Peter Stanley
J&J SNACK FOODSAbout Peter G. Stanley
Peter G. Stanley (age 82) is an independent director of J&J Snack Foods, serving since 1983, with current term expiring at the 2026 Annual Meeting. He is a former commercial and investment banker and the former Chairman of the Board of Emerging Growth Equities, Ltd., bringing finance, M&A, and long-company-history expertise; he currently chairs the Audit Committee and sits on the Compensation Committee . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerging Growth Equities, Ltd. | Former Chairman of the Board | Not disclosed | Investment banking leadership; brings corporate finance/M&A perspective to JJSF’s board and chairs Audit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the last five years for Mr. Stanley |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director under Nasdaq rules |
| Committee assignments | Audit Committee (Chair); Compensation Committee (Member) |
| Committee meeting cadence (FY2024) | Audit: 7 meetings; Compensation: 3 meetings; Nominating: 3 meetings |
| Board meetings (FY2024) | 4 regularly scheduled meetings |
| Attendance | Each director (other than Mr. Shreiber) attended ≥75% of Board and committee meetings; Mr. Stanley met this threshold |
| Annual meeting attendance (Feb 2024) | All directors then serving attended virtually except Mr. Shreiber; Mr. Stanley attended |
| Executive sessions | Independent directors hold executive sessions without management before/after regular meetings |
| Board leadership | Combined Chair/CEO structure since Nov 2023 (Chair is CEO Daniel J. Fachner) |
| Audit Committee “financial expert” | None designated under SOX 407; committee cites relevant financial backgrounds (incl. former banker/investment banker) |
| Term expiration | 2026 Annual Meeting |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual non-employee director fee | $155,000 (paid within 10 days of annual meeting) | Directors may elect to receive all/portion in common stock |
| Audit Chair retainer | +$10,000 | Applicable to Mr. Stanley as Audit Chair |
| FY2024 actual fees (Mr. Stanley) | $165,000 (cash) | Mr. Stanley elected cash; only Mr. Jackson and Ms. Meder elected partial stock in 2024 |
| All other compensation | $0 (—) | — |
Performance Compensation
| Element | Structure | Performance Metrics | Notes |
|---|---|---|---|
| Non-employee director pay | Flat annual fee; optional receipt in stock | None disclosed for directors | No director options/PSUs/RSUs disclosed; equity only via fee-in-stock election |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (last 5 years) | None disclosed for Mr. Stanley |
| Compensation Committee interlocks | Company discloses no interlocks involving its executive officers; no cross-committee interlocks reported |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Finance & Accounting | Former commercial/investment banker; chairs Audit Committee |
| Mergers & Acquisitions | Investment banking and corporate finance background |
| Company history/continuity | Director since 1983; deep knowledge of industry and company |
| Audit oversight | Leads Audit Committee; committee oversees financial reporting, internal controls, and auditor independence |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Peter G. Stanley | 10,000 | <1% (*) | As of Dec 15, 2024; 19,478,884 shares outstanding |
| Director stock ownership guideline | 1,500 shares within 3 years of election | All current non-employee directors meet this guideline except Mr. Jackson (appointed May 2022) | |
| Hedging/pledging | Prohibited without pre-approval; policy bars hedging and pledging/margin use | Anti-hedging policy adopted in 2020 |
Governance Assessment
- Strengths
- Longstanding financial oversight: Audit Chair with banking background; committee met seven times in FY2024, indicating active oversight of reporting, controls, and auditor independence .
- Independence and engagement: Classified independent; attended ≥75% of board/committee meetings and the 2024 annual meeting; participates in regular executive sessions of independent directors .
- Alignment safeguards: Ownership guidelines met (10,000 shares vs 1,500-share guideline) and robust anti-hedging/pledging policy .
- Watch items / potential red flags
- No designated Audit Committee Financial Expert under SOX 407, despite Mr. Stanley’s finance credentials—could be viewed as a governance gap by some investors .
- Board refreshment/tenure optics: Very long tenure (director since 1983) and advanced age (82) may prompt questions on independence over time and succession planning; balanced by ongoing independence designation and committee leadership .
- Board leadership structure: Combined Chair/CEO since Nov 2023; mitigated in part by independent director executive sessions and committee structure .
- Shareholder signals
- Strong support for say-on-pay and board decisions: At the Feb 12, 2025 meeting, advisory say-on-pay received 17,203,402 “For” vs. 443,921 “Against” (60,098 abstentions; 1,172,788 broker non-votes). Director nominee Kathleen E. Ciaramello was elected with 17,653,503 “For” vs. 53,918 “Withheld” (1,172,788 broker non-votes), indicating broad shareholder confidence in governance/compensation oversight .
Related-Party Transactions (Conflict Review)
- Company discloses several family-related employment/transactions (e.g., with members of the Shreiber and Fachner families), with oversight policies requiring review/approval; no related-party transactions involving Mr. Stanley were disclosed .
- Policy requires CFO review and Nominating & Governance Committee approval for related-person transactions >$120,000; directors with an interest recuse from discussion/approval .
Director Compensation Snapshot (FY2024)
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Peter G. Stanley | 165,000 | — | 165,000 |
Notes: Non-employee director annual fee is $155,000; Audit Committee Chair receives additional $10,000. Directors may elect to receive all or part of fees in common stock; in 2024 only Mr. Jackson and Ms. Meder elected stock, indicating Mr. Stanley elected cash .
Say-on-Pay & Investor Feedback
- 2025 Annual Meeting (Feb 12, 2025): Say-on-pay vote results—For: 17,203,402; Against: 443,921; Abstain: 60,098; Broker non-votes: 1,172,788 .
- Prior year disclosure: Approximately 97% support for say-on-pay at the 2024 Annual Meeting; the Compensation Committee maintained programs with limited changes, citing strong shareholder support .
Summary: Implications for Investor Confidence
- Mr. Stanley’s deep financial background and long service, coupled with independence and active Audit Committee leadership, support board effectiveness in financial oversight. However, absence of a designated “financial expert,” combined Chair/CEO structure, and his very long tenure may be scrutinized by governance-focused investors; mitigating factors include strong meeting attendance, executive sessions, robust anti-hedging/pledging policy, and sustained say-on-pay support .