Scott J. Bowman
About Scott J. Bowman
Scott J. Bowman, age 58, was appointed Chief Financial Officer of The Joint Corp. effective June 10, 2025; he is a CPA with an MBA from Emory’s Goizueta Business School and a B.S. in Accounting and Finance from Miami University (Ohio) . He brings three decades of public and private company CFO experience across restaurants, retail, and CPG, including prior CFO roles at Leslie’s Inc. (2023–2025), True Food Kitchen (2021–2023), Dave & Buster’s (2019–2021), and Hibbett (2012–2019), plus senior finance roles at The Home Depot, Newell Rubbermaid, and Sherwin-Williams . He joined as the company executes a multiphase strategy to reignite growth, reduce overhead, and transform into a pure play franchisor . Entering his tenure, 2024 company context included system-wide sales of $530.3 million (+9% YoY), revenue from continuing operations of $51.9 million (+10% YoY), adjusted EBITDA of $2.7 million, net loss from continuing operations of $1.5 million, and negative cumulative TSR over recent years as reflected in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leslie’s Inc. | Chief Financial Officer | 2023–2025 | Led finance at $1.5B public pool retailer; capital markets and transformation experience |
| True Food Kitchen | Chief Financial Officer | 2021–2023 | Growth-stage CFO for $270M private restaurant concept rooted in nutritional science |
| Dave & Buster’s Entertainment, Inc. | Chief Financial Officer | 2019–2021 | CFO for $1.4B public dining/entertainment company |
| Hibbett, Inc. | Chief Financial Officer | 2012–2019 | CFO for $1B public athletic specialty retailer (subsequently acquired by JD Sports) |
| The Home Depot; Newell Rubbermaid; Sherwin-Williams | Senior finance and audit roles | 1990s–2012 | Increasing responsibility across corporate finance and audit, including divisional CFO at Home Depot and audit at Sherwin-Williams |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No director/related party roles disclosed at appointment; no Item 404 transactions; no family relationships with directors/executives |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $390,000 | Annual; subject to Board review |
| Benefits | Health/vision/dental; 401(k) eligibility | Standard executive plans; company reserves right to amend/terminate plans |
| Contract Term | 1-year initial; auto-renews in 1-year increments | Ninety-day notice required for non-renewal |
Performance Compensation
| Incentive Type | Metric | Weighting/Target | 2025 Specifics | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Short-Term Incentive Plan (STIP) | Company performance metrics (aligned to company’s EBITDA target framework) | Up to 50% of base salary for CFO | 2025 bonus pro-rated based on time in role; subject to Board approval | Company-wide STIP funds only if combined pool ≥85% threshold; payouts pro rata vs eligibility caps | Paid following audit; employment at payment date required |
| Annual Equity (RSUs/Options under 2024 Plan) | Long-term value creation | Target value equal to 50% of annual salary | Granted annually per Plan; 4-year vest schedule | Subject to grant agreements; forfeiture if conditions unmet | 25% on each of first four anniversaries of grant date |
| Initial Equity Grant (2025) | Inducement grant value | $250,000 | Granted at commencement; 4-year vest; form and instruments per equity grant agreements | Subject to Plan grant agreements and forfeiture terms | 25% annually over four years from grant date |
Equity Ownership & Alignment
| Item | Status | Detail |
|---|---|---|
| Beneficial Ownership at Appointment | 0 shares | Form 3 filed June 12, 2025 shows no securities beneficially owned at appointment |
| Ownership as % of SO | 0% | Based on Form 3; % computed off reported zero holdings |
| Vested vs Unvested | Not disclosed | Equity instruments/value disclosed; specific instruments/shares to be set by grant agreements |
| Stock Ownership Guidelines | Required multiple | Other §16 Officers must hold 2x annual total cash compensation within 5 years |
| Compliance Status | New hire | 5-year compliance window applies; CEO and CFO covered by guidelines |
| Pledging/Hedging | Prohibited | Executives/directors prohibited from short selling, hedging/derivatives, margin accounts or pledging |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Start Date | Effective June 10, 2025 | Appointment and employment agreement effective |
| Reporting Line | CEO | CFO reports to President & CEO |
| Severance (after 1 year of service) | Without Cause or Good Reason resignation | Severance equal to “50% of six (6) months of Base Salary,” paid as salary continuation, starting ~60 days post-separation; if 60-day period crosses calendar years, payment begins in second year per 409A; release required |
| COBRA | Reimbursement | Company reimburses COBRA for 6-month severance period, net of active employee cost share |
| Non-Compete | 12 months | No substantially similar services to competitive activity within 25-mile radius of company/franchise locations |
| Non-Solicit | 12 months | No solicitation/diversion of clients; no poaching employees; general ads permitted |
| Confidentiality/Trade Secrets | Ongoing | Use/disclosure prohibited except as required by law; DTSA whistleblower notice included |
| Clawback | Adopted 2023 | Executive Officer Clawback Policy compliant with SEC and Nasdaq rules for restatements (effective for awards on/after Oct 2, 2023) |
| Insider Trading Policy | Adopted | Filed as Exhibit 19.1 to 2024 Form 10-K; policy governs directors, officers, employees |
Vesting Schedules and Potential Insider Selling Pressure
- Initial 2025 equity grant vests 25% per year over four years starting at commencement, creating scheduled delivery dates that may serve as potential liquidity points; specific instrument mix and share counts to be defined in executed grant agreements .
