Jay Rooney
About Jay Rooney
Jay Rooney is Chief Financial Officer (principal financial and accounting officer) of RAVE Restaurant Group, appointed March 25, 2024. He is 54 years old, holds an MBA (Finance) from Texas Christian University and a BA (Economics) from Allegheny College, and previously served as CFO of Dickey’s Capital Group after nearly 20 years in financial leadership roles at Brinker International . During Rooney’s tenure to date, RAVE’s net income rose to $2.7M in FY2025 from $2.5M in FY2024 on roughly flat revenue ($12.0M vs $12.2M), and Adjusted EBITDA increased to $3.6M from $3.2M; the company’s TSR index (value of a $100 investment) was 129 in 2025 vs 113 in 2024 (166 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dickey’s Capital Group | Chief Financial Officer | 2018–Mar 2024 | Oversaw finance, accounting, legal, and corporate real estate; developed expertise in franchise operations, manufacturing, IT, and multi‑unit restaurant operations . |
| Brinker International | Financial leadership roles | ≈20 years (dates not disclosed) | Held multiple financial leadership positions over nearly two decades . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed in filings reviewed | — | — | No public company board or external directorships disclosed in the proxy/8‑K biography . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base salary (policy) | $225,000 starting annual base salary (offer letter) | $238,700 current annual base salary (proxy) |
| Target cash bonus % | 30% of base salary | 30% of base salary |
| Target LTIP RSU % | 20% of base salary (annual long-term bonus opportunity in RSUs) | Participation in LTIP; RSUs continue under 2025 LTIP if approved |
| Salary paid (SCT) | $51,923 | $229,673 |
| Cash bonus paid (SCT) | $18,851 | $64,097 |
| Stock awards (SCT fair value) | — | $11,159 |
| All other compensation (SCT) | — | $2,109 (401(k) match) |
Performance Compensation
| Incentive | Metric | Weighting/Target | Actual/Payout (FY2025) | Vesting/Notes |
|---|---|---|---|---|
| Annual cash bonus | Company financial performance and strategic goals set by Board; discretionary | Target 30% of base salary | $64,097 cash bonus paid | Must be employed through payment post‑audit; Board discretion on unusual/one‑time factors . |
| Annual LTIP (RSUs) | RSUs with 3‑year performance and time-based criteria | Target grant value ≈20% of base salary in first year; eligible for future LTIP grants subject to Committee approval | $11,159 stock awards (grant-date fair value in SCT) | Minimum 12‑month vest; Committee may accelerate on retirement at/after retirement age, death, disability, or change in control; otherwise forfeited upon termination before vesting . |
| Equity plan constraints | — | — | — | 2025 LTIP prohibits repricing without shareholder approval; supports options, restricted shares, RSUs, and rights; performance conditions may apply; term ≤10 years . |
Equity Awards (Outstanding at FY-End)
| Award date | Unvested RSUs (#) | Vesting date | Market value at FY-end | Notes |
|---|---|---|---|---|
| 10/08/2024 | 18,690 | 10/15/2026 | $57,378 (based on $3.07 close on 6/27/2025 and FY2024 performance progress) | Granted under 2015 LTIP; 2024 awards vest Oct 15, 2026 . |
Equity Ownership & Alignment
| As-of date | Beneficial ownership (shares) | % of class | Pledged | Options (exercisable/unexercisable) | Unvested RSUs |
|---|---|---|---|---|---|
| Oct 13, 2024 | 0 | 0.0% | Company disclosure states no person has pledged any shares shown as beneficially owned | Not disclosed for Rooney; table shows no holdings/options for him | 18,690 unvested RSUs as of 6/29/2025 |
- Beneficial owners table lists Jay Rooney with “—” (no shares) and indicates 14,211,566 shares outstanding on the record date; the filing states no pledges by persons shown as beneficial owners .
- Equity overhang/context: As of FY2025, 272,555 RSUs were outstanding company-wide and 114,286 options outstanding; 1,533,362 shares remained available for future issuance under equity plans .
