Mary Lou Kehoe
J&J SNACK FOODSAbout Mary Lou Kehoe
Mary Lou Kehoe is Vice President, Human Resources at J&J Snack Foods. She joined in January 2020 as Director of HR and was promoted to VP, HR in March 2021; age 63 as of December 15, 2024; prior HR leadership roles at Campbell Soup, Pinnacle Foods, and Conagra Brands . During her tenure, the company delivered improving results, including FY2023 total shareholder return (TSR) of 132 (value of $100) and Adjusted EBITDA of $181.6M; FY2022 TSR of 102.6 and Adjusted EBITDA of $124.1M; FY2021 TSR of 119 and Adjusted EBITDA of $128.0M . Recent execution remained solid with Q3 FY2025 net sales of $454.3M (+3.3% y/y), Adjusted EBITDA of $72.0M (+2% y/y), and EPS of $2.26 vs $1.87 y/y .
Company performance snapshot
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| TSR – Value of $100 | 118.98 | 102.64 | 132.13 |
| Net Earnings ($000s) | 55,607 | 47,235 | 78,906 |
| Adjusted EBITDA ($000s) | 127,952 | 124,068 | 181,555 |
Recent quarter trend
| Metric | Q3 FY2024 | Q3 FY2025 |
|---|---|---|
| Net Sales ($M) | $439.96 | $454.30 |
| Adjusted EBITDA ($M) | $70.87 | $72.00 |
| EPS (GAAP) | $1.87 | $2.26 |
| Adjusted EPS | $1.98 | $2.00 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Campbell Soup | HR leadership (operations-focused) | Not disclosed | HR operations leadership in CPG context |
| Pinnacle Foods | HR leadership (operations-focused) | Not disclosed | HR operations leadership in CPG context |
| Conagra Brands | HR leadership (operations-focused) | Not disclosed | HR operations leadership in CPG context |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Ms. Kehoe |
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus for Ms. Kehoe are not separately disclosed in JJSF proxies (she is not listed as a Named Executive Officer) .
- Executive officer pay design (program-level): base salary reviewed annually; annual non‑equity incentive bonus is discretionary but based primarily on Adjusted EBITDA and other goals; target payout ranges generally 40%–100% of base salary for executive officers .
Program-level summary (applies to executive officers generally)
| Element | Structure | Notes |
|---|---|---|
| Base Salary | Competitive, reviewed annually | Committee considers individual role/performance and market |
| Annual Non-Equity Incentive Bonus | Discretionary; primarily Adjusted EBITDA; may include supplemental goals; no strict formula | Target range generally 40%–100% of base salary |
Performance Compensation
Annual bonus design (program-level; not individual to Ms. Kehoe)
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA (primary) | Not formulaic; committee discretion | Not disclosed | Committee determines based on company and individual performance; target payout generally 40%–100% of salary (program-level) | Cash; annual |
Long-term incentives (companywide framework)
- Since 2021–2022 the company has used Performance Share Units (PSUs) and Service Share Units (RSUs). Award agreements provide pro‑rata vesting upon death/disability; forfeiture in other terminations except as specified; in change‑in‑control scenarios, awards may vest pro‑rata or continue/accelerate per award terms (2024/2025 proxies) .
- For Ms. Kehoe specifically, disclosed holdings in 2022 were stock options; no specific PSU/RSU grants to her are disclosed in proxies/forms .
Equity Ownership & Alignment
Section 16 filings indicate modest direct holdings with legacy option grants; company prohibits hedging and pledging, aligning with shareholder-friendly risk controls .
