Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 10, 2021, at a Compensation Committee (the "Committee") meeting of
the Board of Directors of J & J Snack Foods Corp. ("Company"), the Committee
authorized and approved an adjustment to the annual compensation of Dan Fachner,
the Company's President and Chief Executive Officer, effective November 10,
2021. At that meeting, the Committee (i) increased Mr. Fachner's base salary
from $875,000 to $900,000 per year, (ii) provided for an associated increase in
Mr. Fachner's target annual incentive bonus, which is 100% of his new base
salary, $900,000 per year, and (iii) increased Mr. Fachner's long-term incentive
target from 150% to 167% of his new annual base salary, which if achieved, would
result in the grant of service share units issued pursuant to that certain form
of Service Share Unit Agreement ("Service Share Unit Agreement") and performance
share units issued pursuant to that certain form of Performance Share Unit
Agreement ("Performance Share Unit Agreement"), each under the Company's Amended
and Restated Long-Term Incentive Plan (the "Plan"). Mr. Fachner's total
potential compensation for the 2022 fiscal year, as approved by the Committee,
represents a 7.7% increase in potential total compensation over the 2021 fiscal
year.
At the same November 10, 2021 meeting, the Committee also approved grants to Mr.
Ken Plunk, pursuant to a Service Share Unit Agreement and Performance Share Unit
Agreement, the forms of which are attached to this Report, under the Plan.
The following table summarizes the awards of service share units and performance
share units to Messrs. Fachner and Plunk :
Total Service
Number of Share Performance
Name Title Units Units Share Units
Chief
Executive
Mr. Fachner Officer 9,677 4,839 4,839
Chief
Financial
Ken Plunk Officer 2,580 1,290 1,290
Each respective award to Messrs. Fachner and Plunk consists of 50% service share
units and 50% performance share units. Each service share unit entitles the
awardee to one share of common stock upon vesting. Each performance share unit
may result in the issuance of up to two shares of common stock upon vesting
depending on the level of achievement of the applicable Performance Goal. The
service share units vest over a three year period in equal installments on
November 10, 2022, November 10, 2023 and November 10, 2024. The performance
share units vest on September 25, 2024 based on the awardee's achievement of the
minimum threshold Performance Goal for payout, as set forth in their respective
set Performance Share Unit Agreement, and (b) subject the awardee's continued
employment through the vesting date, except in certain circumstances. If an
awardee's employment terminates prior to vesting of his respective Award for any
reason, the awardee's unvested shares will automatically be forfeited, except in
certain circumstances.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description Amended and Restated Long Term Incentive Plan
10.1 Form of Performance Share Unit Agreement
10.2 Form of Service Share Unit Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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