Jason McDonell
Leslie'sAbout Jason McDonell
Jason McDonell, age 51, was appointed Chief Executive Officer and Director of Leslie’s effective September 9, 2024, bringing nearly 30 years of retail and consumer products experience, including senior roles at Advance Auto Parts, PepsiCo, and Procter & Gamble; he holds a BBA from Wilfrid Laurier University and completed executive leadership programs at Harvard Business School . Company performance context during his onboarding: FY2024 Adjusted EBITDA was $108.7M versus a $180.0M target (no annual bonuses paid), and FY2024 net income was a loss of $23.4M; the Pay vs. Performance table shows the company’s IPO-to-FY2024 TSR value per $100 invested at $13.18 versus peer group $71.20 . The company’s PSU programs are tied to cumulative Adjusted Net Income and revenue, with 2023–2024 actuals missing thresholds materially (Adjusted Net Income $50.0M; Revenue $2,781.3M), resulting in forfeiture of certain PSU tranches .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advance Auto Parts | EVP, Merchandising, Marketing & e-Commerce | Mar 2021–Dec 2023 | Drove omnichannel growth across $11B portfolio; managed 200+ suppliers and $4B inventory; led global teams |
| Advance Auto Parts | EVP & Chief Marketing Officer | Jul 2019–Feb 2021 | Re-launched DieHard brand; advanced omnichannel capabilities (Advance Same Day) |
| PepsiCo Foods Canada | President & GM | 2015–2019 | Full P&L responsibility for $2.5B division (Frito-Lay and Quaker) across U.S. and Canada operations |
| Procter & Gamble | Brand Management (early career) | Not disclosed | Foundational brand management experience |
External Roles
| Organization | Role | Years | Committees |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Director nominees summary indicates 0 other public boards for McDonell |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $850,000 (per appointment terms) | $850,000 (no change disclosed) |
| Target Bonus (% of Salary) | Not eligible FY2024 | 100% |
| Sign-on Bonus ($) | $350,000 (paid on first payroll after start; 12-month repayment if resign/for-cause) | — |
| Relocation Benefit (cap) ($) | Up to $30,000 | — |
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Structure | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY2024 program design; CEO not eligible FY2024) | Adjusted EBITDA | 100% | Threshold $160.0M → 25%; Target $180.0M → 100%; Max $200.0M → 200% | Actual $108.7M → 0% payout (no bonuses earned) | Annual plan (not applicable to McDonell in FY2024) |
| Annual Cash Bonus (FY2025) | Adjusted EBITDA (program metric) | Not disclosed | CEO bonus target set at 100% of salary | Not yet disclosed | Annual plan |
| Long-term Equity – RSUs (Sep 2024 grant) | Time-based | — | Grant date fair value $1,150,000; 396,552 RSUs | N/A | Vests 25% annually over 4 years |
| Long-term Equity – PSUs (Dec 2024 grant) | Adjusted Net Income (cumulative) | 75% | 2-year performance period covering FY2024–FY2025; 0–200% of target; payouts 50% in Q1 FY2026 and 50% in Q1 FY2027 | Tracking below target across NEOs (program context) | 50% payout in Q1 FY2026; 50% in Q1 FY2027 if earned; continued employment required |
| Long-term Equity – PSUs (Revenue component) | Revenue (cumulative) | 25% | Same as above | Same as above | Same as above |
RSU Vesting Schedule (McDonell Sep 9, 2024 grant)
| Vest Date | Shares Vesting |
|---|---|
| Sep 9, 2025 | 92,388 |
| Sep 9, 2026 | 92,388 |
| Sep 9, 2027 | 92,388 |
| Sep 9, 2028 | 92,388 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Dec 31, 2024) | 0 shares; “—” indicated in table (under 60-day vesting test) |
| Shares Outstanding (Dec 31, 2024) | 185,208,018 |
| Ownership % | 0.0% (based on table presentation) |
| Unvested RSUs (FY2024 YE) | 396,552; market value $1,134,139 (at $2.86/share on Sep 27, 2024) |
| Options – Exercisable/Unexercisable | None disclosed for McDonell |
| PSUs – Unvested | December 2024 grant (count not disclosed in outstanding awards table) |
| Stock Ownership Guidelines | CEO: 6x base salary; 50% net share retention until guideline met |
| Compliance Status | All NEOs serving on record date complied by holdings or retention ratio |
| Hedging/Pledging | Prohibited for executive officers and directors; no margin accounts or pledging allowed |
Employment Terms
| Term | Details |
|---|---|
| Appointment Effective Date | September 9, 2024 |
| Severance Plan Participation | Executive Severance Plan; individualized enhancement for CEO |
| Cash Severance – Involuntary Termination (No Cause) | 18 months of monthly payments equal to 1/12 of (annual base pay + annual target bonus); for McDonell, $2,125,000 cash severance illustrative at FY2024 YE |
| COBRA Reimbursement | $39,246 (illustrative at FY2024 YE) |
| Change of Control Treatment | Upon qualifying termination following CoC: cash severance as above, plus accelerated RSUs ($1,134,139), PSUs not accelerated; total $3,298,385 (valued at $2.86/share) |
| Non-Compete/Restrictive Covenants | Bound by covenants in Section 5 of the Severance Plan; agreement signed Aug 20, 2024 |
| Related Party Transactions | None for McDonell (Item 404(a) disclosure) |
| Clawback Policies | Nasdaq-compliant clawback; Plan includes restatement-related clawback covering time- and performance-based awards for 3 prior fiscal years |
| Pension/Deferred Comp | No defined benefit pension or non-qualified deferred compensation plans |
Board Governance
- Board Service: Joined Leslie’s Board concurrently with CEO appointment on September 9, 2024 .