Beneficial ownership (initial Form 3)
| Security | Amount | Form | Notes |
|---|---|---|---|
| Common Stock | 26 | Direct | ESPP purchase noted |
| Power of Attorney on Section 16 filings | — | — | Executed Nov 1, 2022 |
Outstanding options (as disclosed)
| Option grant | Exercise price | Exercisable | Expiration | Underlying shares |
|---|---|---|---|---|
| Stock Option (Right to Buy) | $184.72 | 01/27/2023 | 01/26/2025 | 500 |
| Stock Option (Right to Buy) | $125.83 | 05/20/2023 | 05/19/2025 | 300 |
| Stock Option (Right to Buy) | $165.56 | 05/11/2024 | 05/11/2026 | 1,500 |
| Stock Option (Right to Buy) | $132.38 | 06/17/2025 | 06/17/2027 | 2,000 |
Potential in-the-money context (illustrative)
- Using the company’s cited share price of $170.85 on Sep 27, 2024 (from the FY2025 proxy’s severance table assumptions), options at $125.83, $165.56, and $132.38 would have had intrinsic value of ~$45.02, ~$5.29, and ~$38.47 per share, respectively, while $184.72 was out‑of‑the‑money at that date. Calculation basis: stock price $170.85 as disclosed; option details per Form 3 .
Policies and alignment
- Hedging/pledging: Executives and directors are prohibited from hedging Company stock and from hypothecating/encumbering shares (includes margin accounts) .
- Clawbacks: Nasdaq‑compliant clawback policy mandates recovery of erroneously awarded incentive compensation upon a restatement .
- Section 16 compliance: Company reported full compliance for FY2024 .
- Ownership guidelines: Director stock ownership guidelines are disclosed; no explicit officer stock ownership guidelines are disclosed in recent proxies .
Employment Terms
- Start date/tenure: Joined January 2020 (Director HR); promoted to VP, HR in March 2021 .
- Severance/change-in-control: The company explicitly provides post‑employment benefits by agreement only for the CEO; it “does not offer similar post‑employment benefits to its NEOs other than Mr. Fachner.” For other executives, equity award agreements govern vesting on death/disability, certain terminations, and change‑in‑control (pro‑rata or continued/accelerated vesting per plan and award year) .
- Clawback/insider trading: Nasdaq-compliant clawback policy; insider trading policy with preclearance/blackouts for certain individuals .
Investment Implications
- Pay-for-performance linkage and discretion: Annual incentives for executive officers are primarily tied to Adjusted EBITDA with significant committee discretion and target payout ranges of 40%–100% of base salary; this supports performance alignment but introduces qualitative judgment—important when assessing consistency vs peers .
- Selling pressure/vesting overhang: Ms. Kehoe’s legacy options had expirations in 2025–2027; depending on subsequent exercises (not disclosed here), expirations can create tactical selling pressure around in‑the‑money strikes (e.g., $125.83 and $132.38 at $170.85 reference), though anti‑hedging/pledging policy mitigates leverage risk .
- Retention risk: With formal severance/change‑in‑control economics disclosed only for the CEO and none for other NEOs, broader executives may rely mainly on ongoing cash/equity awards and award‑agreement protections (e.g., pro‑rata vesting on certain terminations). This structure can heighten retention sensitivity to market-level HR executive demand and annual award cadence .
- Governance signals: High say‑on‑pay support (~97% in 2024), clawback adoption, and anti‑hedging/pledging policies are shareholder‑friendly; these should reduce governance discount risk and align incentives with long‑term TSR and EBITDA performance .
Sources
- Executive background and role details (2023–2025 DEF 14A):
- Incentive design and target ranges; program-level compensation philosophy (2023 DEF 14A):
- Clawback, anti‑hedging/pledging policies (2023–2025 DEF 14A):
- CEO‑only severance/change‑in‑control; equity award vesting terms for non‑CEO executives (2024–2025 DEF 14A):
- Section 16 compliance (2025 DEF 14A):
- Say‑on‑pay results (2025 DEF 14A):
- Performance metrics (Pay vs Performance, 2024 DEF 14A):
- Q3 FY2025 results (press release):
- Mary Lou Kehoe Form 3 (ownership/options) and POA (2022 filings):