Jason Monaco
About Jason Monaco
Jason Monaco (age 48) is Executive Vice President and Chief Financial Officer of SpartanNash, serving since March 2021 after senior finance roles at Cornerstone Chemical (CFO), Borden Dairy (CFO—led restructuring and sale), Celanese (VP Finance), Arrow Electronics (VP Finance & Treasurer), and Kimberly‑Clark (including VP FP&A and Regional CFO, Latin America/South Asia) . Company performance used for pay-for-performance linkage includes Adjusted EBITDA and EPS/Sales for incentives; in 2024 the AIP paid at 94.2% on Adjusted EBITDA (target $260.0M, actual $257.986M), and pay-versus-performance shows company TSR at 156.67 with Adjusted EBITDA $258,486K and net income $299K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cornerstone Chemical Company | Chief Financial Officer | Aug 2020–Mar 2021 | Global producer of intermediate chemicals; senior finance leadership |
| Borden Dairy Company | Chief Financial Officer | Dec 2018–Aug 2020 | Led restructuring, reorganization and successful sale |
| Celanese Corporation | Vice President, Finance | 2016–2018 | Finance leadership at technology/specialty materials company |
| Arrow Electronics | Vice President, Finance & Treasurer | 2014–2016 | Corporate finance and treasury leadership |
| Kimberly‑Clark | Finance roles incl. VP FP&A; Regional CFO (LATAM/South Asia) | 1998–2014 | Advanced through finance roles of increasing responsibility |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary Earned ($) | $511,250 | $583,654 | $618,000 |
| Base Salary Rate ($) | — | $600,000 | $624,000 |
| Target AIP (% of Base) | 75% (unchanged from 2022) | 75% | 75% |
| Actual AIP Paid ($) | AIP+LT cash combined: $1,415,625 (see footnote) | $364,342 | $436,943 |
| All Other Compensation ($) | $65,430 | $75,325 | $86,361 |
Note: 2022 Non-Equity Incentive Plan Compensation includes both AIP and long-term cash incentives per proxy footnote .
Itemized 2024 “All Other Compensation” for Monaco: $9,900 Qualified Savings Plan match; $55,326 Nonqualified Savings Plan match; $21,135 financial planning/health screening .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
| Component | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|
| Adjusted EBITDA ($000) | $234,000 | $260,000 | $286,000 | $257,986 (after committee adjustments) | 94.2% |
| Monaco Target AIP (% of Base) | — | 75% | — | — | 94.2% payout → $436,943 |
Definition: Adjusted EBITDA adds back interest, discontinued ops, D&A, share-based comp (ASC 718), LIFO, and committee-approved adjustments (e.g., legacy product claim) .
2024 Grants of Plan-Based Awards (Monaco)
| Award Type | Approval Date | Grant Date | Threshold | Target | Maximum | Units (if equity) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| AIP (cash) | 3/5/2024 | 3/5/2024 | $115,962 | $463,846 | $927,692 | — | — |
| RSU | 3/5/2024 | 3/5/2024 | — | — | — | 21,783 | $444,591 |
| PSU (3‑yr) | 3/5/2024 | 5/22/2024 | — | — | — | Threshold 8,168; Target 32,672; Max 65,344 | $677,291 |
PSU performance metrics: Cumulative Adjusted EPS and Sales; PSU possible payout range 0–200% of target; three-year performance periods ending 1/3/2026 and 1/2/2027 .
2024 Stock Vested
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Jason Monaco | 21,275 | $437,194 |
No stock options outstanding or exercised for NEOs in 2024 .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | As of Mar 27, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 46,241 | 39,914 |
| Percent of Class | <1% (asterisk) | <1% (asterisk) |
Stock ownership guidelines: EVPs must hold stock equal to 300% of base salary; executives may sell no more than 50% of net vested shares annually until compliance; as of Dec 28, 2024 all NEOs had achieved target ownership or were making satisfactory progress, and none sold stock in 2024 . Hedging and pledging of company stock are prohibited for officers and directors .
