Jonathan H. Weis
WEIS MARKETSAbout Jonathan H. Weis
Jonathan H. Weis is Chairman, President and CEO of Weis Markets, serving on the board since 1996 and employed by the company since 1989; age 57 as of March 13, 2025 . He became interim President/CEO in September 2013, was appointed President/CEO in February 2014, elected Chairman in April 2015, and served as interim COO from October 2024 to January 2025, reflecting deep operating experience across real estate, procurement, merchandising, and store operations . Under his leadership, 2024 net income rose to $109.9 million and net sales to $4.774 billion, with Company TSR at 189 (base $100), up from 172 in 2023 . Weis and family affiliates control approximately 61% of outstanding shares post a 2025 share purchase transaction; Weis personally beneficially owns 7,251,253 shares (27.0% of class), including 5,973,129 held in the Patricia R. Weis Marital Trust .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Weis Markets, Inc. | VP, Property Management & Development | 1996–Apr 2002 | Built expertise in real estate and store operations |
| Weis Markets, Inc. | VP & Secretary | Apr 2002–Jan 2004 | Expanded corporate governance responsibilities |
| Weis Markets, Inc. | Vice Chairman & Secretary | Jan 2004–Sep 2013 | Broadened leadership span pre-CEO |
| Weis Markets, Inc. | Interim President & CEO | Sep 2013–Feb 2014 | Ensured leadership continuity |
| Weis Markets, Inc. | President & CEO | Feb 2014–present | Day-to-day leadership and performance accountability |
| Weis Markets, Inc. | Chairman | Apr 2015–present | Board leadership and strategy oversight |
| Weis Markets, Inc. | Interim COO | Oct 2024–Jan 2025 | Direct operational oversight |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in company biographies | — | — | — |
Fixed Compensation
Multi-year compensation for Jonathan H. Weis (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 1,186,613 | 1,256,865 | 1,309,125 |
| Non-Equity Incentive Plan Compensation | 8,626,586 (incl. CEO Plan) | 8,338,469 (incl. CEO Plan) | 7,681,528 (incl. CEO Plan) |
| All Other Compensation | 262,972 | 274,803 | 287,849 |
| Total | 10,076,172 | 9,870,137 | 9,278,502 |
Notes:
- 2024 perquisites of $137,849 included $94,607 for investment advisory services; also car, aircraft usage, and tax prep .
- For 2024, CEO Plan cash earned was $5,480,163; payment deferred until after Dec 31, 2025, except for termination without cause or death .
Performance Compensation
Annual Non-Equity Incentive Plan (NEIP) – FY 2024 (cash):
| Metric | Weighting | Target | Actual/Achievement | Payout (% of target) | Vesting/payment timing |
|---|---|---|---|---|---|
| Net Sales | 30% | $4.80B | 99.31% of target (threshold 97%, max 103%) | 23.09% (30% × 76.98%) | Annual cash; earned for FY 2024 |
| Operating Income | 70% | $119.37M | 105.43% (threshold 95%, max 110%) | 89.01% (70% × 127.15%) | Annual cash; earned for FY 2024 |
| Total | 100% | — | — | 112.10% of incentive target | Annual cash; earned for FY 2024 |
Chief Executive Officer Incentive Award Plan – FY 2024 (cash; retention + performance):
| Component | Weighting | Target definition | Actual/Achievement | Payout (% of target) | Vesting/payment timing |
|---|---|---|---|---|---|
| Retention award | 200% of base salary | Requires employment through plan year | Met | 200% | Payable only after Dec 31, 2025 (except certain terminations) |
| Net Sales performance | 100% of base salary (half of performance) | Threshold 97%, target 100%, max 103% | 99.31% → 76.98% earned | 76.98% | Payable after Dec 31, 2025 |
| MROIC performance | 100% of base salary (half of performance) | Threshold 95%, target 100%, max 110% | 108.06% → 140.29% earned | 140.29% | Payable after Dec 31, 2025 |
| Total CEO Plan | 400% target; 500% max | — | — | 417.27% (200% + 76.98% + 140.29%) | Deferred as above |
Design notes:
- Company is a controlled company and does not use equity-based incentives for NEOs; compensation is predominantly cash-based due to low trading volume and stock price dynamics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Weis) | 7,251,253 shares; 27.0% of class (26,898,443 shares outstanding) |
| Trust holdings | Includes 5,973,129 shares in the Patricia R. Weis Marital Trust |
| Pledged shares | None pledged by directors or NEOs |
| Family/group voting power | Weis family group controls ~65% of voting power and acts together |
| 2025 related share transaction | Company repurchased 2,153,846 shares from family trusts at ~$65/share; sellers retain 4,051,383 shares; family ownership ~61% post-transaction |
| Hedging policy | Speculative hedging discouraged; permits long-term hedging (≥1 year) with CFO/Controller pre-clearance |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective Jan 1, 2023 through Dec 31, 2025 |
| Base salary floor | ≥ $1,262,821; subject to review |
