Roy Jackson
J&J SNACK FOODSAbout Roy C. Jackson
Independent director at J & J Snack Foods since 2022; age 64; serves on the Audit, Compensation, and Nominating & Corporate Governance Committees. Jackson has nearly 25 years in foodservice with senior roles at PepsiCo, YUM! Brands, and The Coca-Cola Company (retired in 2018 as SVP, Business Development & Industry Affairs), and most recently was EVP, Development & Industry Relations at the National Restaurant Association; he has received the NRA Chairman’s Award (2017) and Women’s Foodservice Forum Partnership Award (2017). The Board classifies him as independent; each director attended at least 75% of Board and applicable committee meetings in FY2024; independent directors hold executive sessions without management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | SVP, Business Development & Industry Affairs | Retired in 2018 | Senior commercial leadership, industry relations |
| National Restaurant Association | EVP, Development & Industry Relations | Most recent role (date not disclosed) | Development and industry engagement; Company is an NRA member |
| PepsiCo; YUM! Brands | Senior-level positions | Not disclosed | Sales, general management, restaurant operations |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| CustomerX.i Inc. | Private company | Board Member | Current board service |
| Multi-Cultural Foodservice & Hospitality Alliance | Non-profit/trade | Board Role (prior) | Prior board role |
| International Franchise Association | Trade association | Board Role (prior) | Prior board role |
| National Restaurant Educational Foundation | Non-profit | Board Role (prior) | Prior board role |
Board Governance
- Committee assignments: Audit; Compensation; Nominating & Corporate Governance; not a committee chair. Audit Committee held 7 meetings; Compensation 3; Nominating 3 in FY2024.
- Independence: Board determined Jackson is independent; no business, financial, or family relationship with JJSF.
- Attendance: Board held 4 meetings; all directors attended ≥75% of Board/committee meetings except two other directors (not Jackson).
- Executive sessions: Independent directors meet in executive session without management at regular Board meetings.
- Board leadership: Chair/CEO combined (Dan Fachner) since Nov 2023; Board deemed combined role appropriate given current composition.
- Audit Committee “financial expert”: None designated; committee cites collective experience as sufficient.
Fixed Compensation
| Component | FY2024 Detail |
|---|---|
| Annual non-employee director fee | $155,000 |
| Committee chair fees | Audit Chair receives $10,000 (paid to Peter Stanley, not Jackson) |
| Equity election (in lieu of cash) | Jackson elected $93,000 as stock, receiving 634 shares at $146.63 on payment date; remainder in cash |
| Meeting fees | Not disclosed (plan is annual fee; no per-meeting fees noted) |
Performance Compensation
| Item | Details |
|---|---|
| Performance-based director compensation | None disclosed for directors; plan provides annual fee with optional stock election, no PSUs/options tied to director performance |
Other Directorships & Interlocks
| Entity | Relationship to JJSF | Potential Interlock/Conflict |
|---|---|---|
| CustomerX.i Inc. | External board service | No JJSF related-party transactions disclosed; no interlock identified |
| Trade/industry boards (MFHA, IFA, NREF) | External board service | No JJSF related-party transactions disclosed |
Expertise & Qualifications
- Foodservice industry operator and commercial executive; deep sales/marketing and restaurant operations experience; management across PepsiCo, YUM!, Coca-Cola; extensive industry relations.
- Recognized industry leadership (NRA Chairman’s Award 2017; WFF Partnership Award 2017).
Equity Ownership
| Metric | As of Dec 15, 2024 |
|---|---|
| Beneficial ownership (shares) | 1,075 (less than 1%) |
| Shares outstanding (reference) | 19,478,884 |
| Stock ownership guideline | 1,500 shares within 3 years of election; all non-employee directors meet guideline except Jackson (appointed May 2022) |
| Hedging/pledging | Company prohibits director hedging and pledging without approval; policy adopted in 2020 |
Governance Assessment
- Positives: Independent status; broad industry and commercial expertise aligned with JJSF’s customer base; multi-committee service (Audit/Comp/Nominating) indicates engagement; elected to take a portion of director fees in stock, modest alignment signal; Section 16 compliance reported for all insiders; say-on-pay support at ~97% in 2024 suggests general investor confidence.
- Watch items: Below director stock ownership guideline as of Dec 15, 2024 with a 3-year compliance window ending in 2025; Board’s Audit Committee lacks a designated “financial expert”; combined Chair/CEO structure may reduce independent oversight at the margin (mitigated by independent executive sessions).
- Conflicts: No related-party transactions disclosed involving Jackson; independence determination explicitly notes no business, financial, or family ties.
RED FLAGS
- Ownership guideline shortfall as of FY2024 year-end (deadline May 2025): monitor for compliance update at/after 2025 annual meeting.
- Audit Committee lacks a designated financial expert: governance quality consideration for investors focused on financial reporting oversight.