Shawn Munsell
J&J SNACK FOODSAbout Shawn Munsell
Shawn C. Munsell is Senior Vice President & Chief Financial Officer of J & J Snack Foods, effective December 2, 2024; age 49 as of December 15, 2024, with a BA in Economics (University of Michigan–Flint) and an MBA from Chicago Booth . Company performance context during his tenure: FY2025 net sales were $1,583.2M (+1% YoY) and Adjusted EBITDA was $180.9M (-10% YoY); Q4 FY2025 Adjusted EBITDA was $57.4M . Over the last four reported years, the company’s cumulative TSR measured in the “Pay vs. Performance” disclosure outperformed its peer index (Company TSR 141.58 vs. peer 125.85 on a $100 base) and Adjusted EBITDA rose from $124.1M in FY2022 to $200.1M in FY2024 before moderating in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J & J Snack Foods | SVP & CFO | Dec 2024–present | Corporate finance oversight; signed FY2025 results 8‑K filings |
| Calavo Growers (Nasdaq: CVGW) | CFO | 2022–2024 | Restructured finance org; led strategic divestiture; implemented systems/processes to enhance profitability |
| Tyson Foods (NYSE: TSN) | SVP Finance & Accounting, Poultry Division (Division CFO) | 2018–2022 | Led large finance team across dozens of facilities for ~$14B division |
| Tyson Foods | VP & Treasurer | 2015–2018 | Managed capital structure, raised debt, oversaw stock repurchases |
| CF Industries | Various finance roles incl. VP Financial Evaluations & Corporate Treasurer | Prior to 2015 | Progressive finance leadership at nitrogen products manufacturer |
External Roles
No public company directorships or external board roles were disclosed for Mr. Munsell in the 2025 DEF 14A or appointment 8‑K .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $500,000 per year | |
| Target Annual Bonus | 75% of base salary, determined by Compensation Committee | |
| Sign‑on Bonus | $50,000 (net of taxes), payable within 30 days of start; subject to repayment if employment terminates within first 12 months | |
| Long‑Term Incentive (LTIP) Eligibility | Annual RSU awards valued at $400,000 under the Company’s LTIP | |
| Benefits | Eligible for group health insurance, 401(k), and benefits generally available to employees |
Performance Compensation
| Program | Metric | Target | Actual | Payout | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Non‑Equity Incentive (Company framework) | Adjusted EBITDA (primary), with committee discretion | FY2024 target $208.1M | FY2024 actual $200.1M | NEO payouts set at 98% of target (company‑wide) | N/A | CFO joined Dec 2024; framework governs future payouts |
| Performance RSUs (company design) | Cumulative Adjusted EBITDA over 2 fiscal years | 100% payout at $422.24M; 50% at $358.90M; 200% at $464.46M | N/A | Earned 50%–200% linearly vs. performance | Additional 1‑year service requirement post‑performance period | Company LTIP design from 2023 awards; CFO eligible to participate |
| Time‑Vesting RSUs (company design) | N/A | N/A | N/A | N/A | Vest in equal one‑third annual installments over 3 years | Applies to executive grants under LTIP; CFO eligible |
The Compensation Committee retains discretion; annual bonus targets range from 40%–100% of base salary across NEOs, with primary reliance on Adjusted EBITDA and qualitative factors .
