Lynwood Mallard
J&J SNACK FOODSAbout Lynwood Mallard
Lynwood M. Mallard is Senior Vice President and Chief Marketing Officer of J&J Snack Foods; age 56 as of December 15, 2024, and he joined J&J in March 2021 after 23 years at The Coca-Cola Company in brand marketing, strategy, commercialization, and innovation . Under the management team’s tenure including Mallard, J&J delivered record sales of $1.575B and record adjusted EBITDA of $200.1M in FY2024, with gross margin 30.9%, returned $57.0M in dividends, ended FY2024 with no debt outstanding and $73.4M cash; FY2023 also set records with $1.56B sales and $181.6M adjusted EBITDA, 30.1% gross margin, and strong say‑on‑pay support (~97%) . Annual incentives for NEOs are primarily tied to adjusted EBITDA, with the Compensation Committee applying discretion to reflect macro and operational achievements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Coca‑Cola Company | Brand marketing, strategy, commercialization, innovation (various ascending roles) | 1998–2021 | Led brand and commercialization initiatives; deep consumer marketing expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | No external public-company directorships disclosed for Mallard |
Fixed Compensation
Base Salary Rates
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary rate (end of fiscal year) | $320,000 | $352,000 (effective January 2024) |
| Transitional rate early in year | $285,000 (first few months of FY2023) | $320,000 (first few months of FY2024) |
Annual Cash Bonus (Short‑Term Incentive)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Target ($) | $128,000 | $158,400 |
| Actual paid ($) | $165,510 | $155,232 |
| Payout (% of target) | 129% | 98% |
| Primary metric | Adjusted EBITDA (committee discretion on supplemental goals) | Adjusted EBITDA (committee discretion on supplemental goals) |
Performance Compensation
Annual Bonus Design
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| FY2023 STI | Primarily adjusted EBITDA; committee discretion | $128,000 | $165,510 | 129% | Cash, paid annually |
| FY2024 STI | Primarily adjusted EBITDA; committee discretion | $158,400 | $155,232 | 98% | Cash, paid annually |
Equity Awards – PSUs (Performance‑Vesting RSUs)
| Grant Date | Units (Target) | Grant‑Date Fair Value ($) | Metric | Threshold | Target | Max | Vesting Terms | Status/Value |
|---|---|---|---|---|---|---|---|---|
| 11/16/2022 | 990 | $150,035 | 2‑yr cumulative adjusted EBITDA | $337.09M | $396.57M | $436.23M | Earn-out over 2 yrs; plus 1 additional year of service to vest | Unvested; MV $169,142 as of 9/27/2024 |
| 11/17/2023 | 445 | $74,933 | 2‑yr cumulative adjusted EBITDA | $358.90M | $422.24M | $464.46M | Earn-out over 2 yrs; plus 1 additional year of service to vest | Unvested; MV $76,028 as of 9/27/2024 |
Equity Awards – RSUs (Time‑Vesting)
| Grant Date | Units | Grant‑Date Fair Value ($) | Vesting Schedule | Unvested Units | Market Value (as of 9/27/2024) |
|---|---|---|---|---|---|
| 11/10/2021 | 483 total; 161 unvested as of 9/27/2024 | — | Vests one‑third annually over 3 years | 161 | $27,507 |
| 11/16/2022 | 495 | $75,017 | Vests one‑third annually over 3 years | 330 unvested as of 9/27/2024 | $56,381 |
| 11/17/2023 | 446 | $75,102 | Vests one‑third annually over 3 years; anniversaries of grant date | 446 unvested as of 9/27/2024 | $76,199 |
Notable calendar implications: 11/16/2022 RSU final tranche expected on 11/16/2025; 11/17/2023 RSUs tranche on 11/17/2025 and 11/17/2026 (per equal one‑third anniversary schedule) . PSUs from 2022/2023 require the full two‑year performance period plus one additional year of service before vesting .
