectives addressed by each component of our executive compensation programs:
Elements of Executive Compensation Program
Annual Non-Equity Incentive Bonus: Annual non-equity incentive bonuses are based primarily on adjusted earnings before interest, depreciation, taxes (EBITDA) but also may include supplemental goals considered by the Compensation Committee in its discretion. Our Compensation Committee may also consider the operating performance of individual business segments, subsidiaries or business functions. There is generally no quantitative formula in calculating incentive payments. Instead, the Compensation Committee considers a variety of factors, including: (i) the Company’s overall performance for the year, (ii) the individual NEO’s performance; (iii) the business environment existing during the year and (iv) any extraordinary obstacles or accomplishments that may have arisen during the course of the year. Our annual non-equity incentive bonus targets range from 50%-100% of base salary. The Compensation Committee ultimately determines the amount of each NEO’s actual non-equity incentive payment based principally on our achievement of the Company’s goals. However, the Compensation Committee also has significant flexibility to increase or decrease the amounts paid irrespective of Company performance relative to its targets. Long-Term Equity Incentive Awards: Long-term equity incentive grants are provided at levels intended to align the interests of our NEOs with those of our shareholders and to reward NEOs for performance resulting in positive increases in our stock price. Beginning with fiscal year 2022, our long-term incentive grants are generally structured as a combination of time-vested restricted stock units and performance-based restricted stock units. Our time-vested restricted stock units vest over a three-year service period in annual one-third installments. Our performance-based restricted stock units vest on the basis of our performance relative to a two-year performance condition, followed by an additional one-year service-based vesting requirement. Performance-based stock units may be earned between 50% of target level for threshold performance and up to 200% of the target level for outstanding performance. By utilizing equity grants that incorporate both types of vesting criteria, we believe our long-term equity incentive awards serve a retention, motivation and reward function over a longer performance horizon than our annual incentive payments. We do not apply a rigid formula in determining the specific equity award levels for our NEOs. Instead, the Compensation Committee exercises its discretion and professional judgment as to what is appropriate for each individual NEO based on their role and experience.
Chief Executive Officer
Chief Executive Officer On February 14, 2023, the Company entered into an Employment Agreement with Mr. Fachner (the “Fachner Agreement”), pursuant to which, among other things, Mr. Fachner will (i) receive a base salary of at least $950,000, (ii) receive an annual bonus with an annual target no less than Mr. Fachner’s base salary, (iii) receive an annual equity incentive award of not less than $1,500,000, and (iv) receive paid time off and other benefits on the same basis generally made available to other, similarly situated executives. The Fachner Agreement is for an initial term of four years (the “Term”) but may be extended upon mutual agreement of Mr. Fachner and the Company. If Mr. Fachner remains employed by the Company for the entire Term and the Company obtains a target EBITDA of $600 million in the aggregate over the course of fiscal years 2023 through 2026, Mr. Fachner will earn an additional bonus of $5,000,000. In the event the Fachner Agreement is terminated prior to the expiration of the Term or is not renewed, Mr. Fachner will be eligible to receive one of three severance packages, depending upon the timing and reason for his termination or the non-renewal. Mr. Fachner was paid base salary at a rate of $1,000,000 per annum for the first few months of fiscal year 2024, and $1,030,000 per annum for the remainder of the fiscal year beginning in January 2025. Based on our performance for 2025, both quantitative and qualitative as discussed above, Mr. Fachner received a 2025 non-equity incentive payment of $834,300, eighty-one percent (81%) of the target amount. The Compensation Committee was particularly focused on rewarding Mr. Fachner for his strong leadership of the Company and continuing to prioritize and drive the right strategic initiatives in furtherance of the Company’s long-term success. On November 19, 2024, Mr. Fachner was granted 6,228 time-vesting restricted stock units and 6,228 performance-vesting restricted stock units. The time-vesting restricted stock units vest in equal one-third annual installments over a three-year service period. The performance-vesting restricted stock units vest at the target level based on our achievement of $448,569,000 in cumulative adjusted EBITDA over a two-year performance period, provided Mr. Fachner remains employed for an additional year thereafter. Our Compensation Committee believes that the combination of these grants will have a retentive influence over Mr. Fachner and, at the same time, incentivize him to achieve our goals.
Chief Financial Officer
Chief Financial Officer Mr. Munsell was paid base salary at a rate of $500,000 per annum for the fiscal year 2025. Based on our performance for 2025, both quantitative and qualitative as discussed above, Mr. Munsell received a 2025 non-equity incentive payment of $253,125, eighty-one percent (81%) of the target amount. On December 2, 2024, Mr. Munsell was granted 1,151 time-vesting restricted stock units and 1,151 performance-vesting restricted stock units. The time-vesting restricted stock units vest in equal one-third annual installments over a three-year service period. The performance-vesting restricted stock units vest at the target level based on our achievement of $448,569,000 in cumulative adjusted EBITDA over a two-year performance period, provided Mr. Munsell remains employed for an additional year thereafter. Our Compensation Committee believes that the combination of these grants will have a retentive influence over Mr. Munsell and, at the same time, incentivize him to achieve our goals.