| Incentive eligibility | Annual and long-term bonuses; CEO supplemental long-term cash incentive plan |
| Life insurance | $3,500,000 term life policy |
| Clawbacks | Employment Agreement restatement clawback; NYSE 10D-compliant policy adopted Oct 26, 2023 |
| Non-compete | Up to four years post-termination (subject to exceptions) and non-solicit covenants |
| Change-of-control | Employment Agreement does not contain a change-in-control provision |
Potential payments upon termination (illustrative as of Dec 31, 2024):
| Scenario | Year | Employment Agreement Base Salary Continuation ($) | Employment Agreement Other Payments ($) | CEO Incentive Award Plan ($) |
|---|---|---|---|---|
| Without Cause / Good Reason | 2024 | — | 2,597,602 | 5,956,519 |
| Without Cause / Good Reason | 2025 | 1,313,334 | 2,597,602 | — |
| Disability | 2024 | — | 2,201,365 | — |
| Disability | 2025 | 656,667 | — | — |
| Death | 2024 | — | 3,500,000 | 3,000,000 |
| Death | 2025 | 656,667 | — | — |
Performance & Track Record
Pay versus performance metrics:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company TSR (base $100) | 125 | 174 | 225 | 172 | 189 |
| Net Income ($000s) | 118,917 | 108,849 | 125,196 | 103,828 | 109,941 |
| Net Sales ($000s) | 4,112,601 | 4,224,417 | 4,695,943 | 4,696,950 | 4,773,880 |
Key qualitative points:
- Most important financial measures linking pay to performance: Net Sales, Operating Income, and MROIC .
Board Governance
- Board composition: Majority independent; Audit and Compensation Committees comprised of independent directors .
- Committee memberships (2024): Audit – Hatchell (Chair), Lauth, Silverman; Compensation – Silverman (Chair), Hatchell, Lauth .
- Meetings: Board held four regular meetings in 2024; no director <75% attendance; all directors attended the 2024 Annual Meeting .
- Leadership: Combined Chairman/CEO role; independent directors hold executive sessions (four in 2024) presided over by Lauth .
- Controlled company status: Weis family group controls ~65% voting power; NYSE controlled company exemptions noted (e.g., nominating/compensation committees), though Weis maintains independent Audit and Compensation Committees .
Compensation Peer Group and Benchmarking
- Consultant: Willis Towers Watson engaged; benchmarking using 2022 Retail/Wholesale CDB survey and a 9-company public peer group .
- Peer group: Big Lots; Casey’s General Stores; Grocery Outlet; Ingles Markets; Natural Grocers; SpartanNash; Sprouts Farmers Market; Tractor Supply; Village Super Market .
- Positioning: Base salaries near market median; long-term incentive opportunities at ~25th percentile; total compensation between 25th–50th percentile on average (with variation) .
- Target percentile policy: Committee generally intends to set NEO compensation at the 75th percentile, with discretion to deviate .
Related Party Transactions
- Policy: Audit Committee pre-approves and oversees related party transactions; none requiring approval or disclosure in FY 2024 .
- 2025 transaction: Special committee approved repurchase of 2,153,846 shares from family trusts at ~$65/share to address estate tax obligations; fairness opinion provided by Kroll; lawyers engaged for all parties .
Risk Indicators and Red Flags
- Hedging/pledging: Speculative hedging discouraged; long-term hedging allowed with pre-clearance; no pledging by directors/NEOs disclosed .
- Clawbacks: Employment Agreement restatement clawback and NYSE 10D-compliant recoupment policy adopted Oct 26, 2023 .
- Equity awards: None; reduces vesting-related insider selling pressure risk; compensation is cash-based .
Investment Implications
- Alignment: High insider ownership (Weis at 27%; family ~61%) strongly aligns control and long-term stewardship, but controlled company dynamics can dampen traditional governance levers and equity incentive alignment; no equity awards means minimal forced-selling pressure from vesting schedules .
- Incentive design: CEO plan emphasizes Net Sales and MROIC with significant deferred payouts through 2025, tying cash compensation to operating efficiency and capital discipline; 2024 payout at 417% of target underscores strong performance against set metrics .
- Governance balance: Combined Chair/CEO structure offset by independent committees and regular executive sessions; nevertheless, family control (~65% voting power) reduces external influence on strategy/compensation .
- Performance trend: Modest improvements in net sales and net income in 2024, with TSR recovery vs 2023; cash-based incentive structure fits controlled-liquidity context but offers less direct equity alignment for broader executives .
- Liquidity/float: 2025 buyback from family trusts at a negotiated discount reduces float and may support EPS over time; special-committee oversight and fairness opinion mitigate conflict concerns .