Patricia E. Jackson
INGLES MARKETSAbout Patricia E. Jackson
Patricia E. Jackson is Chief Financial Officer (appointed February 23, 2022) and a director since March 2022; she is a certified public accountant and previously served as Ingles’ Controller from 2010 to February 2022. She is 60 and brings considerable auditing, accounting, and finance experience to the Board and management team . Company performance context during her CFO tenure: cumulative total shareholder return rose from $182 in 2021 to $212 in 2024, while net sales moved from $4,987,920k (2021) to $5,639,609k (2024) and net income declined from $249,731k (2021) to $105,541k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingles Markets, Inc. | Controller | 2010–Feb 2022 | Led accounting and controls; brings considerable auditing, accounting, and finance experience |
| Ingles Markets, Inc. | CFO | Feb 23, 2022–Present | Senior financial leadership; executive committee member |
External Roles
- Not disclosed in proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 285,633 | 411,442 | 441,923 |
| Bonus ($) | 270,000 | 315,000 | 275,000 |
| All Other Compensation ($) | 1,624 | 19,158 | 26,746 |
| Total ($) | 557,257 | 745,600 | 743,669 |
| All Other Compensation – detail ($) | — | Employer match 401(k) 12,938; Non‑qualified plan 4,549; Life 780; AD&D/LTD 891; Travel — | Employer match 401(k) 13,660; Non‑qualified plan 11,344; Life 815; AD&D/LTD 927; Travel — |
Performance Compensation
| Component | Weighting | Target | Actual | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Subjective; considers Company profitability and individual performance | Not disclosed; no formal pre‑set performance targets | 2022: $270,000; 2023: $315,000; 2024: $275,000 | Cash; no vesting schedule |
- The Company’s executive compensation program comprises base salary, annual cash incentive bonuses, and benefits; there are no disclosed stock/option awards for Executive Officers in the proxy tables .
- Bonus determinations are made by the Chairman and CEO (with committee approval thresholds), considering profitability; Milkco subsidiary bonuses use a formula tied to pre‑tax earnings (not applicable to CFO) .
Equity Ownership & Alignment
| Item (as of Sept 28, 2024) | Class A | Class B | Notes |
|---|---|---|---|
| Listed beneficial holdings (per proxy table) | 74,884 | 74,884 | Includes shares held by the Company’s Profit Sharing Plan for which Ms. Jackson is a trustee; she disclaims beneficial ownership |
| Percentage of class (listed) | 0.5% | 1.7% | Reflects convertible mechanics noted; tied to Plan holdings |
| Total voting power (listed) | 1.3% | — | Listed alongside trustees; disclaimer applies |
| Stock ownership guidelines | Not disclosed | — | — |
| Hedging/pledging | No formal hedging policy; pledging not disclosed | — | Insider trading policy in place |
Important: The proxy shows Ms. Jackson as a trustee of the Profit Sharing Plan’s 74,884 Class B shares; she disclaims beneficial ownership of those shares. The table’s listed percentages for her entry reflect Plan shares and do not indicate personal ownership .
Employment Terms
| Term | Detail |
|---|---|
| Employment start in current role | CFO effective February 23, 2022 |
| Director service | Director since March 2022 |
| Employment agreements | None; the Company does not have employment, change‑of‑control, or severance agreements with Executive Officers |
| Change‑of‑control | None (no agreements) |
| Severance | None (no agreements) |
| Non‑compete / non‑solicit | Not disclosed |
| Clawback / tax gross‑ups | Not disclosed; benefits disclosed in “All Other Compensation” |
Board Governance
- Committee roles: Executive Committee member (along with Chairman Ingle II and CEO Lanning) . Not on the Audit/Compensation Committee; that committee comprised independent directors Ayers, Ferguson, and Tudor in fiscal 2024 .
- Independence: The Board determined Ayers, Ferguson, Lowden, and Tudor are independent; Ms. Jackson is management and not listed as independent .
- Controlled company: Ingles qualifies as a “Controlled Company” under Nasdaq rules due to concentrated Class B voting power; may rely on governance exemptions (e.g., majority independent board not required) .
- Board activity and attendance: Board met 4 times; Audit/Compensation met 6 times in FY 2024; other than Mr. Lowden, each director attended ≥75% of meetings .