Senior Vice President, General Counsel & Secretary
Senior Vice President, General Counsel & Secretary Mr. Pollner was paid base salary at a rate of $385,082 per annum for the first few months of fiscal year 2025, and $396,635 per annum for the remainder of the fiscal year beginning in January 2025. Based on our performance for 2025, both quantitative and qualitative as discussed above, Mr. Pollner received a 2025 non-equity incentive payment of $160,637, eighty-one percent (81%) of the target amount. On November 19, 2024, Mr. Pollner was granted 840 time-vesting restricted stock units and 839 performance-vesting restricted stock units. The time-vesting restricted stock units vest in equal one-third annual installments over a three-year service period. The performance-vesting restricted stock units vest at the target level based on our achievement of $448,569,000 in cumulative adjusted EBITDA over a two-year performance period, provided Mr. Pollner remains employed for an additional year thereafter. Our Compensation Committee believes that the combination of these grants will have a retentive influence over Mr. Pollner and, at the same time, incentivize him to achieve our goals.
Executive Vice President – Operations
Executive Vice President – Operations Mr. Every was paid base salary at a rate of $346,104 per annum for the first few months of fiscal year 2025, and $363,409 per annum for the remainder of the fiscal year beginning in January 2025. Based on our performance for 2025, both quantitative and qualitative as discussed above, Mr. Every received a 2024 non-equity incentive payment of $147,181, eighty-one percent (81%) of the target amount. On November 19, 2024, Mr. Every was granted 769 time-vesting restricted stock units and 769 performance-vesting restricted stock units. The time-vesting restricted stock units vest in equal one-third annual installments over a three-year service period. The performance-vesting restricted stock units vest at the target level based on our achievement of $448,569,000 in cumulative adjusted EBITDA over a two-year performance period, provided Mr. Every remains employed for an additional year thereafter. Our Compensation Committee believes that the combination of these grants will have a retentive influence over Mr. Every and, at the same time, incentivize him to achieve our goals.
Senior Vice President and Chief Marketing Officer
Senior Vice President and Chief Marketing Officer Mr. Mallard was paid base salary at a rate of $352,000 per annum for the first few months of fiscal year 2025, and $362,560 per annum for the remainder of the fiscal year beginning in January 2025. Based on our performance for 2025, both quantitative and qualitative as discussed above, Mr. Mallard received a 2024 non-equity incentive payment of $146,837, eighty-one percent (81%) of the target amount. On November 19, 2024, Mr. Mallard was granted 767 time-vesting restricted stock units and 766 performance-vesting restricted stock units. The time vesting restricted stock units vest in equal one-third annual installments over a three-year service period. The performance-vesting restricted stock units vest at the target level based on our achievement of $448,569,000 in cumulative adjusted EBITDA over a two-year performance period, provided Mr. Mallard remains employed for an additional year thereafter. Our Compensation Committee believes that the combination of these grants will have a retentive influence over Mr. Mallard and, at the same time, incentivize him to achieve our goals.
November 2025 Equity Grant
November 2025 Equity Grant After the conclusion of the 2025 fiscal year, we granted an aggregate of 21,471 time-vesting units and 21,466 performance-vesting units on November 19, 2025, to our named executive officers in the following amounts: Mr. Fachner (13,626 time-vesting units and 13,625 performance-vesting units), Mr. Munsell (2,646 time-vesting units and 2,645 performance-vesting units), Mr. Pollner (1,837 time-vesting units and 1,836 performance-vesting units), Mr. Every (1,683 time-vesting units and 1,682 performance-vesting units) and Mr. Mallard (1,679 time-vesting units and 1,678 performance-vesting units). The time-vesting units vest in equal one third annual installments on the anniversary of the grant date over a three-year service period. The performance-vesting units vest upon our achievement of a cumulative two-year adjusted EBITDA target, provided that the executive officer remains employed for an additional year thereafter. As explained above, our Compensation Committee determined the specific level of each of these awards by applying its discretion as to what is appropriate in light of all of the circumstances, including our strategic objectives and the responsibilities of our executive officers and their outstanding equity awards.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table summarizes compensation paid or earned for the three previous fiscal years for the Company’s NEOs.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Daniel J. Fachner, President and Chief Executive Officer | 2025 | 1,021,923 | — | 2,059,974 | 834,300 | 62,451 | 3,978,648 | | | 2024 | 986,538 | — | 2,100,051 | 980,000 | 58,289 | 4,124,878 | | | 2023 | 936,538 | — | 2,250,063 | 1,324,945 | 57,813 | 4,569,359 | | Shawn M. Munsell Chief Financial Officer | 2025 | 413,462 | 50,000 | 400,064 | 253,125 | 9,392 | 1,126,043 | | Ken A. Plunk, Former Chief Financial Officer | 2025 | 145,597 | — | | | 50,429 | 196,026 | | | 2024 | 535,161 | — | 399,926 | 397,479 | 16,518 | 1,349,084 | | | 2023 | 526,058 | — | 599,986 | 491,850 | 17,773 | 1,635,667 | | Stephen J. Every, Executive Vice President - Operations | 2025 | 358,750 | — | 254,354 | 147,180 | 37,279 | 797,563 | | | 2024 | 342,953 | — | 150,035 | 135,673 | 27,696 | 656,357 | | | 2023 | 330,523 | — | 225,052 | 171,270 | 25,669 | 752,514 | | Lynwood M. Mallard, Senior Vice President and Chief Marketing Officer | 2025 | 359,717 | — | 253,527 | 146,837 | 22,383 | 782,464 | | | 2024 | 342,154 | — | 150,035 | 155,232 | 21,188 | 668,609 | | | 2023 | 316,058 | — | 225,052 | 165,510 | 27,221 | 733,841 | | Michael A. Pollner Senior Vice President General Counsel | 2025 | 393,525 | — | 277,673 | 160,637 | 19,630 | 851,465 | | | 2024 | 374,311 | — | 150,035 | 188,690 | 17,598 | 730,634 |
