Sidney Brown
J&J SNACK FOODSAbout Sidney R. Brown
Sidney R. Brown, age 67, has served as an independent director of J&J Snack Foods since 2003. He is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. Brown is Chief Executive Officer of NFI Industries, a global supply chain solutions provider, and brings deep expertise in management, finance, M&A, and transportation/logistics . The Board has specifically determined he is independent, notwithstanding services provided by NFI to JJSF, based on the amounts involved and the relative revenue levels of both companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NFI Industries, Inc. | Chief Executive Officer | Not disclosed | Management of a large organization; strategic acquisitions; freight transportation and supply chain expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FS Specialty Lending Fund | Director | Not disclosed | Specialty finance investing in income-oriented securities of private energy-related companies |
| Cooper Health Systems | Board of Trustees member | Not disclosed | Non-profit health system governance in Southern New Jersey |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Brown is independent despite NFI services (transportation & supply chain solutions, operation of regional DCs, lease of Texas regional DC building) due to amounts and relative revenues .
- Engagement: Independent directors hold executive sessions without management before or after regularly scheduled Board meetings; directors attended the February 2024 Annual Meeting virtually, except Mr. Shreiber .
- Committee activity: Compensation Committee met 3 times in fiscal 2024; Audit Committee met 7 times in fiscal 2024 .
- Ownership guidelines: Non-employee directors must hold 1,500 shares within 3 years; all currently meet this guideline except Mr. Jackson (appointed May 2022) .
- Anti-hedging/pledging policy: Directors are prohibited from hedging or pledging JJSF stock absent committee approval .
Fixed Compensation
| Component | Structure | Amount/Detail | 2024 Outcome |
|---|---|---|---|
| Annual Director Fee | Cash or shares (election) | $155,000 annual fee for each non-employee director | Brown received $155,000; no other compensation |
| Committee Chair Fee | Audit Chair only | +$10,000 for Audit Committee Chair | Not applicable to Brown (Comp Chair) |
| Form/Election | May elect shares at payment date FMV | Share election optional; number of shares = fee divided by closing price | Brown elected cash (no shares elected in 2024) |
Performance Compensation
- Director equity: No RSU/PSU/option awards for non-employee directors disclosed; directors can only elect to receive annual fees in shares; Brown took cash in 2024 .
- Committee oversight of executive incentive plans (Brown as Chair): November 19, 2024 grants to NEOs comprised time-vesting and performance-vesting units. Performance units vest upon achieving a cumulative two-year adjusted EBITDA target, with an additional service year required post-achievement; time-vesting units vest in equal thirds over 3 years. 2024 non-equity incentive payouts were approved at 98% of target given adjusted EBITDA at ~96% of plan and broader strategic accomplishments. Clawback policy mandates recovery of erroneously awarded incentive comp upon accounting restatements per SEC/Nasdaq rules .
| Metric/Plan Element | Details | Vesting/Outcome | Notes |
|---|---|---|---|
| Adjusted EBITDA performance units (NEOs) | Cumulative two-year adjusted EBITDA target drives vesting | Vest upon target achievement plus one additional service year | Committee applies discretion considering strategic objectives/responsibilities |
| Time-vesting units (NEOs) | Three-year service-based vest | Vest in equal 1/3 annually on grant anniversary | Grants made Nov 19, 2024 |
| 2024 Non-Equity Incentive Payout | 98% of target approved | Based on Company performance; adjusted EBITDA ~96% of plan | Committee recognized long-term impact of accomplishments |
| Clawback Policy | Mandatory recovery if restatement due to material noncompliance | Applies to current/former executive officers for prior 3 completed fiscal years | Aligned with SEC/Nasdaq requirements |
Other Directorships & Interlocks
| Entity | Type | Relationship to JJSF | Potential Interlock/Conflict |
|---|---|---|---|
| NFI Industries (Brown is CEO) | Supplier/Service provider | Provides transportation & supply chain services; operates regional DCs; leases Texas DC building to JJSF | Related-party exposure; Board determined independence based on amounts and relative revenues; transactions subject to governance review |
| FS Specialty Lending Fund | Specialty finance | No disclosed transactions with JJSF | None disclosed |
| Cooper Health Systems | Non-profit | No disclosed transactions with JJSF | None disclosed |
Expertise & Qualifications
- Management Experience; Finance; Mergers & Acquisitions; Transportation/Logistics .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Sidney R. Brown | 17,284 | * (<1%) | Includes 14,469 shares held in the Sidney and Sandy Brown Foundation (Brown is a Trustee) |
| Shares Outstanding (reference) | 19,478,884 | — | As of December 15, 2024 |
| Ownership Guidelines | 1,500 shares within 3 years | — | Brown meets guideline |
| Hedging/Pledging | Prohibited absent approval | — | Anti-hedging/pledging policy applies to directors |
Insider Trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| January 15, 2020 | Form 4 | Filing indicating director relationship; details in filing | |
| November 26, 2019 | Form 4 | Statement of changes in beneficial ownership; see SEC text filing | |
| January 17, 2020 | Form 4 | Company investor site index to Brown Form 4 |
Note: The company reports all Section 16(a) filing requirements for directors were complied with during fiscal 2024 .
Governance Assessment
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Strengths:
- Long-tenured independent director with domain expertise; Chair of Compensation Committee overseeing incentive risk assessment and clawbacks .
- Strong shareholder support on say-on-pay (97% approval at 2024 Annual Meeting), signaling investor confidence in compensation oversight .
- Independent director executive sessions and ownership guidelines; Brown complies with share ownership requirements .
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Oversight posture:
- Compensation Committee responsibilities include CEO/NEO pay decisions, equity grants, incentive plan objectives, severance/change-in-control structures, and authority over external advisors; met 3 times in FY2024 .
- Risk assessment of incentive programs concluded structures are appropriately designed and not reasonably likely to create material adverse effects .
-
RED FLAGS / Watch items:
- Related-party exposure: NFI Industries (Brown is CEO) provides services and leases facilities to JJSF; Board determined independence given amounts and relative revenues, but dollar amounts are not disclosed in the proxy. Ensure robust recusal and Related Party Transaction procedures (Nominating Committee review; no participation by interested directors) are followed for any transactions over $120,000 .
- Combined Chair/CEO structure (Chairman Fachner): increases importance of independent committee leadership and executive sessions for balanced oversight .
- Audit Committee currently lacks a designated “financial expert” under SOX 407; while members’ backgrounds are cited, this can be viewed as a governance gap by some investors .
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Alignment controls:
- Anti-hedging and anti-pledging policy for directors; insider trading preclearance; reported compliance with Section 16 filings in FY2024 .
- Director compensation is a flat retainer without meeting fees; no performance equity grants to directors; optional fee election into stock supports alignment, though Brown elected cash in 2024 .
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