Marjorie S. Roshkoff became a Director in 2020. Since February 2016, she has been In-House Counsel with J & J Snack Foods Corp. and was made a Vice President in 2017 and General Counsel in 2021. She joined the Company in February 2016 with more than 15 years of legal experience. As General Counsel, Ms. Roshkoff oversees outside counsel and is responsible for all of the Company’s legal matters. In addition to her litigation and employment related expertise, she has extensive knowledge of the Company’s history, organization and culture and adds the perspective of a long-term highly committed director, shareholder and employee regarding Board decisions and matters. Ms. Roshkoff is a daughter of Gerald B. Shreiber, the founder of the Company and current Chairman of the Board.

The Board recommends that you vote “FOR” the election of the nominee

INFORMATION CONCERNING CONTINUING

DIRECTORS AND NAMED EXECUTIVE OFFICERS

(1) Mr. Radano retired in March 2021.

(2) Mr. Moore retired as Chief Financial Officer in September 2020. Mr. Moore continued to work for the Company until December 2020, and then served in a consulting role until July 2021.

Gerald B. Shreiber is the founder of the Company and serves as the Chairman of the Board. Mr. Shreiber also served as the Company’s President, and Chief Executive Officer since its inception in 1971. In May 2020, Mr. Shreiber stepped down as President of J & J Snack Foods Corp. and in May 2021, he stepped down as the Chief Executive Officer. Mr. Shreiber is the father of Marjorie S. Roshkoff, Esquire, Vice-President, General Counsel and Secretary of the Company, who has been nominated for re-election to the Board pursuant to Proposal 1.

Sidney R. Brown is the Chief Executive Officer of NFI Industries, Inc., a comprehensive provider of freight transportation, warehousing, third party logistics, contract manufacturing and real estate development. In December of 2016 Mr. Brown stepped down as Chairman of the Board of Directors of Sun Bancorp, Inc., a national bank operating in New Jersey, Delaware and Pennsylvania.  He remains a director of Sun Bancorp, Inc.global integrated supply chain solutions provider.  Mr. Brown is also on the Board of Directors of FS Investments Energy and Power Fund, a specialty finance company that invests primarily in income-oriented securities of private energy-related companies.  In addition, he is a member of the Board of TrusteeTrustees of Cooper Health Systems, a non-profit provider of health services in Southern New Jersey.  Mr. Brown has management experience in running a private company and experience in executing strategic acquisitions.  He has broad and vast experience in freight transportation.transportation and supply chain solutions.  He also has a strong background in sales, marketing and finance.  He became a director of the Company in 2003. 

Gerald B. Shreiber is the founder of the Company and has served as its Chairman of the Board, President, and Chief Executive Officer since its inception in 1971. In addition to his leadership skills as Chief Executive Officer, Mr. Shreiber has a broad range of experience in production, marketing and finance. He also has a deep understanding of J & J’s business and its industry.

Dennis G. Moore joined the Company in 1984, and has served in various capacities since that time. He was named Chief Financial Officer in 1992 and was elected to the Board of Directors in 1995. His term will expire in 2022.

Peter G. Stanley became a director in 1983. Since November 1999 he has been the Chairman of the Board of Emerging Growth Equities, Ltd., an investment banking firm. Mr. Stanley is also a director of FSIC III, which is a specialty finance company that invests primarily in the debt securities of private U.S. middle-market companies. Mr. Stanley brings to the Board experience as a commercial and investment banker, with knowledge of strategic acquisitions and corporate finance. He provides the Board with strong financial skills and chairs our Audit Committee.

Vincent Melchiorre has been is Senior Vice President of Bimbo Bakeries USA since September 2010. From June 2007 to August 2010, Mr. Melchiorre was employed by J & J Snack Foods Corp. as Senior Vice President – Food Group. From May 2006 to June 2007, he was Senior Vice President, Bread and Roll business, George Weston Foods, fromFoods. From January 2003 to April 2006, he was Senior Vice President, Sales and Marketing at Tasty Baking Company and from June 1982 to December 2002 he was employed by Campbell Soup Company in various capacities, most recently as Vice President of Marketing of Pepperidge Farm. These experiences provide Mr. Melchiorre with an extensive knowledge of the food business including relevant experience in the fresh, frozen and shelf stable segments. In addition, he has had leadership roles in finance, information technology, operations, sales and marketing. Mr. Melchiorre became a director of the Company in August 2013.

Peter Stanley became a director of the Company in 1983. Since November 1999, he has been the Chairman of the Board of Emerging Growth Equities, Ltd., an investment banking firm. Mr. Stanley brings to the Board experience as a commercial and investment banker, with knowledge of strategic acquisitions and corporate finance. He provides the Board with strong financial skills and chairs our Audit Committee.

Daniel Fachner has been an employee of the Company’s subsidiary The ICEE Company since 1979 and became its President in August 1997. In May 2020, Mr. Fachner was named President of J & J Snack Foods Corp. and in May 2021 Mr. Fachner was appointed Chief Executive Officer of J & J Snack Foods Corp.