SUMMARY COMPENSATION TABLE
| (1) Amounts shown in this column do not reflect the compensation actually received by the NEO. Instead, the amounts shown in this column represent the aggregate grant date fair value determined for financial accounting purposes. The aggregate grant date fair values of these awards were determined in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The awards for which amounts are shown in this table are the equity awards granted to the NEOs in December 2024 (in the case of Mr. Munsell), November 2024, January 2024 (in the case of Mr. Fachner), November 2023, and November 2022, as further described in the Outstanding Equity Awards at Fiscal-Year End table below. The assumptions used in determining the grant date fair values of these awards are set forth in Notes A and J to our consolidated financial statements, which are included in our annual report on Form 10-K for the year ended September 27, 2025, filed with the SEC on November 26, 2025. |
SUMMARY COMPENSATION TABLE
| (2) For 2025, represents amounts earned under a non-equity incentive award granted to the named executive officer in November 2024 (December 2024 in the case of Mr. Munsell) for services rendered in fiscal 2025. See Compensation Discussion and Analysis on page 26 for more details on this compensation. For 2024, represents amounts earned under a non-equity incentive award granted to the named executive officer in November 2023 (December 2023 in the case of Mr. Fachner) for services rendered in fiscal 2024. See “Compensation Discussion and Analysis” on page 26 for more details on this compensation. For 2023, represents amounts earned under a non-equity incentive award granted to the named executive officer in November 2022 for services rendered in fiscal 2023. See “Compensation Discussion and Analysis” on page 26 for more details on this compensation. |
SUMMARY COMPENSATION TABLE
| (3) Includes automobile lease payments ($32,742 in the case of Mr. Fachner for 2023, $32,689 for 2024, and $35,579 for 2025), company paid fuel cards, and 401(k) company match. For Mr. Fachner, also includes membership fees at a local country club. For Mr. Plunk, also includes the value of his company vehicle ($38,389) gifted to him following his resignation. |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table shows all plan-based awards granted to the NEOs during fiscal year 2025:
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Award Target ($) | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | | | | Target (#) | Maximum (#) | | | | | | Daniel Fachner | 11/18/2024 | 1,030,000 | — | — | — | — | — | — | | | 11/19/2024 | — | 6,228(2) | 12,456(2) | — | — | — | 1,029,987 | | | 11/19/2024 | — | — | — | 6,228(3) | — | — | 1,029,987 | | Shawn Munsell | 12/2/24 | 375,000 | | | | | | | | | 12/2/24 | | 1,151(2) | 2,302(2) | | | | 200,032 | | | 12/2/24 | | | | 1,151(3) | | | 200,032 | | Ken Plunk | 11/15/2023 | — | — | — | — | — | — | — | | Michael Pollner | 11/18/2024 | 198,317 | — | — | — | — | — | — | | | 11/19/2024 | — | 839(2) | 1,678(2) | — | — | — | 138,754 | | | 11/19/2024 | — | — | — | 840(3) | — | — | 138,919 | | Stephen Every | 11/18/2024 | 181,705 | — | — | — | — | — | — | | | 11/19/2024 | — | 769(2) | 1,538(2) | — | — | — | 127,177 | | | 11/19/2024 | — | — | — | 769(3) | — | — | 127,177 | | Lynwood Mallard | 11/18/2024 | 181,280 | — | — | — | — | — | — | | | 11/19/2024 | — | 766(2) | 1,532(2) | — | — | — | 126,681 | | | 11/19/2024 | — | — | — | 767(3) | — | — | 126,681 |
GRANTS OF PLAN-BASED AWARDS
| (1) The aggregate grant date fair values of these awards were determined in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. The awards for which amounts are shown in this table are the equity awards granted to the NEOs in November 2024 and December 2024 (in the case of Mr. Munsell), as further described in the Outstanding Equity Awards at Fiscal-Year End table below. The assumptions used in determining the grant date fair values of these awards are set forth in Notes A and J to our consolidated financial statements, which are included in our annual report on Form 10-K for the year ended September 27, 2025, filed with the SEC on November 26, 2025. |
GRANTS OF PLAN-BASED AWARDS
| (2) The awards indicated represent performance-based restricted stock units granted to the NEO on November 19, 2024. The restricted stock units vest based on our cumulative adjusted EBITDA performance over a two-year period, provided the named executive officer remains employed for an additional year thereafter. Fifty percent (50%) of the target units vest if we achieve $381,284,000 in cumulative adjusted EBITDA over two years, one hundred percent (100%) of the target units vest if we achieve $448,569,000 in cumulative adjusted EBITDA over two years, and two hundred percent (200%) of the target units vest if we achieve $493,426,000 in cumulative adjusted EBITDA over two years. The awards will vest between the fifty percent (50%) threshold and two hundred percent (200%) maximum determined on a straight line interpolation based on actual performance. |
GRANTS OF PLAN-BASED AWARDS
| (3) The awards indicated represent time-vesting restricted stock units granted to the NEO on November 19, 2024. These restricted stock units vest in equal one-third annual installments over a three-year service period. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards held by our NEOs as of September 27, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number Securities Underlying Unexercised Options (#) (Exercisable) | Number Securities Underlying Unexercised Options (#) (Unexercisable) | Option Exercise Price | Option Expiration Date | Number of Shares or Units That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (#)(1) | Equity in Entire Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payment Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Daniel Fachner | 11/16/2022 | | | | | 1,649(2) | 157,661 | | | | | 11/16/2022 | | | | | | | 9,898(3) | 946,348 | | | 11/17/2023 | | | | | 1,028(2) | 98,287 | | | | | 11/17/2023 | | | | | | | 4,454(4) | 425,847 | | | 1/1/2024 | | | | | 1,197(2) | 114,445 | | | | | 1/1/2024 | | | | | | | 1,795(5) | 171,620 | | | 11/19/2024 | | | | | 6,228(2) | 595,459 | | | | | 11/19/2024 | | | | | | | 6,228(6) | 595,459 | | Shawn Munsell | 12/02/2024 | | | | | 1,151(2) | 110,047 | | | | | 12/02/2024 | | | | | | | 1,151(6) | 110,047 | | Michael Pollner | 11/16/2022 | | | | | 165(2) | 15,776 | | | | | 11/16/2022 | | | | | | | 495(3) | 47,327 | | | 11/17/2023 | | | | | 297(2) | 28,396 | | | | | 11/17/2023 | | | | | | | 445(4) | 42,546 | | | 11/19/2024 | | | | | 840(2) | 80,312 | | | | | 11/19/2024 | | | | | | | 839(6) | 80,217 | | Stephen Every | 11/16/2022 | | | | | 165(2) | 15,776 | | | | | 11/16/2022 | | | | | | | 990(3) | 94,654 | | | 11/17/2023 | | | | | 297(2) | 28,396 | | | | | 11/17/2023 | | | | | | | 445(4) | 42,546 | | | 11/19/2024 | | | | | 769(2) | 73,524 | | | | | 11/19/2024 | | | | | | | 769(6) | 73,524 | | Lynwood Mallard | 11/16/2022 | | | | | 165(2) | 15,776 | | | | | 11/16/2022 | | | | | | | 990(3) | 94,654 | | | 11/17/2023 | | | | | 297(2) | 28,396 | | | | | 11/17/2023 | | | | | | | 445(4) | 42,546 | | | 11/19/2024 | | | | | 767(2) | 73,333 | | | | | 11/19/2024 | | | | | | | 766(6) | 73,237 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Calculated based upon the closing price of our common stock on September 26, 2025, the last trading day of the fiscal year, which was $95.61 per share. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The awards indicated represent restricted stock units granted to the named executive officer on the date indicated. These restricted stock units vest in equal one-third annual installments over a three-year service period. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The awards indicated represent performance-based restricted stock units granted to the NEO on November 16, 2022. The restricted stock units vest based on our cumulative adjusted EBITDA performance over a two-year period, provided the named executive officer remains employed for an additional year thereafter. Fifty percent (50%) of the target units vest if we achieve $337.09 million in cumulative adjusted EBITDA over two years, one hundred percent (100%) of the target units vest if we achieve $396.57 million in cumulative adjusted EBITDA over two years, and two hundred percent (200%) of the target units vest if we achieve $436.23 million in cumulative adjusted EBITDA over two years. The awards will vest between the fifty percent (50%) threshold and the two hundred percent (200%) maximum determined on a straight line interpolation based on actual performance. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The awards indicated represent performance-based restricted stock units granted to the NEO on November 17, 2023. The restricted stock units vest based on our cumulative adjusted EBITDA performance over a two-year period, provided the named executive officer remains employed for an additional year thereafter. Fifty percent (50%) of the target units vest if we achieve $358.90 million in cumulative adjusted EBITDA over two years, one hundred percent (100%) of the target units vest if we achieve $422.24 million in cumulative adjusted EBITDA over two years, and two hundred percent (200%) of the target units vest if we achieve $464.46 million in cumulative adjusted EBITDA over two years. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The awards indicated represent performance-based restricted stock units granted to Dan Fachner on January 1, 2024. The restricted stock units vest based on our cumulative adjusted EBITDA performance over a two-year period, provided the named executive officer remains employed for an additional year thereafter. Fifty percent (50%) of the target units vest if we achieve $358.90 million in cumulative adjusted EBITDA over two years, one hundred percent (100%) of the target units vest if we achieve $422.24 million in cumulative adjusted EBITDA over two years, and two hundred percent (200%) of the target units vest if we achieve $464.46 million in cumulative adjusted EBITDA over two years. |
Outstanding Equity Awards at Fiscal Year-End
| (6) The awards indicated represent performance-based restricted stock units granted to the NEO on November 19, 2024 (December 2, 2024 in the case of Mr. Munsell). The restricted stock units vest based on our cumulative adjusted EBITDA performance over a two-year period, provided the named executive officer remains employed for an additional year thereafter. Fifty percent (50%) of the target units vest if we achieve $381.284 million in cumulative adjusted EBITDA over two years, one hundred percent (100%) of the target units vest if we achieve $448.569 million in cumulative adjusted EBITDA over two years, and two hundred percent (200%) of the target units vest if we achieve $493.426 million in cumulative adjusted EBITDA over two years. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Daniel Fachner | — | — | 7,287 | 1,169,815 | | Shawn Munsell | — | — | — | — | | Ken Plunk | — | — | 1,266 | 206,046 | | Michael Pollner | — | — | 274 | 63,977 | | Stephen Every | — | — | 475 | 77,303 | | Lynwood Mallard | — | — | 475 | 77,303 |
Option Exercises and Stock Vested
| (1) Calculated using the closing price on the applicable vesting date or exercise date. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The J & J Snack Foods Corp. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) was adopted in November 2024 (effective as of January 1, 2025) to permit eligible employees (including the Company’s NEOs) to defer up to 50% of their annual base salary, up to 95% of any short-term performance-based bonuses and commissions, and non-employee directors to defer up to 100% of their cash compensation. Deferred amounts are credited with earnings or losses based upon the rate of return of investments selected by the participant. Contributions made by participants are immediately vested. The Company is also permitted to make discretionary contributions to participants under the Deferred Compensation Plan, with such contributions vesting upon the earliest of (i) the fourth anniversary of the date of hire, (b) the participant reaching age sixty-five, or (iii) the participant’s death, disability, or the occurrence of the change in control of the Company while the participant remains employed. Obligations of the Company under the Deferred Compensation Plan represent an unfunded and unsecured promise to pay money in the future. The following table provides information with respect to the Deferred Compensation Plan.