Employment Terms
| Element | Key terms |
|---|---|
| Employment status | At‑will; CFO effective March 25, 2024 . |
| Base salary | $225,000 starting (3/25/2024); increased to $238,700 current by FY2025 . |
| Bonus | Discretionary annual cash bonus targeted at 30% of base salary . |
| LTIP | Participation in 2015 LTIP (and 2025 LTIP, if approved); first‑year RSU award ≈20% of base salary; ongoing eligibility subject to Committee approval . |
| Non‑compete | 12 months post‑employment; scope includes any business deriving >30% of sales from pizza/pizza‑like products in the U.S. or countries where RAVE has franchisees/operations (≤5% passive public ownership allowed) . |
| Non‑solicitation | 18 months post‑employment covering employees, consultants, and business relationships (including prospective ones) . |
| Confidentiality/IP | Standard confidentiality and assignment of inventions provisions; trade secrets safe harbor notice (DTSA) . |
| Severance/CoC | Offer letter provides no severance multiple; equity plans permit potential acceleration on change in control, retirement at/after retirement age, death, or disability per Committee discretion . |
| Location | Dallas–Fort Worth HQ; frequent travel to company/franchisee locations . |
Performance & Track Record (Company-Level)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenue ($M) | $11.889 | $12.150 | $12.039 |
| Net income ($M) | $1.613 | $2.473 | $2.702 |
| Adjusted EBITDA ($M) | $2.702 | $3.156 | $3.583 |
| TSR Index ($100 = 100) | 166 | 113 | 129 |
- Additional capital allocation signal: On Feb 24, 2025, RAVE repurchased 500,000 shares at $2.40 per share in a negotiated transaction .
Compensation Structure Analysis
- Shift in mix and leverage: Rooney’s pay design centers on modest base pay (current $238.7k) with at‑risk pay via a 30% cash bonus target and 3‑year RSU LTIP; stock awards began flowing in FY2025 ($11.2k fair value) as his first partial year (FY2024) had no equity grant recognized .
- Performance linkage: The cash bonus is tied to company financial and strategic goals (discretionary overlay); RSUs include multi‑year performance/time criteria and can accelerate for CoC/retirement/death/disability per plan discretion .
- Governance protections: The 2025 LTIP prohibits repricing without shareholder approval and outlines clear award mechanics/limits .
- No guaranteed severance: Offer letter does not disclose severance multiples, limiting potential “golden parachute” exposure for shareholders .
Risk Indicators & Red Flags
- Pledging/hedging: Proxy states no person has pledged shares shown as beneficially owned; Rooney had no disclosed beneficial ownership as of Oct 13, 2024 .
- Related parties: 8‑K states no Item 404(a) related‑party transactions or family relationships for Rooney .
- Section 16: Company disclosed executive officers/directors timely filed Section 16 reports in the preceding fiscal year .
Equity Ownership & Alignment Implications
- Skin‑in‑the‑game: As of the latest proxy record date, Rooney had no disclosed beneficial share ownership; alignment currently resides primarily in unvested RSUs (18,690 units vesting Oct 2026) .
- Ownership concentration: The Board Chairman and affiliates control ~22% of shares; other significant holders include Brian Bares (~9.8%) and Noam Nakash (~7.0%), which may impose external discipline over compensation and performance outcomes .
Investment Implications
- Pay-for-performance alignment: Rooney’s package puts a meaningful portion of total comp at risk (30% cash bonus + LTIP RSUs with 3‑year criteria), aligning pay with profitability/strategic execution. With company net income and Adjusted EBITDA up in FY2025 despite flat revenue, the 2025 cash bonus ($64k) appears directionally consistent with financial outcomes .
- Insider supply watch: 18,690 RSUs vest Oct 15, 2026; the FY2025 year‑end market value was ~$57k at $3.07/share, indicating a potential—but modest—source of insider supply around vesting events depending on tax withholding/sales .
- Retention risk: Strong non‑compete (12 months) and non‑solicit (18 months) reduce competitive leakage risk; absence of guaranteed severance reduces change‑in‑control cost but could modestly raise voluntary departure risk if market opportunities arise .
- Execution bar: Company‑wide TSR has been volatile (166 → 113 → 129), even as Adjusted EBITDA rose; sustaining profit growth and unit expansion will be key metrics likely embedded in Rooney’s bonus/RSU evaluations and investor confidence going forward .