Stephen Every
J&J SNACK FOODSAbout Stephen Every
Stephen J. Every is Chief Operating Officer of The ICEE Company, a subsidiary of J & J Snack Foods, a role he has held since August 2021. He joined ICEE in 2009 as Director, Special Projects and was promoted in 2012 to Vice President of Sales, managing relationships with ICEE’s largest brand and service customers (Age: 61 as of December 15, 2023) . Company performance context during his tenure includes FY2024 record sales of $1.575 billion, adjusted EBITDA of $200.1 million, and gross margin of 30.9%, with NEO short‑term incentive payouts approved at 98% of target given $200.1 million vs. a $208.1 million EBITDA target and execution achievements . Shareholder return through the pay‑versus‑performance framework shows total shareholder return (value of $100) of $118.98 (2021), $102.64 (2022), $132.13 (2023), and $141.58 (2024), alongside adjusted EBITDA of $127.952 million (2021), $124.068 million (2022), $181.555 million (2023), and $200.085 million (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The ICEE Company (JJSF subsidiary) | Chief Operating Officer | Aug 2021–present | Senior operating leadership of ICEE |
| The ICEE Company | Vice President, Sales | 2012–2021 | Managed and developed relationships with ICEE’s largest brand and service customers in the USA |
| The ICEE Company | Director, Special Projects | 2009–2012 | Special projects leadership within ICEE operations |
External Roles
- No external public company directorships disclosed for Mr. Every in the executive officer biographies section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 320,000 | 330,523 | 342,953 |
| All Other Compensation ($) | 9,790 | 25,669 | 27,696 |
| Perquisites detail | — | — | Company‑owned automobiles and gas cards; 401(k) match (CEO also has club dues; perquisites are limited) |
Performance Compensation
Short‑Term Incentives (Annual Cash Bonus)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus ($) | — | — | 138,441 (grant 11/15/2023) |
| Actual Bonus Paid ($) | 128,000 | 171,270 | 135,673 |
| Payout vs Target | — | — | 98% of target for NEOs based on FY2024 performance |
| FY Performance context | — | NEI approved above target for NEOs given accomplishments despite plan shortfall | Adj. EBITDA $200.1m vs $208.1m target; operational milestones; payouts at 98% |
The Compensation Committee exercised discretion within a performance framework, tying NEO payouts to adjusted EBITDA and strategic/operational execution .
Long‑Term Incentives (Equity Awards Granted in FY2024 Cycle)
| Grant Date | Instrument | Units | Performance Metric / Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 11/17/2023 | PSUs (target/max) | 445 / 890 | Two‑year cumulative adjusted EBITDA with post‑performance 1‑year service requirement; 50% vest at $358.90m; 100% at $422.24m; 200% at $464.46m; linear interpolation | 74,933 |
| 11/17/2023 | Time‑vesting RSUs | 446 | Vests in equal 1/3 annual installments over 3 years | 75,102 |
Outstanding Equity Awards at FY‑End (as of 9/28/2024; share price $170.85)
| Grant Date | Type | Unvested Units (#) | Market Value ($) | Vesting / Performance Terms |
|---|---|---|---|---|
| 11/10/2021 | Time‑vesting RSUs | 161 | 27,507 | Equal 1/3 annual installments over 3 years |
| 11/16/2022 | Time‑vesting RSUs | 330 | 56,381 | Equal 1/3 annual installments over 3 years |
| 11/16/2022 | PSUs (target) | 990 | 169,142 | Two‑year cumulative adjusted EBITDA; 50% at $337.09m; 100% at $396.57m; 200% at $436.23m; +1‑year service |
| 11/17/2023 | Time‑vesting RSUs | 446 | 76,199 | Equal 1/3 annual installments over 3 years |
| 11/17/2023 | PSUs (target) | 445 | 76,028 | Two‑year cumulative adjusted EBITDA; 50% at $358.90m; 100% at $422.24m; 200% at $464.46m; +1‑year service |
FY2024 company performance: adjusted EBITDA $200.1m vs $208.1m target; cumulative EBITDA PSU metrics measured over two years with an added service year before vest .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,260 shares (<1% of outstanding; 19,478,884 shares outstanding as of 12/15/2024) |
| Hedging/Pledging | Executive officers are prohibited from hedging and from hypothecating/pledging Company shares (includes margin accounts) |
| Clawback | Mandatory clawback policy for erroneously awarded incentive compensation in event of restatement, aligned with SEC/Nasdaq rules |
| Section 16 Compliance | Company reports all required insider filings were timely in FY2024 |
Employment Terms
| Scenario (as of 9/28/2024 assumptions) | Estimated Value |
|---|---|
| Death or termination other than for Cause (including Disability) | $197,673 |
| Change in Control and terminated without Cause or for Good Reason, or awards not assumed | $377,749 |
- Notes: Values assume stock price of $170.85 and PSUs earned at 100% of target for illustration, per proxy methodology .