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Daniel J. Fachner | — | — | — | — | — | | Shawn Munsell | 123,702(2) | — | 1,913 | — | 125,615 | | Stephen J. Every | 73,590(2) | — | — | — | 73,590(2) | | Lynwood Mallard | — | — | — | — | — | | Michael A. Pollner | — | — | — | — | — | | Ken A. Plunk (Former PFO) | — | — | — | — | — |
Nonqualified Deferred Compensation
| (1) The amounts shown in the Executive Contributions in Last FY” are included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (2) In addition to deferral of $73,077 of his base compensation, Mr. Munsell deferred a portion of his annual non-equity incentive bonus for the 2025 fiscal year in the amount of $50,625, which was earned in the 2025 fiscal year, but paid during the 2026 fiscal year. As a result of the timing of this payment, the compensation was credited into Mr. Munsell’s plan account during the 2026 fiscal year, but is included in the table to be consistent with the reporting of the Non-Equity Incentive Plan Compensation in the Summary Compensation Table. Mr. Every deferred a portion of his annual |
Nonqualified Deferred Compensation
non-equity incentive bonus for the 2025 fiscal year, which was earned in the 2025 fiscal year, but paid during the 2026 fiscal year. As a result of the timing of this payment, the compensation was credited into Mr. Every’s plan account during the 2026 fiscal year, but is included in the table to be consistent with the reporting of the Non-Equity Incentive Plan Compensation in the Summary Compensation Table.
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL Dan Fachner, our Chairman, President and Chief Executive Officer, has entered into an Executive Employment Agreement with the Company, effective as of February 14, 2023 (the “Agreement”) which provides for potential post-employment benefits in certain circumstances upon a termination or a change in control. Capitalized terms in this section in connection with the Agreement are as defined in the Agreement. The amount of such post-employment benefits depends upon the circumstances and timing of Mr. Fachner’s termination and is conditioned upon Mr. Fachner’s execution of a separation agreement, including a general release of claims. In the event that Mr. Fachner is terminated by the Company without Cause, by Mr. Fachner for Good Reason, or by Mr. Fachner upon consummation of a Change in Control for a period of six months after such Change in Control, Mr. Fachner is expected to receive the following benefits:
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| • | base salary through the date of termination, compensation for accrued but unused paid time off; reimbursement of unreimbursed business expenses, and all compensation otherwise due under the terms of the Company’s benefit plans (collectively “Accrued Obligations”); |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| • | salary continuation equal to his base salary in effect at the time of termination for three years; |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| • | lump sum bonus payment equal to three (3) times the greater of (i) his most recent annual bonus and (ii) the annual bonus received immediately prior to his most recent annual bonus; |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| • | payment of COBRA premiums, if Mr. Fachner timely elects to receive COBRA benefit coverage, until he voluntarily chooses to no longer receive COBRA continuation coverage or the date he becomes ineligible for COBRA continuation coverage benefits (“COBRA Benefits”); and |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| • | continued vesting of unvested, outstanding equity incentive awards in accordance with their original vesting schedule (“Equity Benefit”). |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
In the event of a termination due to Death or Disability (as such terms are defined in the Agreement), Mr. Fachner will receive the Accrued Obligations, the Equity Benefit and the COBRA Benefits referenced above and Mr. Fachner will receive salary continuation benefits equal to his salary in effect at termination for two years and a lump sum bonus equal to two (2) times the greater of (i) his most recent annual bonus and (ii) his annual bonus immediately received prior to his most recent Annual Bonus. In the event Mr. Fachner is terminated by the Company due to Non-Renewal of the Agreement by the Company or by Mr. Fachner without Good Reason or for Retirement after completion of at least two years of the Term, Mr. Fachner shall receive the Accrued Obligations, the Equity Benefit and COBRA Benefits referenced above and one (1) year of salary continuation at his base salary in effect at the time of termination; and (2) a lump sum bonus payment equal to the greater of his most recent annual bonus and the annual bonus received immediately prior to his most recent Annual Bonus. If Mr. Fachner is terminated by the Company for Cause, or for Non-Renewal of the Agreement either by Mr. Fachner or upon mutual agreement of the parties, Mr. Fachner shall only be entitled to receive the Accrued Obligations. The table below summarizes the potential post-employment benefits for Mr. Fachner pursuant to the Agreement under the situations identified in the table. The amounts shown in the table are approximate and reflect certain assumptions that the Company has made in accordance with the SEC’s rules. These assumptions include that the applicable event occurred on September 27, 2025, and that the value of a share of the Company’s common stock on that day was $95.61 (the closing price per share of the Company’s common stock on September 26, 2025) and that performance-based stock units were earned at 100% of target level. For the Equity Benefit column below, the amount is a lump sum amount based on full vesting at the time of separation; however, under the terms of the Agreement, the equity would vest over time in accordance with the terms of the underlying agreements and, with respect to the performance-based awards, only if performance is achieved.
