Michael Pollner - Senior Vice President, General Counsel & Secretary | J&J SNACK FOODS (JJSF) Executive Profile & Compensation

About Michael Pollner

Michael A. Pollner is Senior Vice President, General Counsel & Secretary at J & J Snack Foods (JJSF), age 51 as of December 15, 2024, and has served in his current role since April 2022 after 16 years at Knoll, Inc. as SVP, Chief Administrative Officer, General Counsel & Secretary, and prior work at two prominent U.S. law firms . Company performance context: JJSF delivered record FY2024 net sales of $1.575 billion vs $1.56 billion in FY2023 (≈+1.0% YoY) and adjusted EBITDA of $200.1 million vs $181.6 million (≈+10.2% YoY), driving 98% payout of annual incentives despite missing the EBITDA target of $208.1 million . Over the last four years, cumulative TSR was 42%, outperforming the S&P 500 Packaged Foods & Meats Index at 26% .

Past Roles

Organization	Role	Years	Strategic Impact
Knoll, Inc.	SVP, Chief Administrative Officer, General Counsel & Secretary	16 years	Senior leadership of legal and administration supporting corporate operations
U.S. Law Firms	Business lawyer	—	Corporate legal practice prior to in-house counsel roles

External Roles

Organization	Role	Years	Strategic Impact
—	None disclosed	—	—

Fixed Compensation

Year	Base Salary (rate)	Salary Paid ($)	Target Bonus %	Actual Bonus Paid ($)
FY2024	$350,000 (early FY), increased to $385,082 effective Jan 2024	$374,311	Company policy range 40%–100% of base (individual target not disclosed)	$188,690 (98% of target)

Performance Compensation

Annual non-equity incentive (FY2024): primary metric Adjusted EBITDA; target $208.1 million; actual $200.1 million; payout approved at 98% of target for NEOs including Pollner .
Long-term incentives blend time-vested RSUs (1/3 annually over 3 years) and performance-vested RSUs with two-year cumulative Adjusted EBITDA targets plus a one-year additional service requirement (50% at $358.90m; 100% at $422.24m; 200% at $464.46m) .

Grant	Metric	Units	Weighting	Target	Actual	Payout	Vesting Terms
FY2024 annual bonus	Adjusted EBITDA	—	Primary	$208.1m	$200.1m	98% of target	Cash for FY2024 performance
11/17/2023 PSUs	2-year cumulative Adjusted EBITDA	445	Performance	Threshold $358.90m; Target $422.24m; Max $464.46m	Ongoing	50–200% of target, linear interpolation	Earn over 2 years + 1 additional year of service
11/17/2023 RSUs	Time-based	446	Retention	—	—	—	Vests 1/3 annually over 3 years
11/19/2024 PSUs	2-year cumulative Adjusted EBITDA	839	Performance	Cumulative EBITDA target (specific thresholds not restated)	Ongoing	Per plan	Earn over 2 years + 1 additional year of service
11/19/2024 RSUs	Time-based	840	Retention	—	—	—	Vests 1/3 annually over 3 years

Equity Ownership & Alignment

Anti-hedging/pledging policy: prohibits hedging and hypothecation/pledging of company stock; trades require preclearance for certain insiders .
Clawback policy: mandatory recovery of erroneously awarded incentive-based compensation upon an accounting restatement, aligned with SEC/Nasdaq rules .

Item	Detail
Beneficial ownership (12/15/2024)	484 shares; <1% of outstanding; shares outstanding 19,478,884; implied ≈0.0025% of shares
Unvested RSUs/PSUs (9/28/2024, market value at $170.85)	109 RSUs ($18,623), 330 RSUs ($56,381), 446 RSUs ($76,199), 495 PSUs ($84,571), 445 PSUs ($76,028)
Vested/Exercised in FY2024	Stock vested: 274 shares; value realized $41,259
Shares pledged as collateral	Prohibited by policy (no pledging/margin accounts)

Employment Terms

Employment start and tenure: Appointed SVP, General Counsel & Secretary in April 2022; ~2.7 years in role as of Dec 2024 .
Contract term/renewal: No individual employment agreement disclosed for Pollner in proxy; covered by company incentive plan agreements .
Severance/change-in-control economics (equity only, plan-based):
- RSUs/PSUs: pro rata vesting upon death/disability or termination without Cause; full vesting upon change-in-control if not assumed, or if assumed and terminated without Cause/for Good Reason within 18 months; performance deemed at target if CIC occurs before performance period ends, otherwise based on actual performance .
- Estimated value of outstanding equity under scenarios (as of 9/28/2024, $170.85 stock): Death/termination other than for Cause $130,529; CIC + termination without Cause/Good Reason or awards not assumed $293,179 .
Non-compete/non-solicit: Not disclosed.
Deferred compensation: Company adopted a Nonqualified Deferred Compensation Plan effective January 1, 2025 (available to NEOs and certain senior employees); Pollner is listed as agent for service and provided the legal opinion in the Form S-8 registration .

Investment Implications

Pay-for-performance alignment: Annual cash bonus tied to Adjusted EBITDA with discretionary oversight; Pollner’s FY2024 payout at 98% of target reflects disciplined application of performance criteria despite a shortfall vs target . Multi-year PSUs link vesting to 2-year cumulative EBITDA, reinforcing focus on sustained profitability .
Retention and selling pressure: Time-vesting RSUs from 2023 (446 units) and 2024 (840 units) vest in equal one-third tranches, creating predictable vesting events that can lead to incremental selling; PSUs add a performance gate and one-year post-performance service requirement, dampening immediate liquidity and strengthening retention . FY2024 vested shares were modest (274), suggesting limited near-term selling flow from Pollner personally .
Alignment and risk controls: Low personal ownership (≈0.0025%) is typical for a non-CEO legal executive; alignment is primarily via RSUs/PSUs rather than outright share ownership. Anti-hedging/anti-pledging and clawback policies reduce misalignment and governance risk, while plan terms require CIC termination for full acceleration, limiting windfall risk .
Governance signals: Say-on-pay support was strong (≈97% in 2024), indicating broad investor acceptance of compensation structures and oversight; committee practices (independent Compensation Committee, clawback, no option repricing) support governance quality .