Daniel Fachner
J&J SNACK FOODSAbout Daniel Fachner
Daniel J. Fachner is 64 and has served as President and CEO of J & J Snack Foods since May 2021; he joined the Board in May 2022 and was appointed Chairman in November 2023 . Under Fachner, JJSF’s cumulative TSR over 2021–2024 was 42%, outperforming the S&P 500 Packaged Foods & Meats Index at 26% . Adjusted EBITDA rose from $124,068k in 2022 to $200,085k in 2024, while net earnings increased to $86,551k in 2024 . The CEO pay ratio for 2024 was 105:1, with Fachner’s total compensation at $4,124,878 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The ICEE Company | President & CEO; earlier roles over >40 years | Not disclosed | Led global expansion across the U.S., Mexico, Canada, Asia, Europe, Australia, Central America, and the Middle East |
External Roles
| Organization | Role | Years |
|---|---|---|
| In His Grip Golf | Board of Directors | Not disclosed |
| Azusa Pacific University | Board of Directors | Not disclosed |
| Consumer Brands Association | Board of Directors | Not disclosed |
| Los Angeles Pacific University | Prior Board service | Not disclosed |
Fixed Compensation
Multi-year compensation for Daniel J. Fachner:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 896,154 | 936,538 | 986,538 |
| Stock Awards ($) | 1,500,032 | 2,250,063 | 2,100,051 |
| Non-Equity Incentive Plan Compensation ($) | 630,000 | 1,324,945 | 980,000 |
| All Other Compensation ($) | 21,972 | 57,813 | 58,289 |
| Total ($) | 3,048,158 | 4,569,359 | 4,124,878 |
- Base salary moved to $1,000,000 effective at end of FY2024 (September 28, 2024) .
- Employment Agreement: target annual bonus “no less than base salary” (≥100% of salary) and annual equity incentive award ≥$1,500,000 .
- FY2024 bonus paid at 98% of target ($980,000) based on quantitative and qualitative performance .
- All Other Compensation includes automobile lease payments ($32,689), company-paid fuel cards, 401(k) match, and country club membership fees .
Performance Compensation
Annual incentive and equity programs:
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Annual Non-Equity Incentive (FY2024): | Metric | Weighting | Target | Actual | Payout | Vesting | |---|---|---|---|---|---| | Adjusted EBITDA with Committee discretion | Not disclosed | $1,000,000 | $980,000 | 98% | Cash, annual |
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PSU structures and vesting conditions: | Grant Date | Units (Target) | Metric | Threshold | Target | Max | Vesting Schedule | |---|---|---|---|---|---|---| | 11/17/2023 | 4,454 PSUs | Cumulative Adjusted EBITDA (2-year) | $358.90m (50%) | $422.24m (100%) | $464.46m (200%) | Earn over 2 years; plus 1-year service tail | | 1/01/2024 | 1,795 PSUs | Cumulative Adjusted EBITDA (2-year) | $358.90m (50%) | $422.24m (100%) | $464.46m (200%) | Earn over 2 years; plus 1-year service tail | | 11/16/2022 | 9,898 PSUs (unearned units at FYE) | Cumulative Adjusted EBITDA (2-year) | $337.09m (50%) | $396.57m (100%) | $436.23m (200%) | Earn over 2 years; plus 1-year service tail |
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Time-vesting RSUs: | Grant Date | Units | Vesting | |---|---|---| | 11/17/2023 | 4,454 RSUs | 1/3 annually over 3 years | | 1/01/2024 | 1,795 RSUs | 1/3 annually over 3 years | | 11/19/2024 (post-FY) | 6,228 RSUs | 1/3 annually over 3 years |
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Grant-date fair values: | Grant Date | Award | Grant-Date Fair Value ($) | |---|---|---| | 11/17/2023 | 4,454 PSUs | 750,009 | | 11/17/2023 | 4,454 RSUs | 750,009 | | 1/01/2024 | 1,795 PSUs | 300,016 | | 1/01/2024 | 1,795 RSUs | 300,016 |
Equity Ownership & Alignment
- Beneficial ownership (as of 12/15/2024): 24,902 shares; less than 1% of outstanding (19,478,884 shares) . Footnote excludes 33,173 RSUs that will not vest within 60 days .
- Hedging and pledging of company stock are prohibited without prior approval; margin accounts are prohibited .
- Section 16 filings: all directors and officers complied in FY2024 .
