Dean Janeway
About Dean Janeway
Dean Janeway (age 81) has served as an independent director of Mama’s Creations since 2012, with deep leadership experience across corporate strategy, operations, and finance in the food industry. He earned a B.A. in Marketing from Rutgers University and is designated by the Board as an “audit committee financial expert.” His long-tenured background includes President & COO of Wakefern Food Corp. and chairmanship of the National Grocers Association, positioning him as a governance and wholesale distribution expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wakefern Food Corp. | President & COO; earlier leadership roles across accounting, merchandising, dairy-deli, frozen foods; oversight of procurement, marketing, advertising, logistics | 1966–2011 | Led financial/treasury, HR, labor relations, new business development, strategic M&A, government relations, CSR, sustainability, member relations |
| National Grocers Association | Chairman | 1993–2001 | Industry leadership and advocacy in grocery sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for the University of Medicine and Dentistry of New Jersey | Chairman | 2009–present | Non-profit governance leadership |
Board Governance
- Independence: The Board determined Janeway is independent under Nasdaq rules and Rule 10A-3 (Audit Committee eligibility) .
- Committee assignments (current): Chair, Nominating & Corporate Governance Committee .
- Committee assignments (history): Served on the Audit Committee during fiscal 2024 (alongside Toto, D’Agostino, Blake) and signed the Audit Committee Report .
- Attendance and engagement: Board met six times in FY ended Jan 31, 2025; all directors attended >75% of board and committee meetings; all directors attended the July 2024 annual meeting .
- Board leadership: CEO also serves as Chair; Lead Independent Director (Lynn Blake) organizes executive sessions and liaises with management .
- Risk oversight: Audit (financial reporting, cybersecurity/data security), People & Compensation (compensation risk/clawback), Nominating & Governance (governance structure/policies) .
| Committee Assignment | FY 2024 | FY 2025 |
|---|---|---|
| Audit Committee | Member; signed Audit Committee Report | Not a member (Blake Chair; Henson, Romig members) |
| People & Compensation Committee | Not disclosed as member | Not a member (Henson Chair; Blake, Romig members) |
| Nominating & Corporate Governance Committee | Member; Chair | Member; Chair |
| Meeting Attendance | FY 2025 |
|---|---|
| Board and committees | All directors >75% attendance |
Fixed Compensation
| Component (Non-Employee Director) | FY 2025 Amount | Notes |
|---|---|---|
| Cash fees (annual retainer) | $40,000 | Standard cash retainer for non-employee directors |
| Stock awards (RSUs grant date fair value) | $40,000 | 5,340 RSUs granted on July 3, 2024; time-vested quarterly; 2,670 unvested as of Jan 31, 2025; eligible to vest in full immediately prior to the Annual Meeting if director remained on Board |
| Total | $80,000 | Mix: 50% cash, 50% equity |
| RSU Grant Details | Grant Date | Units | Vesting | Fair Value Basis |
|---|---|---|---|---|
| Annual RSU (FY 2025 director grant) | July 3, 2024 | 5,340 | Vests on last day of each of four subsequent fiscal quarters; first vest July 31, 2024; 2,670 unvested as of Jan 31, 2025; full vesting eligibility immediately prior to Annual Meeting if service continues | Grant-date fair value $40,000 |
| Prior director RSU grant (FY 2024) | Oct 18, 2023 | 11,299 | One-year time vesting | Grant-date fair value per ASC 718 (varies by director grant; Janeway listed among recipients) |
- No meeting fees or committee chair fees disclosed; non-employee director pay structured as cash retainer plus time-vested RSUs .
Performance Compensation
| Metric Type | Disclosure for Director Compensation |
|---|---|
| Performance metrics tied to director pay (e.g., revenue, EBITDA, TSR) | None disclosed; director equity is time-vested RSUs, not performance-based |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed; Board Skill Matrix shows “# of Other Public Company Boards” populated only for Romig (1), not for Janeway |
| Private/non-profit boards | Chairman, UMDNJ Foundation (non-profit) |
| Interlocks with competitors/suppliers/customers | None disclosed in proxy for Janeway |
Expertise & Qualifications
- Food industry and wholesale distribution expertise; leadership across procurement, logistics, merchandising .
- Audit committee financial expert designation by the Board .
- Corporate strategy, financial management, operational oversight .
Equity Ownership
| Metric | FY 2024 (as of May 6, 2024) | FY 2025 (as of May 6, 2025) |
|---|---|---|
| Total beneficial ownership (shares) | 334,355 | 356,613 |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| Breakdown / notes | Includes 318,461 shares (direct) and 15,894 joint with Mary Janeway; 11,299 RSUs vest within 60 days; excludes 16,918 shares issued under May 15, 2024 settlement per footnote | Includes 15,894 joint shares with Mary Janeway |
Hedging and pledging: Directors are prohibited from hedging company stock; 2024 policy also restricts pledging absent pre-approval (CFO/Chief Compliance Officer). 2025 policy reiterates hedging prohibitions and permits diversified index fund investments .
Compensation Structure Analysis
- Year-over-year shift: FY 2025 director pay remained an equal mix of cash ($40k) and time-vested RSUs ($40k), consistent with FY 2024 patterns (cash $40k; RSUs $40k), indicating stable structure without increased guaranteed cash .
- No performance-based director equity; RSUs are time-vested, lowering pay-for-performance sensitivity for directors .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Meeting | 2025 Meeting |
|---|---|---|
| Advisory vote approval | More than 85% of votes cast approved | For: 25,497,797; Against: 472,854; Abstain: 1,047,492; Broker non-votes: 4,970,291 |
- 2025 results show strong investor support for executive compensation program (raw vote counts above) .
- The Board holds annual say-on-pay votes (policy set in light of prior results) .
Related Party Transactions & Conflicts
| Transaction | Date | Parties | Terms | Relevance/Signal |
|---|---|---|---|---|
| Settlement of invalid option grants to directors | May 15, 2024 | MAMA; Directors Alfred D’Agostino, Steve Burns, Dean Janeway, Thomas Toto | Each director received $112,500 cash and 16,918 shares; options from 2018/2019 exceeded plan availability and were not validly granted; settlement released claims | RED FLAG: Governance control failure in historical equity grant administration; remedial settlement compensates directors for invalid grants |
- Other related party items disclosed (e.g., leases with entities related to a business unit president; CIF acquisition/commissions) do not mention Janeway specifically .
Governance Assessment
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Strengths: Independent director; Chair of Nominating & Governance; designated audit committee financial expert; Board reports strong attendance; clear hedging prohibitions; active committee structure; strong say-on-pay support indicating investor confidence .
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Weaknesses/RED FLAGS: 2018/2019 invalid option grant administration culminating in 2024 settlement (cash and stock) to directors including Janeway—raises concerns about historical equity governance and internal controls over compensation plans . 2024 disclosure of late Section 16 filings for multiple directors (including Janeway) due to administrative error suggests prior compliance slippage, though later corrected .
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Alignment: Janeway holds a meaningful personal share position with joint holdings; director pay uses time-vested RSUs and cash retainer, with companywide clawback policy in place for executives (note: clawback applies to executive incentive compensation, not director fees) .
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Signals for investors:
- Continued independence and leadership on governance committee are positives.
- The settlement related to invalid grants is a material governance blemish; monitor future proxy disclosures for remediation steps and any recurrence.
- High say-on-pay approval and structured committee oversight support confidence, but prior administrative lapses warrant attention to execution quality in compensation governance .