Ken A. Plunk was appointed Senior Vice President and Chief Financial Officer onSeptember 21, 2020. Prior to joining J & J, Mr. Plunk spent 12 years at Walmart Inc. most recently as Senior Vice President of International Finance. Prior to Walmart, he worked at The Home Depot for four years, holding leadership positions in merchandise finance and internal audit. 

Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief Operating Officer of the Company. Mr. Radano retired as Chief Operating Officer in March 2021.

Gerard G. LawRobert Pape joined the Company in 1992.March 1998 as Senior Vice President of Sales and Marketing. Prior to joining the Company Mr. Pape worked for Campbell Soup Company as its National Sales Director. Mr. Pape is retiring from the Company in January 2022.

Lynwood Mallard joined the Company as Senior Vice President and Chief Marketing Officer in March 2021. Prior to joining J & J, Mr. Mallard worked at the Coca-Cola Company since 1998 where he held various ascending roles in areas of brand marketing, strategy, commercialization, and innovation.

Stephen Every was named Chief Operating Officer of the ICEE Company in August 2021. Mr. Every joined the ICEE Company as Director, Special Projects in 2009. In 2012, Mr. Every was promoted to Vice President of Sales with responsibility for the management and development of relationships with many of  ICEE’s largest brand and service customers in the USA.

Dennis G. Moore joined the Company in 1984.  He served in various manufacturing and sales management capacitiescontrollership functions prior to becoming Senior Vice President, Western Operationsthe Chief Financial Officer in 2009. He was namedJune 1992.  Mr. Plunk replaced Mr. Moore as Chief Financial Officer in September 2020. Mr. Moore continued to his present positionwork for the Company until December 2020, and then served in 2011, in which he has responsibility for marketing, research and development and overseeing a number of the manufacturing facilities of J & J.

The Board recommends that you vote “FOR” the election of the nominee.consulting role until July 2021.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

J & J is incorporated under the laws of the State of New Jersey. In accordance with New Jersey law and J & J’s Bylaws,By-laws, the Board of Directors has responsibility for overseeing the conduct of J & J’s business. J & J has established a Code of Business, Conduct and Ethics which is applicable to all directors, officers and employees of the Company. In addition, the Company has adopted a Code of Ethics for Chief Executive and Senior Financial Officers. Copies of these codes are available on the Company’s website.

Director Independence

The rules of NASDAQ require that a majority of the Company’s Board of Directors and the members of the Audit Committee, Compensation Committee and the Nominating/ Governance Committee meet its independence criteria. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. The Board considers all relevant facts and circumstances of which it is aware in making an independence determination.

Based on the NASDAQ guidelines the Board of Directors has determined that each of the following directors is independent: Sidney R. Brown, Vincent Melchiorre and Peter G. Stanley. Neither Mr. Stanley nor Mr. Melchiorre has a business, financial, family or other type of relationship with J & J. With respect to Mr. Brown, his company, NFI Industries, provided transportation and supply chain solutions services to the Company totaling $540,000 in 2019, $274,980 in 2020 and $633,056 in fiscal year 2021. The Board of Directors determined that Mr. Brown is independent irrespective of the services provided due to the relative levels of revenue of J & J and NFI. As an employee of the Company, the Board of Directors has determined that Ms. Roshkoff is not independent.

Board Meetings

During the fiscal year, the Board of Directors held four regularly scheduled meetings. Each Director attended at least 75% of the total meetings of the Board of Directors and the Committees on which he or she served.

Annual Meeting Attendance

It has been longstanding practice of the Company for all Directors to attend the Annual Meeting of Shareholders. All Directors virtually attended the Annual Meeting held in February 2021.

Executive Sessions of Independent Directors

The Independent Directors meet in executive sessions without management present before or after regularly scheduled Board meetings.

Director Stock Ownership Guidelines

The Board has established stock ownership guidelines for the non-employee directors. Within two years of election as a director, the director must attain and hold 3,000 shares of J & J’s Common Stock. All current non-employee directors meet this guideline.

Board Leadership

The Board of Directors has reviewed and discussed the leadership structure at the Company and during fiscal 2021 determined that it would be in the best interests of the Company for the Board of Directors to separate the roles of Chairman of the Board and President and Chief Executive Officer. As of the date of this proxy statement, the offices of Chairman and President and Chief Executive Officer are held by two separate individuals. Mr. Shreiber, the founder of the Company and significant shareholder, serves as Chairman and Mr. Fachner serves as the President and Chief Executive Officer of the Company. The Board believes the separation of the roles is the most appropriate structure at this time as it allows the Company’s President and Chief Executive Officer to focus primarily on establishing and implementing the Company’s strategic plan and on day-to-day operations.

Board Committees

In order to fulfill its responsibilities, the Board has delegated certain authority to its Committees. There are three standing committees: (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating/Governance Committee. Each Committee has its own Charter which is reviewed annually by each Committee to assure ongoing compliance with applicable law and sound governance practices. Committee charters may be found on our website at www.jjsnack.com under the “Investor Relations”“Investors” tab and then under “Corporate Governance”. Paper copies are available at no cost by written request to Marjorie S. Roshkoff, Corporate Secretary, J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey 08109.