- Committees: None; director nominees summary shows 0 committee memberships for McDonell (typical for management directors) .
- Independence: As CEO, not an independent director; committee roles reserved for non-employee directors per governance charters .
- Director Compensation Program (non-employee directors): Annual cash retainers—Chair $150,000; Board Member $75,000; Lead Independent $25,000; Committee Chairs/Members as listed; annual RSU grants of $125,000 on election/re-election, vesting at next annual meeting or 1-year anniversary .
- Ownership Guidelines (Directors): 5x annual cash retainer; 50% retention until met; all non-employee directors in compliance at record date .
Director Compensation
| Component | Amount/Policy |
|---|---|
| Non-Executive Chairman Retainer | $150,000 |
| Board Member Retainer | $75,000 |
| Lead Independent Director | $25,000 |
| Audit Committee Chair/Member | $25,000 / $10,000 |
| Compensation Committee Chair/Member | $15,000 / $10,000 |
| Nominating & Corporate Governance Chair/Member | $10,000 / $5,000 |
| Equity Compensation | RSUs at $125,000 per election/re-election, pro-rated for initial appointments; 1-year vest |
Performance & Track Record
| Measure | FY 2024 Result | Context |
|---|---|---|
| Adjusted EBITDA | $108.7M (below $160.0M threshold) | No annual bonuses paid due to underperformance |
| Net Income (Loss) | $(23.4)M | Pay vs. Performance disclosure |
| TSR (IPO-to-FY2024) | Company: $13.18; Peer Group: $71.20 (value of $100 invested) | Historical stock performance context |
| PSUs (2023–2024 tranche) | 0% earned (Adjusted Net Income $50.0M; Revenue $2,781.3M vs thresholds) | Second tranche did not vest |
Say-on-Pay & Shareholder Feedback
- 2023 Say-on-Pay approval: 98.2% support (shares voted) .
- 2025 Board recommendations: “FOR” director nominees, auditor ratification, NEO compensation, Removal Amendment, and officer exculpation amendment .
Compensation Structure Analysis
- Equity-heavy incentives with RSU and PSU mix; CEO received off-cycle RSUs at hire and PSUs aligned to two-year performance period starting FY2024—promotes long-term value creation but near-term cash bonus exposure remains at 100% of salary for FY2025 .
- Rigorous metrics: Adjusted EBITDA for annual bonus; PSUs tied to cumulative Adjusted Net Income (75%) and revenue (25%), with 0–200% payout scales and deferred payout schedule—reduces short-termism and can temper insider selling pressure .
- Governance safeguards: Strong clawback coverage, prohibition on hedging/pledging, and stringent ownership guidelines (CEO 6x salary; 50% share retention) support alignment and mitigate risk of misaligned pay outcomes .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives and directors (mitigates misalignment risk) .
- Related Party Transactions: None disclosed for McDonell .
- Change-of-Control Terms: Double-trigger structure implied by “qualifying termination following a change of control,” with RSU acceleration but PSUs not accelerated—limits windfall risk; cash severance equals salary+target bonus over 18 months .
- Exculpation Amendment: Proposal seeks officer liability limitations (governance context) .
Compensation Committee Analysis
- Committee composition: Seth Estep (Chair), Lorna Nagler, Maile Naylor, Claire Spofford; independent oversight and CD&A inclusion recommended by committee .
- Consultant: FW Cook engaged for market review, peer analysis, and LTI design; pay program emphasizes at-risk compensation and market alignment .
Equity Ownership & Vesting Pressure Indicators
| Factor | Observation |
|---|---|
| Near-term vesting | First RSU tranche vests Sep 9, 2025 (92,388 shares), then annually through 2028—creates predictable calendar-based vest opportunities |
| 50% net retention rule | Required until CEO meets 6x salary guideline—reduces sell pressure at vest |
| PSUs payout timing | Deferred to FY2026 and FY2027, contingent on 2-year goals—limits short-term monetization |
Board Governance (Dual-role implications)
- McDonell serves as CEO and Director, but holds no committee seats; compensation, audit, and nominating committees operate under charters with non-employee directors, preserving independence of oversight .
- Dual-role implication: As a management director, he is not independent; however, independent committees and chair roles mitigate concentration of power and reduce CEO-Chairman conflicts (Chair role held by John Strain during transition) .
Investment Implications
- Alignment: Strong ownership guidelines and anti-hedging/pledging policies, plus a heavy PSU/RSU mix tied to multi-year performance, signal long-term alignment and may temper insider selling pressure around vest dates .
- Retention risk: Enhanced severance (18-month salary+bonus) and off-cycle RSU/PSU grants provide retention glue through FY2027; covenants under Severance Plan add enforcement leverage .
- Pay-for-performance: With FY2024 underperformance (zero bonus; PSU tranche forfeiture), FY2025 bonus outcomes will hinge on Adjusted EBITDA; PSU attainment remains the key lever for realizable pay, aligning with earnings and revenue recovery trajectories .
- Governance: Independent compensation oversight, robust clawbacks, and committee structures reduce governance risk despite CEO-director dual role; proposed officer exculpation amendment merits monitoring for shareholder sentiment impact .