- Anti-hedging/pledging rules materially limit monetization strategies (no margin pledging, no derivatives), reducing forced-selling risk dynamics compared to peers that permit pledging .
Compensation Structure vs Performance Metrics
- STIP is rooted in company-level performance metrics with governance indicating historical use of EBITDA target thresholds and combined pool funding mechanics, aligning variable cash to operational outcomes and requiring pool ≥85% threshold unless discretionary approval is granted .
- Annual equity and inducement grants use four-year ratable vesting to encourage longer-term value creation; change-of-control acceleration is not disclosed for CFO’s grants (unlike CEO inducement grants which provide accelerated vesting on change-of-control), implying standard vest for CFO unless future grant agreements specify otherwise .
Track Record, Value Creation, and Execution Risk
- Bowman’s prior CFO roles span transformation and growth-stage environments in multi-unit consumer/service businesses, emphasizing capital markets, strategic planning, operations, and investor relations capabilities that are directly relevant to JYNT’s refranchising and pure-franchisor pivot .
- Company context into 2025 includes system-wide sales growth (+9% YoY to $530.3M), continued membership-driven recurring revenue, yet negative net income and negative TSR in prior years per pay-versus-performance data, underscoring the execution imperative for profitability improvements and capital efficiency .
Equity Ownership & Alignment Table
| Metric | 2025 |
|---|---|
| Beneficial Ownership (shares) | 0 |
| Ownership (%) | 0% (based on zero holdings) |
| Stock Ownership Guideline | 2x annual total cash compensation; 5-year compliance window |
| Pledging/Hedging Allowed? | No (short, hedging/derivatives, margin/pledging prohibited) |
Fixed Compensation Table
| Metric | 2025 |
|---|---|
| Base Salary ($) | $390,000 |
| Benefits | Health/vision/dental; 401(k) eligibility |
| Contract Term | 1-year initial; auto-renew annual |
Performance Compensation Table
| Metric | 2025 |
|---|---|
| STIP Target (% of Salary) | Up to 50% (pro-rated in 2025) |
| Primary STIP Metric | Company performance metrics aligned to EBITDA target and combined pool funding |
| Annual Equity Target | 50% of salary; 4-year vest (25% annually) |
| Initial Inducement Equity (Value) | $250,000; 4-year vest |
Employment Terms Table
| Term | Provision |
|---|---|
| Severance Eligibility | After 1 year of service |
| Severance Amount | “50% of six months of Base Salary”; salary continuation starting ~60 days post-separation per 409A |
| COBRA Reimbursement | 6 months; net of active employee contributions |
| Non-Compete | 12 months; 25-mile radius of company/franchise locations |
| Non-Solicit | 12 months (clients, employees) |
| Clawback | Executive Officer Clawback Policy (2023) |
| Anti-Hedging/Pledging | Prohibited |
Investment Implications
- Alignment: CFO variable cash tied to company performance (EBITDA-based STIP), plus multi-year equity vesting, with strict anti-hedging/pledging and a 2x cash compensation stock ownership guideline (5-year timeframe), supporting pay-for-performance alignment and discouraging short-term monetization .
- Retention risk: Severance is modest (“50% of six months” base) and only after one year; strong restrictive covenants (non-compete/non-solicit) and confidentiality lower competitive exit risk but offer limited financial severance protection versus peers, which can be a recruitment/retention consideration .
- Execution focus: Bowman’s multi-unit consumer CFO background matches the refranchising and asset-light pivot, with near-term KPIs in system-wide sales, comps, clinic count, and adjusted EBITDA central to potential STIP outcomes; improving profitability and leverage as a pure franchisor is the core equity value lever under his finance leadership .
- Trading signals: Form 3 shows zero initial beneficial ownership; forthcoming equity grants with 4-year vesting create scheduled vest dates but anti-hedging/pledging rules limit leverage-related selling pressure, reducing near-term insider-driven overhang risk absent Form 4 activity .