Director Independence

NASDAQ rules require that Shareholders may also call Joe Jaffoni, Norberto Aja or Jennifer Neuman at our investor relations firm, JCIR. The telephone number is 212-835-8500 or contact jjsf@jcir.com for a majority of the members of the Company’s Board, and all of the members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board, meet NASDAQ’s independence criteria. Among other requirements, no director qualifies as independent unless the Board of Directors determines that the director has no direct or indirect material relationship with the Company. The Board considers all relevant facts and circumstances of which it is aware in making an independence determination.

Based on the NASDAQ rules, the Board has determined that each of the following directors is independent: Sidney R. Brown, Vincent Melchiorre and Peter G. Stanley (the “Independent Directors”). Neither Mr. Stanley nor Mr. Melchiorre has a business, financial, family or other type of relationship with J & J. Mr. Brown’s company, NFI Industries, Inc. provided transportation services to the Company totaling approximately $38,000 in fiscal 2015, $0 in 2016 and approximately $167,000 in fiscal 2017.

Board Meetings

During the 2017 fiscal year the Board of Directors held four regularly scheduled meetings. Each Director attended at least 75% of the total meetings of the Board of Directors and the Committees on which he served.

Annual Meeting Attendance

It has been longstanding practice of the Company for all directors to attend the Annual Meeting of Shareholders. All directors attended the Annual Meeting held in February 2017.

Executive Sessions of Independent Directors

The Independent Directors meet in executive sessions without management present before or after regularly scheduled Board meetings. In addition, the Independent Directors meet at least once annually with the Chief Executive Officer at which time succession issues are discussed. 

Director Stock Ownership Guidelines

The Board has established stock ownership guidelines for the non-employee directors. Within two years of election as a director, the director must attain and hold 3,000 shares of J & J’s Common Stock. All current non-employee directors meet this guideline.

Board Leadership

The Board has reviewed and discussed the leadership structure. Mr. Shreiber serves as both principal executive officer and chairman of the Board. Mr. Shreiber is the founder of the Company and has been its Chief Executive Officer and Chairman since its inception. He currently beneficially owns 20% of the Company’s Common Stock. It is Mr. Shreiber’s view, which is shared by the Board, that as a significant shareholder who is active in the business, as Mr. Shreiber has been for over the last 46 years, he should hold both offices. The Board does not have a lead independent director.

Board Committees

In order to fulfill its responsibilities, the Board has delegated certain authority to its committees. There are three standing committees: (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating and Corporate Governance Committee. Each Committee has its own Charter which is reviewed annually by the Committee to assure ongoing compliance with applicable law and sound governance practices. Committee Charters may be found on our website at www.jjsnack.com under the “Investor Relations” tab and then under “Corporate Governance”. Paper copies are available at no cost by written request to Marjorie S. Roshkoff, Corporate Secretary, J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey 08109.paper copy.

The Audit Committee

The Audit Committee is comprised of directors Mr. Stanley (Chairman), Mr. Brown and Mr. Melchiorre, each of whom qualifies as an independent director and meets the other requirements to serve on the Audit Committee under rules of the NASDAQ rules.Stock Market. The principal functions of the Audit Committee include, but are not limited to, (i) the oversight of the accounting and financial reporting processes of the Company and its internal control over financial reporting; (ii) the oversight of the quality and integrity of the Company’s financial statements and the independent audit thereof; (iii) oversight over the Company’s compliance with legal and regulatory requirements; and (iv) the approval, prior to their engagement, of the Company’s independent auditors and, in connection therewith, the evaluation of the qualifications, independence and performance of the Company’s independent auditors. The Audit Committee convened six (6) times during the 2017 fiscal year.to:

The Audit Committee currently does not have an Audit Committee Financial Expert, as such term is defined in Section 407 of the Sarbanes-Oxley Act of 2002. The Audit Committee believes that the background and experience of its members allow them to perform their duties as members of the Audit Committee. This background and experience includesinclude a former banker and currentretired investment banker who regularly reviews financial statements of companies, a Chief Executive Officer of a substantial private company who haswith financial oversight responsibilities and who also is thea former Chairman of the Board of Directors of a national bank,National Bank, and a businessman who has had substantial financial oversight responsibilities with food companies.

The Audit Committee held six (6) meetings during the 2021 fiscal year.

The Compensation Committee

The Compensation Committee is comprised of directors Mr. Brown (Chairman)(Chairman) and Mr. Stanley, each of whom qualifies as an independent director under the rules of the NASDAQ rules,Stock Market, as non-employee directors under Rule 16b-3 issued underof the Securities Exchange Act of 1934, and as outside directors under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).Service. The Committee has responsibility for the following:

The Compensation CommitteeCommittee held one (1) meetingfour (4) meeting(s) during the fiscal 2017.

Compensation Committee Interlocks and Insider Participation2021 year.

The CompensationNominating Committee is comprised of directors Brown (Chairman) and Stanley. Director Melchiorre resigned from the Compensation Committee on approximately November 27, 2017. Melchiorre is a former officer of the Company. He was employed as the Company’s Senior Vice President – Food Group from June 2007 to August 2010. No member of the Compensation Committee was an officer or an employee of J & J during the 2017 fiscal year.