- Deferred Compensation: A non‑qualified deferred compensation plan was approved in December 2024 (effective Jan 1, 2025) and is available to NEOs and eligible leaders for tax planning .
- Insider Trading Controls: Preclearance and blackout windows apply to covered persons under Company policy .
Compensation Structure Analysis
- Mix and trends: Mr. Every’s base salary rose modestly over the last three years ($320,000 → $330,523 → $342,953), while equity grant fair value varied ($150,050 in 2022, $225,052 in 2023, $150,035 in 2024). His annual bonus moved with performance ($128,000 in 2022, $171,270 in 2023, $135,673 in 2024) .
- Incentive metrics: Short‑term incentives were aligned to Company performance (FY2024 NEO payout at 98% of target after delivering $200.1m adjusted EBITDA vs. $208.1m target and notable operational achievements), while long‑term PSUs are keyed to two‑year cumulative adjusted EBITDA with an added 1‑year service requirement, creating multi‑year performance and retention linkage .
- Risk controls and alignment: Anti‑hedging/pledging prohibitions and a mandatory clawback policy reinforce alignment and mitigate governance risk .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: Approximately 97% of shareholders approved the advisory say‑on‑pay vote at the 2024 annual meeting; the Committee made no significant changes to FY2024 programs, maintaining performance emphasis .
Performance Context (Company‑Level Reference)
| Fiscal Year | TSR (Value of $100) | Net Earnings ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|
| 2021 | 118.98 | 55,607 | 127,952 |
| 2022 | 102.64 | 47,235 | 124,068 |
| 2023 | 132.13 | 78,906 | 181,555 |
| 2024 | 141.58 | 86,551 | 200,085 |
- FY2024 operational highlights included completion of three regional distribution centers and product innovation initiatives; record sales ($1.575b), adjusted EBITDA ($200.1m), and gross margin (30.9%) were noted .
Investment Implications
- Alignment and retention: Mr. Every’s unvested RSUs and multi‑year PSUs (with two‑year cumulative EBITDA tests and a post‑performance service condition) create clear retention hooks and performance alignment; anti‑hedging/pledging and a clawback policy strengthen governance posture .
- Near‑term selling pressure: Time‑based RSUs vest ratably over three years (2019–2024 grants), and PSUs (if earned) settle after measurement and service conditions—these events can create periodic liquidity needs around vesting dates, although pledging is prohibited .
- Pay‑for‑performance: FY2024 NEO bonus payouts at 98% of target against a near‑miss on adjusted EBITDA, combined with rising adjusted EBITDA and TSR, indicate the Committee’s balanced use of quantitative metrics with operational judgement; Mr. Every’s variable pay remains sensitive to Company‑level EBITDA performance .
- Ownership: Beneficial ownership of 5,260 shares (<1%) suggests modest direct exposure, offset by meaningful outstanding equity awards; absence of pledging and mandatory preclearance mitigate trading‑related governance risk .