Vincent Melchiorre
J&J SNACK FOODSAbout Vincent A. Melchiorre
Independent director at J&J Snack Foods since 2013; age 64; chair of the Nominating & Corporate Governance Committee and member of the Audit Committee. He has ~40 years of food industry operating experience, including SVP roles at Bimbo Bakeries USA (2010–2022), J&J Snack Foods (SVP – Food Group, 2007–2010), George Weston Foods (SVP, Bread & Roll, 2006–2007), Tasty Baking (SVP Sales & Marketing, 2003–2006), and earlier at Campbell Soup Company culminating as VP Marketing of Pepperidge Farm (1982–2002) . The Board has formally determined he is independent under Nasdaq rules and has no business, financial, family, or other relationship with J&J .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bimbo Bakeries USA | Senior Vice President | Sep 2010 – Dec 2022 | Large-scale food ops leadership across fresh, frozen, shelf-stable; finance/IT/ops/sales/marketing oversight |
| J&J Snack Foods | Senior Vice President – Food Group | Jun 2007 – Aug 2010 | Operating leadership; deep knowledge of company, category execution |
| George Weston Foods | SVP, Bread & Roll business | May 2006 – Jun 2007 | Category P&L leadership |
| Tasty Baking Company | SVP, Sales & Marketing | Jan 2003 – Apr 2006 | Commercial leadership |
| Campbell Soup Company / Pepperidge Farm | Various roles; VP Marketing (Pepperidge Farm) | 1982 – 2002 | Brand/marketing leadership in scaled CPG |
External Roles
- No current or recent (past five years) public company directorships disclosed for Mr. Melchiorre in the company’s proxy biography section .
Board Governance
| Topic | Details |
|---|---|
| Independence | Independent director per Nasdaq rules; no business/financial/family relationship with J&J |
| Committees | Audit Committee (member); Nominating & Corporate Governance Committee (Chair) |
| Committee activity levels | Audit Committee met 7 times in FY2024; Nominating & Governance met 3 times |
| Board meetings & attendance | Board held 4 regular meetings; each director met at least 75% of total Board and committee meetings except Mr. Shreiber and Mr. Brown (i.e., Melchiorre met the attendance threshold) |
| Executive sessions | Independent directors meet in executive session before/after regular Board meetings |
| Ownership guidelines | Non-employee directors must hold 1,500 shares within 3 years; all current non-employee directors meet guideline except Mr. Jackson (Melchiorre meets guideline) |
| Board structure | 8 directors; 5 independent; Audit/Comp/Nominating comprised entirely of independent directors |
| Leadership | CEO also serves as Chairman since Nov 2023 (combined role) |
| Audit Committee financial expert | Audit Committee states it does not have an “Audit Committee Financial Expert” as defined by SOX §407 |
Implications:
- Positives: Independent status, strong attendance, chairs the nominating committee, and works within a board that runs regular executive sessions and maintains director stock ownership guidelines .
- Watch items: Lack of an Audit Committee Financial Expert designation; combined CEO/Chair structure may reduce independent counterbalance at the board level .
Fixed Compensation (Director)
| Item | Amount/Terms | Source |
|---|---|---|
| Annual non-employee director fee | $155,000 cash/electable into stock | |
| Additional chair fees | Audit Committee Chair: +$10,000 (no additional fee disclosed for Nominating Chair) | |
| Mr. Melchiorre – FY2024 fees | $155,000 (took cash; no stock election disclosed) |
Notes:
- Plan allows directors to elect all/part of the fee in shares at fair market value on payment date (for 2024, only Mr. Jackson and Ms. Meder elected partial stock) .
Performance Compensation (Director)
| Component | Metrics | Terms |
|---|---|---|
| None disclosed | N/A | Non-employee director pay is a fixed retainer (no performance-based director equity or options disclosed) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Melchiorre .
- Compensation committee interlocks: Company discloses none among executive officers; no interlock issues identified involving Mr. Melchiorre .
Expertise & Qualifications
- Food industry operator with ~40 years’ experience across fresh/frozen/shelf-stable segments; leadership roles spanning finance, IT, operations, sales, and marketing .
- Governance experience as Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee .
- Identified board skills: industry experience, sales & marketing, management experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vincent A. Melchiorre | 3,000 | <1% | Listed in beneficial ownership table (compliant with 1,500-share guideline) |
Policies and alignment:
- Director stock ownership guideline: 1,500 shares within 3 years (met) .
- Anti-hedging/anti-pledging: Company prohibits hedging and pledging/hypothecating company stock absent prior approval; policy applies to directors .
Insider Trades (reference links)
Note: These are direct SEC links to his historical Section 16 filings; see filings for transaction details and dates. A company-hosted Form 4 is also archived here: https://investors.jjsnack.com/static-files/55ac5af4-93f3-4307-95c9-53f1af9645d6
Related-Party Exposure and Conflicts
- Independence: Board explicitly deems Mr. Melchiorre independent with no material relationships to J&J .
- Related-party transactions: Company discloses several family-related employment/transactions (Shreiber, Roshkoff, Every, Fachner family members), but none involve Mr. Melchiorre .
- Code and review: Related-party transactions subject to review by the Nominating & Governance Committee (which Mr. Melchiorre chairs) for arms-length terms; conflicted directors are recused .
Say-on-Pay & Shareholder Feedback (context)
- Say-on-pay approval ~97% at 2024 annual meeting; compensation committee noted strong support and maintained program design in FY2024 .
Governance Assessment
- Strengths: Independent director with deep sector operating expertise; chairs the Nominating & Governance Committee; solid attendance; adheres to stock ownership guidelines; subject to anti-hedging/anti-pledging policies—supportive of alignment and oversight .
- Risks/Red flags to monitor:
- Audit Committee lacks a designated “financial expert” under SOX—could be perceived as a gap in financial oversight sophistication despite member experience .
- Combined CEO/Chair structure can reduce independent board leadership; places greater responsibility on committee chairs, including Mr. Melchiorre, to ensure robust governance practices .
- Broader company related-party footprint (founder/family ties and executive family employment) elevates the importance of rigorous conflict review by the committee Mr. Melchiorre chairs .
- Positive structural shift: Founder’s special multi-vote board rights cease when he leaves the board post-2025 meeting, reducing entrenchment risk and enhancing one-director/one-vote parity going forward .