No interlocking relationships existed between any member of J & J’s Board or Compensation Committee and any member of the board of directors or compensation committee of any other company during the 2017 fiscal year.

Please refer to the “Transactions with Related Persons” and “Certain Transactions”sectionsbelow for information regarding certain transactions between the Company and certain related persons.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of directors Mr. Melchiorre (Chairman), Mr. Brown and Mr. Stanley, each of whom qualifies as an independent director under rules of the NASDAQ rules.Stock Market. This Committee’s primary responsibilities are to (1) maketo:

The Nominating and committees of the Board, (2) identify individuals qualified to become Board members and recommend to the Board qualified individuals to be nominated for election or appointment to the Board, (3) develop a succession plan for the Company’s Chief Executive Officer and (4) develop corporate governance guidelines applicable to the Company. TheCorporate Governance Committee will consider nominees for directors recommended by shareholders.stockholders. Any shareholderstockholder may recommend a prospective nominee for thesuch Committee’s consideration by submitting in writing to the Company’s Secretary (at the Company’s address set forth above)below) the prospective nominee’s name and qualifications (subject to certain additional requirements discussed below). qualifications.

The Nominating and Corporate Governance Committee held one (l) meetingthree (3) meetings during the fiscal 2017. The Committee has not adopted a policy with regard to the consideration of diversity in identifying director nominees.2021 year.

While the Nominating and Corporate Governance Committee has not established specific minimum qualifications that it believes nominees to the Board must possess, when identifying and considering nominees the Committee generally looks for individuals who (i) have strong business backgrounds with significant leadership experience, (ii) have significant experience in or knowledge of the Company’s business and industry, (iii) have strong reputations for integrity and a commitment to the highest standards of business ethics, (iv) meet applicable legal and other requirements for service on our Board (or certain Committees of our Board), such as complying with applicable independence standards, and (v) possess such other skills and backgrounds as the Committee may consider from time to time in order to ensure that the Company has an experienced and qualified Board with the requisite expertise and qualifications to help drive long-term shareholder value.

Shareholder Proposals and Nominations

Any shareholderstockholder who wishes to submit a proposal to be voted on or to nominate a person for election to the Board of Directors at the Company’s annual meetingAnnual Meeting of shareholders for fiscal year 2018Stockholders in 2023 must notify the Company’s Secretary (at the Company’s address set forth above) no earlier than August 24, 201829, 2022 and no later than September 23, 201828, 2022 (unless the date of such 2019the 2023 annual meeting is more than 30 days before or more than 60 days after February 9, 2019,16, 2023, in which case the notice of proposal must be received (a) not more than 90 days prior to the annual anniversary of the date on which the Company first mailed proxy materials for the 20182022 annual meeting to shareholders, and (b) not earlier than the later of (i) 60 days prior to the annual anniversary of the date on which the Company first mailed proxy materials for the 20182022 annual meeting to shareholders, and (ii) the 10th day following the date on which the Company first publicly announces the date of the 20192023 annual meeting). The notice of a proposal or nomination must also include certain information about the proposal or nominee and about the shareholderstockholder submitting the proposal or nomination, as required by the Company’s Bylaws,By-Laws, and must also meet the requirements of applicable securities laws. Proposals or nominations not meeting these requirements will not be presented at the annual meeting.

For more information regarding shareholderstockholder proposals or nominations, you may request a copy of the Bylaws from the Company’s Secretary at the Company’s address set forth below.

Communication with theThe Board

Shareholders, employees and others may contact any of the Company’s directorsCompany’s Directors by writing to them c/o J & J Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey 08109.

Compliance withDelinquent Section 16(a) of the Securities Exchange Act of 193416(a) Reports

Section 16(a)16(a) of the Securities Exchange Act of 1934 requires that the Company’s directors and executive officers, and persons who beneficially own more than ten percent (10%) of the Company’s Common Stock, file with the Securities and Exchange Commission reports of ownership and changes in ownership of Common Stock and other equity securities of the Company. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations received by it from such directors and executive officers, all Section 16(a) filing requirements applicable to the Company’s officers, directors and suchgreater than ten percent (10%) beneficial owners were complied with during fiscal 2017.2021, except a Form 4 for the grant of awards to Mr. Brown which was filed late.

The Role of the Board in Risk Oversight

It is the responsibility of the Board to understand and oversee the Company’s strategic plans, and the steps that senior management is taking to manage and mitigate those risks. In the normal course of its business, the Company is exposed to a variety of risks, including marketing and sales, financial reporting and control, information technology, employee matters and legal issues. The identification and understanding of thesethe risks isare important in the successful management of the Company. The Company’sKey management is responsible for the day to day management of the business and other risks of the Company. The Board of Directors is responsible for oversight of the Company’s overall risks and risk management policies and procedures.risks.

Director Compensation

Each non-employee director then serving received on January 1, 2017 2021a payment of $91,000$150,000 (in Company stock or cash at the election of the director) as well as $750 per quarter as a retainer and $1,000 for attendance at each of the Company’s four quarterly Board meetings.. In addition, the Chairman of the Audit Committee receives an annual fee of $10,000.