Outstanding Equity Awards at Year-End (12/28/2024)
| Award | Units Unvested | Market/Payout Value ($) |
|---|---|---|
| RSUs (time-based) | 44,132 | $803,644 (at $18.21) |
| PSUs (target) | 57,897 | $1,054,304 (at $18.21) |
RSU Vesting Schedule (Jason Monaco)
| Vesting Date | RSUs Vesting |
|---|---|
| 3/1/2025 | 10,493 |
| 3/15/2025 | 7,261 |
| 3/22/2025 | 6,250 |
| 3/1/2026 | 12,867 |
| 3/1/2027 | 7,261 |
PSU Vesting/Performance Periods (Target Units)
| Performance Period End | PSUs Vesting at Target |
|---|---|
| 1/3/2026 | 25,225 |
| 1/2/2027 | 32,672 |
Employment Terms
- Role and tenure: EVP & CFO since March 2021 .
- Severance (not in connection with change in control): Lump sum $1,638,000 (1.5× base salary + target AIP), prorated AIP $436,943, COBRA reimbursement $43,595, other compensation $72,000; total $2,190,538 (as if triggered at 12/28/2024) .
- Change-in-control (double trigger): Lump sum $2,184,000 (2.0× base + target AIP), prorated AIP $436,943, acceleration of RSUs $803,644, acceleration of PSUs $501,337, other compensation $72,000, continued benefits $134,181; total $4,132,105 (as if triggered at 12/28/2024) .
- Severance structure and triggers: Employment agreements provide double-trigger severance and equity vesting; multiples are 1.5× (severance period) increasing to 2× in change-in-control period for non-CEO NEOs; COBRA reimbursement and life insurance continue per agreements; agreements include restrictive covenants and “best net” excise tax mitigation (no excise tax gross‑ups) .
- Clawback: Three-year recovery window for incentive compensation upon restatement, materially inaccurate metrics, or misconduct .
- Deferred compensation: 2022 Nonqualified Deferred Compensation—Executive contribution $25,563, registrant match $26,469, year-end balance $50,897 .
Performance & Track Record
- AIP outcome: 2024 AIP paid 94.2% of target on Adjusted EBITDA performance (actual $257,986K vs $260,000K target) .
- Pay versus performance linkage: Company CAP and TSR tracked in PVP disclosure; 2024 TSR 156.67, peer group TSR 187.14, net income $299K, Adjusted EBITDA $258,486K .
- Incentive metrics used: Most important measures listed as Adjusted EBITDA, Adjusted EPS, and Net Sales (2024) .
Compensation Governance and Peer Benchmarking
- Independent consultant: FW Cook advises the Compensation Committee; confirmed independent; supports market reviews, incentive design, stock plan, retention planning, pay-for-performance alignment, governance, and peer group analysis .
- Pay practices: Double-trigger severance and equity vesting; executive ownership and retention requirements; clawback policy; prohibit hedging/pledging; no option repricing; no excise tax gross‑ups .
- Say‑on‑pay: Approval 91% in 2023; 86% in 2022 .
Investment Implications
- Alignment: High at‑risk pay structure with AIP tied 100% to Adjusted EBITDA and PSUs tied to multi‑year EPS/Sales; strong ownership guidelines and anti‑hedging/pledging policy reduce misalignment risk .
- Selling pressure: Material RSU tranches vest in 2025–2027 (notably 24,004 RSUs in 2025), but executives who are below guideline limits can sell only up to 50% of net vested shares and NEOs did not sell stock in 2024; no options outstanding mitigates forced selling risk .
- Retention and change‑of‑control economics: Double‑trigger cash severance (2.0× base+bonus in CIC) and equity acceleration provide meaningful protection; absence of excise tax gross‑ups and presence of clawback are shareholder‑friendly .
- Execution risk: 2024 AIP paid below target (94.2%) on near‑miss vs EBITDA goal; PVP shows modest EBITDA progression while net income was low in 2024, signaling continued margin/regulatory/operational pressures that the CFO must navigate; monitoring EPS/Sales outcomes for 2023/2024 PSU cohorts is key to forward vesting and pay realization .