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| Event | Salary Continuation | Lump Sum Bonus Payment | Equity Benefit | Total | | Termination by the Company without Cause, by Mr. Fachner for Good Reason or by Mr. Fachner upon consummation of a Change in Control for a period of six months after such Change in Control | $3,090,000 | $3,974,835 | $3,105,126 | $10,169,961 | | Termination due to Death or Disability | $2,060,000 | $2,649,890 | $3,105,126 | $7,815,016 | | Termination by the Company due to Non-Renewal of the Agreement by the Company or by Mr. Fachner without Good Reason or for Retirement after completion of at least two years of the Term | $1,030,000 | $1,324,945 | $3,105,126 | $5,460,071 | | Termination by the Company for Cause or for Non-Renewal of the Agreement either by Mr. Fachner or upon mutual agreement of the parties | — | — | — | — |
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
In addition to the above amounts, Mr. Fachner would be entitled to his COBRA Benefits and the Company would pay him for all Accrued Obligations as of the time of the termination/separation. The Company does not offer similar post-employment benefits to its NEOs other than Mr. Fachner. However, our long-term incentive awards address the vesting of outstanding unvested equity awards in the event of the termination of an NEO under specified circumstances, including a change in control. Our 2021 Performance Share and Service Share Unit Agreements under the Company’s Amended and Restated Long-Term Incentive Plan allow for pro rata vesting of unvested units in the event of the executive’s death or disability during the performance or vesting period, respectively. In all other instances of termination, the unvested units are forfeited. Our 2022 Performance Share and Service Share Unit Agreements under our Amended and Restated Long-Term Incentive Plan address potential vesting of outstanding equity upon termination or a Change in Control (as defined in the Award). Specifically, all unvested equity awards are forfeited if the executive’s employment is terminated by the Company for Cause of if the executive resigns prior to the vesting date. In the event of a termination of executive’s employment due to death or disability, or by the Company for reasons other than for Cause (as defined in the Award) prior to the applicable vesting date, any outstanding, unvested equity shall vest on a pro rata basis upon termination or the last day of the applicable performance period. In the event of a Change in Control (as defined in the award agreements) where the Company is the surviving entity or the surviving entity assumes the outstanding awards, the awards will continue to vest in accordance with their terms; provided, however, performance awards will be deemed satisfied at target or actual performance if the performance period has been completed as of the date of the Change in Control and, if the grantee’s employment is terminated without Cause or by the grantee for Good Reason within 18 months following the Change in Control, the outstanding awards shall become fully vested. In the event of a Change in Control and the Company is not the surviving entity or the surviving entity does not assume the outstanding awards, the outstanding awards shall become fully vested. Our Performance-Based Restricted Stock Unit Award Agreement under our 2022 Long-Term Incentive Plan provides that if the grantee dies, voluntarily retires at the age of 65 or older following at least one year of service or is terminated by the Company other than for Cause (including due to a Disability), the grantee will vest in a pro rata amount calculated by multiplying the number of performance-vesting restricted stock units earned based on actual performance over the full performance period by the fraction of the number of days the grantee was in continuous service during the vesting period and the denominator equal to the total number of days in the vesting period. Our Restricted Stock Unit Award Agreement under our 2022 Long-Term Incentive Plan provides that if the grantee dies or is terminated by the Company other than for Cause (including due to a Disability), the grantee will vest on the termination date in the number of time-vesting restricted stock units which equal the product of the total number of time-vesting restricted stock units awarded multiplied by a fraction, the numerator of which equals the number of days that the grantee was in continuous service during the vesting period and the denominator of which equals the total number of days in the vesting period, minus any time-vesting restricted stock units that previously vested. However, if the grantee is at least 65 years old and has remained in continuous service with the Company for at least one year following the grant date, at the time of any termination due to death, termination by the Company without Clause (including due to Disability) or the grantee voluntarily resigns while Retirement Eligible (so long as the grantee has not previously received a notice of termination by the Company for Cause), the grantee will vest on the termination date in all unvested RSUs. In the event of a Change in Control under the terms of our 2022 Long-Term Incentive Plan, if the Company is the surviving entity or the surviving entity assumes the awards or substitutes an award, the awards remain governed by their respective terms unless vesting is subject to vesting conditions other than continuous service then the vesting conditions will be deemed to be satisfied at the target performance level (or, if the applicable performance period has been completed as of the date of the Change in Control, at the performance level achieved based on actual performance). If on, or within 18 months following, the date of the Change in Control, the grantee’s continuous service is terminated by the Company without Cause or by the Grantee for Good Reason, the continued, assumed or substituted awards held by the Grantee that were not then vested shall immediately become fully vested. If the Company is not the surviving entity and the surviving entity (or a parent entity thereof) does not assume or substitute Awards, the awards held by the Grantee that were not then vested shall immediately become fully vested. The table below summarizes the value of outstanding equity awards under the situations identified in the table. The amounts shown in the table are approximate and reflect certain assumptions that the Company has made in accordance with the SEC’s rules. These assumptions include that the applicable event occurred on September 27, 2025, and that the value of a share of the Company’s common stock on that day was $95.61 (the closing price per share of the Company’s common stock on September 26, 2025) and that performance-based stock units were earned at 100% of target level. None of the Company’s named executive officers are currently 65 or older and are therefore not entitled to certain benefits in the event of retirement.
POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL
| Name | Death, Termination other than for Cause (including for a Disability) | Change in Control and Terminated without Cause or by the Grantee for Good Reason or the Awards are Not Assumed | | Ken A. Plunk | — | — | | Shawn Munsell | $62,655 | $220,094 | | Stephen J. Every | $191,186 | $328,420 | | Lynwood M. Mallard | $191,132 | $327,942 | | Michael A. Pollner | $149,937 | $294,574 |
CEO PAY RATIO
CEO PAY RATIO Under rules adopted pursuant to the Dodd-Frank Act of 2010, the Company is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the Company’s Chief Executive Officer. We identified the median employee using our employee population on September 27, 2025 and total year-to-date cash compensation for all employees, excluding the Company’s Chief Executive Officer.
CEO PAY RATIO
| Median annual total compensation of all employees (excluding Mr. Fachner) | $39,592 | | Annual total compensation of Mr. Fachner, CEO | $3,978,648 | | Ratio of Mr. Fachner’s annual total compensation to the median of all employees | 100:1 |
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. For further information concerning how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
PAY VERSUS PERFORMANCE
| | | | | | | | Value of initial fixed $100 | | | | | Fiscal Year | Summary compensation table total for PEO (Fachner)(1) | Summary compensation table total for PEO (Shreiber)(2) | Compensation actually paid to PEO (Fachner)(3) | Compensation actually paid to PEO (Shreiber)(4) | Average summary compensation table total for non-PEO NEOs(5) | Average compensation actually paid to non-PEO NEOs(6) | Total shareholder return(7) | Peer group total shareholder return(8) | Net Earnings(9) | Adjusted EBITDA(10) | | (a) | (b1) | (b2) | (c1) | (c2) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,978,647 | $— | $1,780,358 | $— | $750,712 | $583,188 | $81.06 | $107.06 | $65,595 | $180,857 | | 2024 | 4,124,878 | — | 4,334,750 | — | 851,171 | 878,224 | 141.58 | 125.85 | 86,551 | 200,085 | | 2023 | 4,569,359 | — | 5,061,370 | — | 964,224 | 1,024,944 | 132.13 | 114.15 | 78,906 | 181,555 | | 2022 | 3,048,158 | — | 1,999,614 | — | 696,179 | 560,871 | 102.64 | 111.70 | 47,235 | 124,068 | | 2021 | 1,493,218 | 561,299 | 1,908,781 | 955,872 | 393,859 | 480,685 | 118.98 | 104.52 | 55,607 | 127,952 |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported in column (b1) are the amounts of total compensation reported for Mr. Fachner (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Mr. Fachner began serving as Chief Executive Officer in May 2021, subsequent to Mr. Shreiber’s service as Chief Executive Officer which ended in May 2021. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in column (b2) are the amounts of total compensation reported for Mr. Shreiber (our Chief Executive Officer in fiscal year 2021) for fiscal year 2021 in the “Total” column of the Summary Compensation Table for fiscal year 2021. |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported in column (c1) represent the amount of “compensation actually paid” to Mr. Fachner, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fachner during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fachner’s total compensation for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments(a) | Compensation Actually Paid to PEO | | 2025 | $3,978,647 | $2,059,973 | $(2,198,289) | $1,780,358 | | 2024 | 4,124,878 | 2,100,051 | 209,872 | 4,334,750 | | 2023 | 4,569,359 | 2,250,063 | 492,011 | 5,061,370 | | 2022 | 3,048,158 | 1,500,032 | (1,048,544) | 1,999,614 | | 2021 | 1,493,218 | — | 415,563 | 1,908,781 |
PAY VERSUS PERFORMANCE
| (a) The equity award adjustments include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Grant Date Fair Value of Equity Awards Granted in the Year ($) | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2025 | $(2,059,973) | $1,190,918 | $(1,506,380) | $— | $75,168 | $— | $101,978 | $(2,198,289) | | 2024 | (2,100,051) | 2,135,283 | 106,632 | — | (3,659) | — | 71,667 | 209,872 | | 2023 | (2,250,063) | 2,429,712 | 87,263 | — | 177,672 | — | 47,427 | 492,011 | | 2022 | (1,500,032) | 661,007(1) | (120,401) | — | (101,695) | — | 12,577 | (1,048,544) | | 2021 | — | — | 248,077 | — | 167,486 | — | — | 415,563 |
PAY VERSUS PERFORMANCE
| (1) The year end fair value of equity awards in fiscal year 2022 does not include the value of the performance-vesting restricted stock units granted during the fiscal year. The performance condition related to these awards was determined to not likely be met as of the end of the fiscal year in which the awards were granted. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported in column (c2) represent the amount of “compensation actually paid” to Mr. Shreiber, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shreiber during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shreiber’s total compensation to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments(a) | Compensation Actually Paid to PEO | | 2021 | $561,299 | $560,600 | $394,573 | $955,872 |
PAY VERSUS PERFORMANCE
| (a) The equity award adjustments include the addition (or subtraction, as applicable) of the amounts specified in the following table, in accordance with Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Grant Date Fair Value of Equity Awards Granted in the Year ($) | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2021 | $(560,600) | $475,061 | $480,112 | — | — | — | $394,573 |
PAY VERSUS PERFORMANCE
| (5) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Fachner and Mr. Shreiber) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Fachner and Mr. Shreiber) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Shawn Munsell, Michael Pollner, Stephen Every, and Lynwood Mallard (ii) for 2024, Ken Plunk, Michael Pollner, Stephen Every, and Lynwood Mallard, (iii) for 2023 and 2022, Ken Plunk, Stephen Every, Lynwood Mallard, and Bob Cranmer and (iv) for 2021, Ken Plunk, Robert Pape, Stephen Every, Lynwood Mallard, Robert Radano and Dennis Moore. |
PAY VERSUS PERFORMANCE
| (6) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Fachner and Mr. Shreiber), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Fachner and Mr. Shreiber) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Fachner and Mr. Shreiber) for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non- PEO NEOs | | 2025 | $750,712 | $237,124 | $(167,524) | $583,188 | | 2024 | 851,171 | 212,508 | 27,053 | 878,224 | | 2023 | 964,224 | 318,786 | 60,720 | 1,024,944 | | 2022 | 696,179 | 212,519 | (135,308) | 560,871 | | 2021 | 393,859 | 34,625 | 86,826 | 480,685 |
PAY VERSUS PERFORMANCE
| (a) The amounts deducted or added in calculating the total average equity award adjustments in accordance with Item 402(v) of Regulation S-K are as follows: |
PAY VERSUS PERFORMANCE
| Fiscal Year | Average Grant Date Fair Value of Equity Awards Granted in the Year ($) | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2025 | $(237,124) | $134,848 | $(78,189) | $— | $5,249 | $— | $7,692 | $(167,524) | | 2024 | (212,508) | 215,613 | 13,925 | — | 1,674 | — | 8,349 | 27,053 | | 2023 | (318,786) | 344,238 | 15,926 | — | 12,250 | — | 7,092 | 60,720 | | 2022 | (212,519) | 93,639 (1) | (13,268) | — | (5,626) | — | 2,466 | (135,308) | | 2021 | (34,625) | 40,436 | 48,407 | — | 31,972 | — | 636 | 86,826 |
PAY VERSUS PERFORMANCE
| (1) The year end fair value of equity awards in fiscal year 2022 does not include the value of the performance-vesting restricted stock units granted during the fiscal year. The performance condition related to these awards was determined to not likely be met as of the end of the fiscal year in which they were granted. |
PAY VERSUS PERFORMANCE
| (7) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (8) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Packaged Foods & Meats Index. |
PAY VERSUS PERFORMANCE
| (9) The dollar amounts reported represent the amount of net earnings (in thousands) reflected in the Company’s audited financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
| (10) The dollar amounts reported reflect Adjusted EBITDA (in thousands), which is a performance measure used when determining annual non-equity incentive bonuses and a portion of our long-term equity grants. Adjusted EBITDA consists of net earnings adjusted to exclude: income taxes (benefit); investment income; interest expense; depreciation and amortization; share-based compensation expense; COVID-19 related expenses (recoveries); net (gain) loss on sale or disposal of assets; impairment charges; restructuring costs; merger and acquisition costs; acquisition related inventory adjustments; strategic business transformation costs; integration costs; gain on insurance proceeds received for damage to property, plant, and equipment; non-recurring legal expenses; and plant closure expenses. |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Fachner and Mr. Shreiber, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Fachner and Mr. Shreiber) is aligned with the Company’s cumulative TSR over the four years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Fachner, Mr. Shreiber, and to the other NEOs, is comprised of equity awards. The Company’s cumulative TSR over the five-year period presented in the table was -29%, while the cumulative TSR of the peer group presented for this purpose, the S&P 500 Packaged Foods & Meats Index, was 7% over the five years presented in the table. The Company’s cumulative TSR underperformed the S&P 500 Packaged Foods & Meats Index during the five years presented in the table.
Compensation Actually Paid and Net Earnings
Compensation Actually Paid and Net Earnings As demonstrated by the following graph, the amount of compensation actually paid to Mr. Fachner and Mr. Shreiber, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Fachner and Mr. Shreiber) is generally aligned with the Company’s net earnings over the five years presented in the table. While the Company does not use net earnings as a performance measure in the overall executive compensation program, the measure of net earnings is correlated with the measure Adjusted EBITDA, which the company does use for when setting goals in the Company’s incentive plans.
Compensation Actually Paid and Adjusted EBITDA
Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to Mr. Fachner and Mr. Shreiber and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Fachner and Mr. Shreiber) is generally aligned with the Company’s Adjusted EBITDA over the five years presented in the table. The Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when determining annual non-equity incentive bonuses and the Company’s long term equity awards.