Equity Ownership & Alignment
| Item | Disclosure | Source |
|---|---|---|
| Beneficial Ownership | Mr. Munsell was not individually listed in the beneficial ownership table as of Dec 15, 2024 (likely due to timing of appointment) | |
| Hedging/Pledging | Anti‑hedging policy prohibits hedging; anti‑pledging prohibits hypothecation/margin accounts for Executive Officers and Directors | |
| Insider Trading Policy | Preclearance required; blackout windows apply to covered insiders | |
| Ownership Guidelines | Director stock ownership guidelines (1,500 shares within 3 years); officer ownership guidelines not disclosed | |
| Deferred Compensation | Non‑qualified Deferred Compensation Plan effective Jan 1, 2025, available to NEOs and senior employees meeting thresholds |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start Date | December 2, 2024 | |
| Offer Letter | Base salary, 75% target bonus, $50,000 net sign‑on bonus (repayable if <12 months), annual RSUs ~$400,000; standard employee benefits | |
| Related Party Transactions | No direct or indirect material interest in any transaction requiring disclosure under Item 404(a); no family relationships requiring disclosure | |
| Severance/CoC (Offer Letter) | Not disclosed in appointment summary | |
| LTIP Award Terms (general) | Change in control: if awards not assumed, full vesting; if assumed and employment terminated without Cause or for Good Reason within 18 months post‑CoC, full vesting; otherwise, continue per terms. Death/disability or termination without Cause: pro‑rata vesting per plan. |
Board Governance and Compensation Oversight
- Compensation Committee: Independent directors Sidney R. Brown (Chair), Roy C. Jackson, Peter G. Stanley; responsibilities include executive compensation, severance/CoC provisions, equity programs, and consultant oversight .
- Clawback: Mandatory clawback policy for current/former executive officers for three completed fiscal years preceding any required restatement due to material non‑compliance .
- Say‑on‑Pay: At the Feb 12, 2025 meeting, votes on NEO pay were For: 17,203,402; Against: 443,921; Abstain: 60,098; Broker non‑votes: 1,172,788 . In 2024, ~97% approval supported the program .
Performance & Track Record (Company context under CFO tenure)
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Net Sales ($M) | — | — | $1,574.8 | $1,583.2 |
| Adjusted EBITDA ($M) | $124.1 | $181.6 | $200.1 | $180.9 |
| Net Earnings ($M) | $47.2 | $78.9 | $86.6 | $65.6 |
| EPS (Diluted, $) | — | — | $4.45 | $3.36 |
FY2025 reflected plant closure charges (~$24M) within a transformation program; Adjusted Operating Income and Adjusted EPS were $108.2M and $4.27, respectively .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for Executive Officers/Directors, reducing misalignment risk from collateralized holdings .
- Clawback: Mandatory recovery policy in restatement scenarios for executive incentive compensation .
- Related Parties: Appointment 8‑K states no related‑party transactions or family relationships requiring disclosure for Mr. Munsell .
- Governance Support: Strong say‑on‑pay results in 2025 and prior year shareholder support .
Compensation Structure Analysis
- Equity vs. Cash Mix: Offer letter includes meaningful equity via annual RSUs ($400k) alongside cash base ($500k) and at‑risk bonus (75% target), indicating alignment with long‑term value creation .
- Metric Design: Company relies primarily on Adjusted EBITDA for annual and performance equity awards, with explicit cumulative EBITDA thresholds and a discretionary overlay—supports pay‑for‑performance while allowing judgement in volatile environments .
- Governance Safeguards: Clawback and anti‑hedging/pledging policies, plus clear CoC/termination vesting mechanics in the LTIP, reduce risk of misaligned payouts or retention shocks .
Investment Implications
- Alignment: The mix of at‑risk bonus (75% target) and annual RSUs, combined with anti‑hedging/pledging and a robust clawback policy, aligns the CFO’s incentives with EBITDA execution and TSR outcomes while curbing adverse trading behaviors .
- Retention: Sign‑on cash ($50k net) and recurring RSU grants, plus LTIP CoC protections (accelerated vesting when not assumed or upon qualifying termination), mitigate near‑term retention risk amid ongoing business transformation initiatives and FY2025 non‑recurring charges .
- Execution Focus: Given FY2025 EBITDA moderation and programmatic transformation costs, the EBITDA‑centric incentive structure likely emphasizes cost discipline, margin mix, and project delivery; strong say‑on‑pay support indicates investor backing of the framework .