Outstanding equity awards (as of 9/28/2024; MV based on $170.85/share):
| Grant Date | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 11/10/2021 | RSUs | 1,613 | 275,581 |
| 11/16/2022 | RSUs | 3,299 | 563,634 |
| 11/16/2022 | PSUs (unearned) | 9,898 | 1,691,073 |
| 11/17/2023 | RSUs | 4,454 | 760,966 |
| 11/17/2023 | PSUs (unearned) | 4,454 | 760,966 |
| 1/01/2024 | RSUs | 1,795 | 306,676 |
| 1/01/2024 | PSUs (unearned) | 1,795 | 306,676 |
Option exercises and stock vested (FY2024):
| Name | Options Exercised (#) | Value Realized on Exercise ($) | Stock Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Daniel Fachner | 20,000 | 3,308,812 | 3,263 | 523,547 |
Employment Terms
Employment Agreement (effective 2/14/2023):
- Base salary: at least $950,000; annual bonus target ≥ base salary; annual equity award ≥ $1,500,000 .
- Term: initial 4 years, extendable by mutual agreement .
- Special bonus: $5,000,000 if employed for the entire term and Company achieves $600 million aggregate EBITDA over FY2023–FY2026 .
- Severance/Change-in-Control provisions: | Event | Salary Continuation | Lump Sum Bonus | Equity Benefit | Total ($) | |---|---|---|---|---| | Termination without Cause; Resignation for Good Reason; or Resignation upon Change in Control (within 6 months) | $3,000,000 | $3,974,835 | $4,665,572 | $11,640,407 | | Death/Disability | $2,000,000 | $2,649,890 | $4,665,572 | $9,315,462 | | Non-Renewal by Company; Resignation w/o Good Reason or Retirement after ≥2 years of Term | $1,000,000 | $1,324,945 | $4,665,572 | $6,990,517 |
Additional terms:
- COBRA premium payments if elected .
- Continued vesting of unvested equity under original schedules in qualifying terminations; performance awards deeming at target or actual under certain CIC scenarios if performance period completed .
- Company clawback policy for erroneously awarded incentive-based compensation under Nasdaq rules .
Board Governance
- Board roles: Fachner serves as Chairman, President, and CEO; the Board determined in Nov 2023 that combining roles was in the company’s best interests given size, composition, and his company-specific expertise . Independent Directors hold executive sessions without management before/after regularly scheduled Board meetings .
- Committee memberships (FY2024): Fachner is not listed on Audit, Compensation, or Nominating Committees .
- Committee leadership: Audit Chair Peter G. Stanley; Compensation Chair Sidney R. Brown; Nominating Chair Vincent A. Melchiorre .
- Independence: Board identified Brown, Jackson, Meder, Melchiorre, and Stanley as independent; Brown’s company provides logistics/real estate services, but Board deemed him independent given amounts and relative revenue levels .
- Meetings: Audit Committee held 7 meetings; Compensation Committee held 3 meetings in FY2024 . Annual Meeting attendance in Feb 2024: all directors attended except Gerald B. Shreiber .
- Director compensation: Non-employee directors receive $155,000 annual fee; Audit Chair receives an additional $10,000; Fachner does not participate in the non-employee plan .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 97% support; Compensation Committee made no significant changes for FY2024 .
Compensation Peer Group
- TSR benchmarking for Pay vs Performance uses the S&P 500 Packaged Foods & Meats Index; JJSF cumulative TSR over 2021–2024 was 42% vs peer group 26% .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | 1,380,656,000* | 1,558,829,000* | 1,574,755,000* | 1,583,233,000* |
Values retrieved from S&P Global.*
Adjusted EBITDA and Net Earnings:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Adjusted EBITDA ($000s) | 127,952 | 124,068 | 181,555 | 200,085 |
| Net Earnings ($000s) | 55,607 | 47,235 | 78,906 | 86,551 |
Investment Implications
- Pay-for-performance alignment: CEO incentives are anchored to Adjusted EBITDA and long-term equity grants with two-year performance periods plus service tails; FY2024 cash bonus paid at 98% of target reflects Committee discretion tied to EBITDA and leadership factors .
- Retention and overhang: Significant unvested RSUs/PSUs and a $5 million term-linked EBITDA bonus create strong retention incentives into FY2026; additional Nov 2024 grants extend vesting through FY2027 .
- Selling pressure: Time-based RSU vesting and recent option exercises (20,000 shares, $3.31m realized) suggest periodic liquidity needs that could create predictable selling windows, although hedging/pledging is prohibited .
- Governance risk: Combined Chairman/CEO role increases key-person and oversight risk; mitigated by independent committees, executive sessions, and high Say-on-Pay support (97%) .
- Change-in-control economics: Rich severance with a resignation right within six months of a change in control, three years of salary continuation, 3x most recent bonus, and continued equity vesting may raise shareholder sensitivity to CIC outcomes; monitor any M&A chatter for event-driven trading setups .