Non-Employee Director Compensation Table for Fiscal2017 2021

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth information as of December 13, 2017 20, 2021 concerning (i) each person or group known to J & J to be the beneficial owner of more than 5%five percent (5%) of the Company’s outstanding Common Stock, (ii) each director of the Company, (iii) the Company’s ChiefNamed Executive Officer, Chief Financial Officer and three other most highly compensated executive officers (the “Named Executive Officers”)Officers for the 2017 fiscal year 2021, and (iv) the beneficial ownership of Common Stock by the Company’s directors and all executive officersExecutive Officers as a group. Except as otherwise noted, each beneficial owner of the Common Stock listed below has sole investment and voting power.

* Less than 1 %

(1)         The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the Securities and Exchange Commission and, accordingly, include securities owned by or for the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power or has the right to acquire within 60 days of Record Date. The same shares may be beneficially owned by more than one person. Beneficial ownership may be disclaimed as to certain of the securities.

(9)         Includes 1,579 granted to Mr. Plunk thirty days after his appointment as Chief Financial Officer, which vest equally over three years.

(10)       Mr. Radano retired in March 2021.

(11)       Mr. Moore retired as Chief Financial Officer in September 2020. As of November 24, 2020, he owned 63,106 shares.

(12)       As reported in Amendment No. 13 to its Schedule 13G filed with the SEC on January 27, 2021. Includes shares beneficially owned by BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited and BlackRock Fund Managers Ltd.

(13)       As reported in Amendment No. 7 to its Schedule 13G filed with the SEC on February 10, 2021. Includes shares beneficially owned by Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited.

(14)       As reported in its Schedule 13G filed with the SEC on February 11, 2021. Includes shares beneficially owned by Wells Fargo Advisors Financial Network, LLC, Wells Fargo Bank, National Association, Wells Fargo Clearing Services, LLC, Wells Fargo Funds Management, LLC, Wells Fargo Delaware Trust Company, National Association, Wells Capital Management Incorporated.

(15)       As reported in its Schedule 13G filed with the SEC on February 12, 2021. Includes shares beneficially owned by Macquarie Group Limited, Macquarie Bank Limited, Macquarie Affiliated Managers (USA) Inc., Macquarie Affiliated Managers Holdings (USA) Inc., Macquarie Americas Holdings Pty Ltd., Macquarie B.H. Pty Limited, Macquarie FG Holdings Inc., Macquarie Funding Holdings Inc., Macquarie Investment Management Limited, Macquarie Investment Management Global Limited, Macquarie Investment Management Australia Limited, Macquarie Investment Management Austria Kapitalanlage AG, ValueInvest LUX.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction:

J & J Snack Foods Corp. manufactures snack foods and frozen beverages which it markets nationally to the food service and retail supermarket industries. Our compensation programs are designed to support our business goals and promote both short-term and long-term growth. This section of the proxy statement explains how our compensation programs are designed and operate in practice with respect to our Named Executive Officers. Ourofficers. For fiscal year 2021, our Named Executive Officers are the CEO, CFOChief Executive Officer, the former Chief Executive Officer, the Chief Financial Officer, the formerChief Financial Officer and the three most highly compensated executive officers, in a particular year.as well as an officer who retired during fiscal year 2021. The “Executive Compensation” section presents compensation earned by the Named Executive Officers.

Executive Compensation Objectives

Our executive compensation programs reflect our results-oriented corporate culture that rewards achievement of aggressive goals. Our compensation program for executive officers is designed to attract, retain, motivate and reward talented executives who will advance our strategic, operational and financial objectives and thereby enhance shareholderstockholder value.

The following principles are considered in setting compensation programs and pay levels:

Determining Compensation

The Compensation Committee’sCommittee’s process for determining compensation levels for executive officers differs depending upon the compensation element and the position of the individual being considered. For each executive officer, other than the CEO,Chief Executive Officer, the Compensation Committee annually reviews each element of compensation described below in consultation with the CEO.Chief Executive Officer. With respect to the Chief Executive Officer, the Compensation Committee assesses the annual Company and individual performance. A number of factors are considered in determining individual compensation level, including performance of the individual and the business unit or function under his or her leadership, the Company’s performance, and economic and business conditions affecting J & J at the time of the review. Management and external sources provide relevant information and analyses as the Compensation Committee deems appropriate. Competitive market data (compensation of 100 local Philadelphia companies) is considered from time to time, but we need not set compensation levels at a targeted percentile or rely solely on such data to make compensation decisions. While substantially guided by the applicable performance metrics of our programs, the Compensation Committee retains authority to exercise its judgment when approving individual awards. The Committee does not engage in the benchmarking of total compensation or any material component thereof.

With respect to the CEO,In fiscal year 2021, the Compensation Committee, meetswith the approval of the Board engaged a compensation consultant, Pearl Meyer, to assessprovide competitive market information around executive and non-employee director compensation for select positions. Pearl Meyer benchmarked compensation in several executive positions including market data for base salary, annual incentives long term incentives and target total Director compensation. Pearl Meyer used a peer group of 15 publicly traded consumer staple goods (soft drinks, packaged foods, food distributors) companies with revenues between $500 million and $2.4 billion.