- Director compensation: Only outside directors receive cash retainers and meeting fees; officers are not paid director fees .
Director Compensation (for outside directors – context)
| Name | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Fred D. Ayers | 42,500 | 42,500 |
| Ernest E. Ferguson | 37,508 | 37,508 |
| John R. Lowden | 16,250 | 16,250 |
| Laura Ingle Sharp | 20,000 | 20,000 |
| Brenda S. Tudor | 37,508 | 37,508 |
Company Performance Context (for CFO tenure assessment)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Sales ($000s) | 4,987,920 | 5,678,835 | 5,892,782 | 5,639,609 |
| Net Income ($000s) | 249,731 | 272,759 | 210,812 | 105,541 |
| Cumulative TSR (value of $100) | $182 | $229 | $213 | $212 |
- Peer group used for stock performance graph (TSR comparison): Ingles Markets, Koninklijke Ahold Delhaize, Weis Markets, Kroger, SpartanNash, Sprouts Farmers Markets, Village Super Market .
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain |
|---|---|---|---|---|
| Mar 3, 2025 | Advisory vote on executive compensation | 50,789,689 | 3,725,692 | 27,709 |
- Prior say‑on‑pay (Feb 13, 2023) was overwhelmingly approved; Board made no material modifications to executive compensation following the vote .
Related Party Transactions (governance context)
- Transactions with Chairman Ingle II: property swap with LLC (company received $2.3m plus property); lease obligations ~$160,000 annually; reviewed/approved under Related Party Transactions policy .
- Profit Sharing Plan: Company may extend short‑term loans or purchase Plan’s Class B shares at market price to meet distributions; none in FY 2024 .
Risk Indicators & Red Flags
- Controlled company with concentrated voting power (Chairman controls ~73% voting power), reducing influence of minority shareholders . Governance exemptions applicable .
- No formal hedging policy disclosed; insider trading policy adopted; Section 16(a) reports were timely in FY 2024 .
- No employment/severance/change‑of‑control agreements for Executive Officers—can be positive for shareholder protection but may increase retention risk .
- Executive compensation heavily cash‑based with subjective bonuses; absence of equity awards reduces alignment via long‑term equity but also limits insider selling pressure .
Compensation Structure Analysis
- Year‑over‑year mix: Ms. Jackson’s compensation is predominantly salary + cash bonus; no equity awards disclosed—shift or reliance on cash reduces equity‑linked alignment and selling pressure .
- Bonus determination: subjective based on profitability; no disclosed metric targets/weights; governance oversight via Audit/Compensation Committee approval thresholds .
- Benchmarking: Base salaries informed by public comparisons, used subjectively without formal benchmarking peer groups or target percentiles .
Equity Ownership & Trading Signals
- Listed holdings reflect Profit Sharing Plan shares for which Ms. Jackson is trustee and disclaims beneficial ownership; no personal equity stakes are disclosed in the proxy .
- With cash‑based pay and no equity grants, near‑term insider selling pressure tied to vesting appears limited; trading is governed by the insider trading policy and window practices .
Board Service History & Dual‑Role Implications
- Board service: Director since March 2022; member of Executive Committee in FY 2024 .
- Committees: Not on the independent Audit/Compensation Committee (Ayers, Ferguson, Tudor) .
- Dual role (CFO + Director): As management, she is not independent; Ingles’ controlled company status permits exemptions from certain Nasdaq requirements, concentrating decision‑making with insiders—investors should weigh independence concerns and oversight structure .
Investment Implications
- Alignment: Cash‑heavy pay and absence of equity awards reduce long‑term equity alignment and minimize forced selling from vesting; watch for any future shift toward equity incentives as a signal of confidence and alignment .
- Retention risk: No employment or severance protections may increase mobility risk for key executives, though controlled governance and long tenure history could mitigate turnover .
- Governance: Controlled company structure and related‑party transactions place a premium on independent oversight—note that the Audit/Compensation Committee is independent; monitor shareholder proposals and voting outcomes (say‑on‑pay remains supportive) .
- Performance context: Net income compressed in FY 2024; bonus remained substantial but lower year‑over‑year; continued focus on profitability in bonus decisions ties pay to bottom‑line outcomes without disclosed targets—track margins and cash generation trends .