Equity Ownership & Alignment
Beneficial Ownership (as of 12/15/2023)
| Holder | Shares | % of Outstanding |
|---|---|---|
| Lynwood M. Mallard | 312 | * (less than 1%) |
Outstanding Unvested Awards (as of 9/27/2024)
| Instrument | Grant Date | Unvested/Unearned Units (#) | Market Value ($) |
|---|---|---|---|
| RSUs (time‑vesting) | 11/10/2021 | 161 | $27,507 |
| RSUs (time‑vesting) | 11/16/2022 | 330 | $56,381 |
| PSUs (performance‑vesting) | 11/16/2022 | 990 (target basis, unearned) | $169,142 |
| RSUs (time‑vesting) | 11/17/2023 | 446 | $76,199 |
| PSUs (performance‑vesting) | 11/17/2023 | 445 (target basis, unearned) | $76,028 |
- Pledging/hedging: No pledging of company stock disclosed for Mallard in the proxy excerpts reviewed .
- Options: No option awards for Mallard are disclosed in the plan‑based grants or outstanding awards tables .
- Ownership guidelines: Not disclosed in the cited sections; compliance status not disclosed .
Employment Terms
Equity Treatment on Termination/Change‑in‑Control (CIC)
| Scenario | FY2023 (as of 9/30/2023; $163.65/share) | FY2024 (as of 9/28/2024; $170.85/share) |
|---|---|---|
| Death or disability / termination other than for Cause | $145,812 (equity value) | $197,673 (equity value) |
| Termination without Cause or resignation for Good Reason in connection with CIC / awards not assumed | $243,020 (equity value) | $377,749 (equity value) |
- LTIP terms: Unvested equity forfeited for termination for Cause or resignation prior to vesting; pro‑rata vesting on death/disability or termination by the Company other than for Cause; in CIC, if awards are assumed, performance conditions deemed at target (or actual if period complete) and full vesting upon termination without Cause/by grantee for Good Reason within 18 months; if awards not assumed/substituted, unvested awards become fully vested at CIC .
Compensation Mix (Multi‑Year)
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Salary ($) | $139,423 | $274,231 | $316,058 |
| Stock awards ($) | — | $150,050 | $225,052 |
| Non‑equity incentive ($) | $58,000 | $79,800 | $165,510 |
| All other comp ($) | $663 | $2,451 | $27,221 |
| Total ($) | $198,086 | $506,531 | $733,841 |
- All other comp components include auto lease payments, company‑paid fuel cards, and 401(k) match; country club membership is noted for CEO, not for Mallard .
Performance & Track Record Highlights
- Marketing execution: Mallard is quoted leading brand partnerships expanding Dippin’ Dots distribution with Urban Air Adventure Park nationwide and co‑developing an exclusive Chuck E.’s Cookie Crunch flavor at Chuck E. Cheese, supporting consumer engagement and channel expansion .
- Company performance backdrop: Record sales and adjusted EBITDA in FY2023 and FY2024 with improving gross margins and deleveraging; NEO bonuses reflected strong operational achievements even when EBITDA was modestly below target (FY2023 125–139% of target across NEOs; FY2024 98% of target) .
- Governance/controls context: Company disclosed material weakness in IT general controls (logical access, change management) in Q3 FY2025 and outlined remediation plans—an enterprise‑level risk to monitor though not executive‑specific .
Compensation Committee
- Committee members: Sidney R. Brown (Chair), Peter G. Stanley, Roy C. Jackson .
- 2023 Say‑on‑Pay: ~97% approval; committee retained program design with emphasis on adjusted EBITDA and strategic objectives .
Investment Implications
- Pay‑for‑performance alignment: Mallard’s incentives are primarily tied to multi‑year adjusted EBITDA PSUs and annual EBITDA‑based cash bonuses, with additional year‑of‑service requirements for PSUs—aligning his payouts with sustained operating performance and retention .
- Vesting calendar and potential selling pressure: Multiple RSU tranches are scheduled through 2026 and PSUs from 2022/2023 could begin vesting after performance periods plus an additional service year; monitor windows around November grant anniversaries and Form 4s for selling pressure signals .
- Ownership alignment: Direct beneficial ownership is modest (312 shares, <1%), but unvested RSUs/PSUs represent material exposure to company equity outcomes; no pledging disclosed—alignment primarily via unvested awards rather than large open‑market holdings .
- Retention and severance economics: No bespoke severance multiples disclosed for Mallard; equity vests pro‑rata or accelerates under certain termination/CIC scenarios, which offers retention but limits windfall risk versus CEO‑level packages—constructive for shareholder alignment .
- Risk monitor: The FY2025 ITGC material weakness elevates control risk; while remediation is underway, investors should track progress and any impact on incentive determinations or governance scrutiny .