In determining to engage Pearl Meyer, the Compensation Committee considered the independence of Pearl Meyer, taking into consideration relevant factors, including the absence of other services provided to the Company by Pearl Meyer, the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue, the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, any business or personal relationship of the individual performance.compensation advisors employed by Pearl Meyer with any executive officer of the Company, any business or personal relationship the individual compensation advisors employed by Pearl Meyer have with any member of the Compensation Committee, and any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee determines Mr. Shreiber’s base salaryhas determined, based on its analysis and in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisor employed by Pearl Meyer as a  compensation consultant to the Compensation Committee in its discretion, considers relevanthas not created any conflicts of interest, and inthat Pearl Meyer is independent pursuant to the best interest of J & J. Mr. Shreiber’s bonus was determined by a formula approved by J & J’s shareholders. The Compensation Committee granted Mr. Shreiber stock options in accordance with a formulaindependence standards set forth in Nasdaq’s continued listing requirements promulgated pursuant to Section 10C of the Stock Option Plan approved by the shareholders. The Compensation Committee is responsible for certifying the satisfaction of performance objectives in accordance with performance-based compensation arrangements.Exchange Act.

J & J’s policy isJ’s policies are generally not to have employment contracts or change in control agreementsprovisions for its executive officers. Its five named executive officers have an average of over 35 years’ service with the Company. None of these officers have employment contracts or change-in-control agreements.provisions. This substantial long-term commitment is also demonstrated in this group’s significant ownership of Company stock.

Annual Cash Incentive

The annual cash incentiveAnnual Cash Incentive or bonusBonus for each Named Executive Officer is handled in a variety of ways. Certain executives are governed by various formula described below which have been developed over the years. The Compensation Committee reviews the formula annuallydetermines bonuses based on Company and has determined that it is producing results that it considers fair and appropriate.individual performance.

Gerald B. Shreiber - CEO.Shreiber. At our 2004 Annual Meeting, the Shareholdersshareholders approved a bonus formula for Mr. Shreiber whereby he receives annually a bonus equal to two and one-half2.5 percent (2.5%) of the Company’s Net Earnings. ThisThe Compensation Committee did not follow this formula producedfor fiscal year 2019 due to the benefits of the Tax Cuts and Jobs Act of 2017. In 2019, Mr. Shreiber’s bonus was $2,270,469, which was again less than the pre-approved formula. Mr. Shreiber gave up his remaining salary for the year 2020 beginning in April 2020 in light of the global COVID-19 pandemic. He received a bonus of $1,754,571$457,604 in accordance with the formula set forth above for fiscal year 2020. For fiscal year 2021, Mr. Shreiber did not receive any salary, but did receive a grant of options.

Prior to assuming the role of Chief Executive Officer , Mr. Fachner’s annual bonus was aligned with his prior role and responsibilities.  Upon promotion to the role of Chief Executive Officer, in recognition of Mr. Fachner’s increased duties and role as Chief Executive Officer of J & J, the Compensation Committee approved a bonus of $900,000 for Mr. Fachner.

Ken A. Plunk was appointed Senior Vice President, CFO on September 21, 2020. Based on Company performance, as well as his own performance, for fiscal 2021, the Compensation Committee approved a bonus of $375,000 for Mr. Plunk.

Robert Pape, Senior Vice President Sales, received a bonus that was  discretionary based on Company and individual performance.

Stephen J. Every was appointed Chief Operating Officer of the ICEE Company in August 2021. He is entitled to a quarterly bonus which is dependent upon meeting certain income goals and can be adjusted as determined by the President. Mr. Every received a bonus of $42,000 in fiscal year 2015, $1,899,387 in fiscal year 2016 and $1,979,342 in fiscal year 2017.2021.

The annual bonus of Dennis G. Moore, ourLynwood Mallard was appointed Senior Vice President and CFO, is not determined by formula.Chief Marketing Officer in March 2021. In determiningfiscal year 2021, he was entitled to a bonus equal to 40% of his annual salary, prorated based on his hire date. Mr. Mallard received a bonus the Compensation Committee periodically reviews the pay for Chief Financial Officers includedof $58,000 in the Philadelphia Business Journal report on the 100 largest public companies in the region. The Committee did not use this information to create any specific comparison groups or as a benchmarking tool when determining any specific individual’s compensation, including Mr. Moore. The Committee also considers the recommendation of the CEO and the annual results of the Company.fiscal year 2021.

Robert M. Radano,, our the former Senior Vice President and COO, hasChief Operating Officer who retired in March 2021, did not receive a target bonus of 50% to 70% of his base compensation. His bonus is subjective and based upon his performance of the varying duties to which he is assigned from time to time.in fiscal year 2021.

The annual bonus of Daniel Fachner, the President of the Company’s subsidiary The ICEE Company, is equal to two percent (2%) of the earnings before taxes and foreign currency adjustments for the ICEE Company.

The annual bonus of GerardDennis G. Law, ourMoore, former Senior Vice President and Assistant to President, is subjective and based upon his performance of the varying duties to which he is assigned from time to time.former Chief Financial Officer did not receive a bonus in fiscal year 2021.

Long-Term Incentives

Long-term incentive compensation is designed to:

TheHistorically, the Compensation Committee’s decision to limit has limited the use of long termlong-term compensation to the stock options described below is because the Named Executive Officers have already accumulated substantial stock ownership over their long periods of service. Asoptions. During fiscal 2021, as a result compensationof approval of the Named Executive Officers is primarily current compensation. TheCompany’s Amended and Restated Long Term Incentive Plan, the Compensation Committee did nothas begun to consider anythe grant of other formstypes of incentive awards including performance stock units and restricted stock.

In the first quarter of fiscal year 2022, the Compensation Committee made changes to our executive long-term compensation plan to grant half of our long-term incentives in the form of performance-based equity. Beginning in fiscal year 2022, the Compensation Committee has granted a mix of long-term incentives, since its opinion is that50% in the form of restricted stock option grantsunits (“RSUs”) and 50% in the form of performance share units (“PSUs”). The restricted stock awards generally vest in equal annual installments, subject to continued employment, over three years. The PSUs are sufficient long-term incentives.earned based on continued employment and financial performance. PSUs may be earned between 50% of the target level for threshold performance and up to 200% of the target level for maximum or above performance, based on the Company’s financial performance. The PSUs are forfeited in the case of performance below the threshold amount.

The terms of the long-term incentive awards granted to Named Executive Officers are described in the narrative to Summary Compensation Table and Grants of Plan-Based Awards table. In accordance with the Stock Option Plan, Mr. Shreiber’s options are granted at the end of the Company’s fiscal year. With the exception of options granted to recently hired employees at time of hire or to employees hired in connection with an acquisition, stock options have usually been granted annually. On February 15, 2017 the Company issued options to various employees exercisable at that date’s closing price for the Common Stock.

Benefits

Our Named Executive Officers participate in the full range of benefit and retirement plans provided to all salaried employees. These include health and welfare benefits, our 401(k)401(K) plan and our Stock Purchase Plan.

Perquisites

J & J provides a limited number of perquisites to its Named Executive Officers. The most significant of these perquisites to the Named Executive Officers is the use of a Company automobile. Mr. Fachner is provided withreceives an allowance to defray the cost of his country clubCountry Club membership.

Tax and Accounting Considerations

DeductibilityPursuant to the Tax Cuts and Jobs Act of Executive Compensation. In general, the2017 compensation awardedover $1 million to our Named Executive Officers will be taxable to the executive and will give rise to a corresponding corporate deduction at the time the compensation is paid. Section 162(m) of the Code generally denies a federal income tax deduction for certain compensation in excess of $1 million per year paid to the Chief Executive officer or the other named executive officers. During 2017, any compensation to Named Executive Officers in excess of $1 million was performance-based compensation pursuant to a plan approved by the shareholders and therefore outside the Section 162(m) limitations on deductibility.

Although deductibility of compensation is preferred, tax deductibilityexecutives is not a primary objective of our compensation programs. We believe that achieving our compensation objectives set forth above is more important than the benefit of tax deductibility. We reserve the right to maintain flexibility in how we compensate our executive officers, which may result in limiting the deductibility of amounts of compensation from time to time.

Accounting for Stock-Based Compensation.deductible. Stock-based compensation expense for all share-based payment awards is based on the grant date fair value (as computed in accordance with FASB ASC 718).value.

CEO Pay Ratio

Under rules adopted pursuant to the Dodd-Frank Act of 2010, the Company is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the Company’s Chief Executive Officer.

We identified the median employee using our employee population on June 2021 and total year-to-date compensation for all employees, excluding the Company’s Chief Executive Officer.

Policy on Claw Backs

The Company doeshas a policy on Claw Backs. Under such policy a Claw Back review may be initiated as a result of any suspected non-compliance, which includes, but is not havelimited to:

• fraud, money laundering, bribery, corruption or other form of misconduct;

• any restatement of financial reports as a result of any misconduct;

• any act causing reputational harm to the Company or its business activities;

• any other grossly negligent acts or omissions of executives, including a failure to supervise in appropriate circumstances;

• failure to identify, raise or assess in a timely manner any risks or concerns material to the Company, its business activities or its reputation; and

• any other violation of the Company's General Code of Ethics.

Policy Against Hedging

The Board of Directors also unanimously adopted an Anti-Hedging Policy in 2020. Under such policy providing forExecutive Officers and Directors of the recoveryCompany and its subsidiaries shall not, unless previously approved by the Nominating and Governance Committee of awardsthe Board, directly or payments ifindirectly:

• Purchase any financial instrument, or enter into any transaction, that is designed to hedge or offset a decrease in the relevant performance measures upon which they are based are restatedmarket value of Company stock (including, but not limited to, prepaid variable forward contracts, equity swaps, collars or exchange funds); or

• Hypothecate, or otherwise adjustedencumber shares of Company stock as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a manner that would reduce the size of an award or payment. The Securities and Exchange Commission has proposed a rule on claw backs, which has not been finalized. This proposed rule would require final action by NASDAQ. If and when the SEC and NASDAQ adopt final rules requiring such a policy, the Company intends to comply.margin account.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of the Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee of the Board of DirectorsDirectors:

Sidney R. Brown, Chairman

Peter G. Stanley

Vincent Melchiorre

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table summarizes compensation paid or earned for the three fiscal years ended September 30, 201725, 2021 for the Company’s Chief Executive Officer and other Named Executive Officers.

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(1) The value of the option awards equals their grant date fair value as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of the option awards in this column, please refer to Note A.13 to the financial statements included as part of our Annual Report on Form 10-K for the fiscal year ended September 25, 2021.

(2) Includes use of Company automobiles, 401(k) match, group term life insurance, membership fees at a local country club for Mr. Fachner, and consulting fees paid to Mr. Moore.

(3) In October 2020, Mr. Plunk received 1,579 shares issued pursuant to an Inducement Restricted Stock Award Agreement with such shares vesting over three (3) years in equal installments.

(4) Mr. Radano retired March 2021.

(5) Mr. Moore retired as Chief Financial Officer in September 2020. Mr. Moore continued to work for the Company until December 2020, and then served in a consulting role until July 2021.

(6) Mr. Mallard was appointed Senior Vice President and Chief Marketing Officer in March 2021.

(7) Mr. Every was promoted to Chief Operating Officer of the ICEE Company in July 2021.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

GRANTS OF PLAN-BASED AWARDS IN FISCAL 20172021

Long term awards granted in fiscal 20172021 to the Named Executive officers are shown in the following table.

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(1)         This column shows the number of stock options granted in fiscal 2021 to each Named Executive Officer. These options are not exercisable until three years after the date of grant.

(2)         This column shows the exercise price for options granted in fiscal 2021 to each Named Executive Officer, which was the closing price of J & J’s common Stock on the date the options were granted.

(3)         The value of the option awards equals their grant date fair value as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of the option awards in this column, please refer to Note A.13 to the financial statements included as part of our Annual Report on Form 10-K for the fiscal year ended September 25, 2021.

(4)         In October 2020, Mr. Plunk received 1,579 shares issued pursuant to an Inducement Restricted Stock Award Agreement with such shares vesting over three (3) years in equal installments.

OPTION EXERCISES

The following table provides information on stock options exercised by the Named Executive Officers during fiscal year 2017.2021.

TRANSACTIONS WITH RELATED PERSONS

The Compensation Committee is required to approve the compensation payable to officers and directors and to family membersmembers of officers and directors. The Company’s Code of Business Conduct and Ethics applies to all officers, directors and employees of the Company. This code requires that if any director or executive officer or their family members or friends seek to provide goods or services to the Company or ishas or will be a party tohave any transaction with the Company that is expected to exceed $120,000, they must notify the Company’s Chief Financial Officer, who reviews the proposed transaction and notifies the Nominating and Corporate Governance Committee for review and action as it sees fit.

The Charter of the Nominating and Corporate Governance Committee provides that the Committee shall review the material terms of the transaction, including the approximate dollar amount, and otherthe material terms of the transaction,facts and the related person’spersons direct or indirect interest in, or relationship to, the transaction. In determining whether to approve or ratify a transaction, the Committee is directed to consider, among other factors it may deem appropriate, whether the transaction was or will be on terms no less favorable that those generally available to an unaffiliated third party under the same or similar circumstances. No director may participate in the discussion or approval of a transaction in which he or she, or a member of his or her immediate family, has a direct or indirect interest.

TheNominating and Corporate Governance Committee’s Charter provides that it is deemed to have approved any transaction, even if exceeding $120,000, in which a related person’s only interest is as a holder of the Company’s stock, and all holders received or will receive proportional benefits (such as the payment of regular quarterly dividends).

The directors and executive officers annually complete a proxy questionnaire in which they are asked to describe any transactions they or their immediate family have with the Companycompany in an amount that exceeds $120,000.

CERTAIN TRANSACTIONS

Robyn Shreiber, daughter of Gerald B. Shreiber, is Vice President, National Account Sales of J & J Snack Foods Sales Corp., a subsidiary of J & J. During fiscal 20172021 she received $262,669$279,754 in total compensation. Frank Shreiber, brother of Gerald B. Shreiber, is Director of Purchasing. During fiscal 2017,2021, he received $172,193$183,345 in total compensation. Marjorie Shreiber Roshkoff, daughter of Gerald B. Shreiber, is a member of the Board, Vice President In-Houseand General Counsel of J & J Snack Foods Corp. During fiscal 2017,2021, she received $151,515$293,998 in total compensation.

Mr. Brown’scompensation for her role as Vice President and General Counsel. Ms. Roshkoff’s husband, Ken Roshkoff, is the owner of a global marketing research company, NFI Industries,AMC Global. In fiscal year 2021 AMC Global provided transportationattitudinal and research services to the Company totaling approximately $38,000 in the amount of $307,000. