Marjorie Roshkoff
J&J SNACK FOODSAbout Marjorie S. Roshkoff
Independent director of J & J Snack Foods since 2020; age 56 as of December 15, 2024; current term expires at the 2027 Annual Meeting. Former Vice President and General Counsel (2019–2022), with prior service as VP/in-house counsel and HR lead, bringing over 25 years of legal experience and deep company knowledge. She is the daughter of founder and Chairman Emeritus Gerald B. Shreiber and is not classified by the Board as independent. Beneficial ownership totals 3,799,487 shares (19.5% of outstanding) through direct and trustee capacities.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J & J Snack Foods Corp. | Vice President & General Counsel | 2019–2022 | Led legal function; deep knowledge of company history/culture |
| J & J Snack Foods Corp. | Vice President, in-house counsel; managed HR | Not disclosed | Legal and HR leadership across business lines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists no other current or recent public company directorships for Roshkoff |
Board Governance
- Independence: Board’s independence determination does not include Roshkoff among independent directors; she has family ties (daughter of founder) and prior executive employment.
- Committee assignments: None; she does not serve on Audit, Compensation, or Nominating committees.
- Attendance: Board met 4 times in FY2024; each director attended ≥75% of Board/committee meetings except Shreiber and Brown (Nominating). Roshkoff met the attendance threshold.
- Annual Meeting: All directors then serving virtually attended the February 2024 Annual Meeting except Shreiber.
- Board leadership and independence practices: CEO also serves as Chairman; independent directors hold executive sessions without management.
- Director ownership guidelines: 1,500 shares within three years; all current non‑employee directors meet guideline except Jackson. Roshkoff far exceeds guideline.
- Board structure: 8 directors; 5 independent; all Audit, Compensation, Nominating committees composed entirely of independent directors.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual non‑employee director fee (cash) | $155,000 | Paid within 10 days of annual meeting; directors may elect payment in stock; Roshkoff took cash in 2024 |
| Committee chair fee | $0 | Audit chair receives $10,000; Roshkoff is not a chair |
| Committee membership fees | $0 | No committee assignments |
| Total 2024 director compensation | $155,000 | As disclosed in the 2024 Director Compensation Table |
Performance Compensation
- None disclosed for directors; no RSU/PSU or options program for non‑employee directors beyond optional stock settlement of cash retainer.
Other Directorships & Interlocks
| Type | Entity | Detail | Amount/Date |
|---|---|---|---|
| Family relationship | Gerald B. Shreiber | Founder; Chairman Emeritus; father of Marjorie S. Roshkoff | Relationship disclosed |
| Related-party transaction | AMC Global (owned by spouse Ken Roshkoff) | Provided attitudinal/research services to JJSF in FY2024 | $76,500 in FY2024 |
| Related-party payment | Board advisory consulting fees to Ken Roshkoff | Advisory consulting fees paid by JJSF | $50,000 in FY2024 |
Expertise & Qualifications
- Legal and regulatory expertise; >25 years legal experience; deep knowledge of company culture/history.
- Industry familiarity through long tenure at JJSF.
Equity Ownership
| Holder/Capacity | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Marjorie S. Roshkoff (aggregate beneficial ownership) | 3,799,487 | 19.5% | Includes shares held via trusts and for children |
| 2021 Irrevocable Trust for Gerald B. Shreiber (trustee: Roshkoff) | 3,498,511 | — | Roshkoff has voting/dispositive power per Schedule 13D |
| Intentionally Defective Grantor Trust (for Roshkoff and siblings; trustee: Roshkoff) | 217,642 | — | Beneficially included in her total |
| Children’s trust/custodian accounts (trustee/custodian: Roshkoff) | 15,750 | — | Beneficially included in her total |
| Shares outstanding (record date) | 19,478,884 | — | Basis for % ownership |
Governance Assessment
-
Strengths
- Significant “skin in the game”: 19.5% beneficial ownership with voting authority over the 2021 Irrevocable Trust; strong alignment with equity outcomes.
- Deep company knowledge and legal background enhances board’s understanding of regulatory and cultural issues.
- Attendance meets board thresholds; participates in Annual Meeting practices.
- Anti‑hedging/pledging policy and clawback adoption support governance hygiene.
-
Risks and RED FLAGS
- Non‑independent director with direct family ties to founder; potential influence risks compounded by trustee roles over large holdings.
- Related‑party exposure via spouse’s firm (AMC Global) and advisory fees, indicating ongoing transactions with entities connected to immediate family.
- No committee assignments—limits direct oversight role in Audit/Comp/Nominating and may reduce governance impact relative to independent peers.
- Charter voting provisions restrict shareholder voting above 10% and historically granted special board voting rights to founder; concentration of influence can affect investor confidence even as Shreiber exits the Board in 2025.
-
Context signals
- Say‑on‑pay support remains high (≈97% in 2024), suggesting general shareholder confidence in compensation governance, though not specific to directors.
Net assessment: High ownership alignment but materially heightened conflict risk due to family relationships, trustee control over significant share blocks, and related‑party transactions. Absence from committees reduces direct governance leverage, making robust independent committee oversight and transparent related‑party review processes critical for investor confidence.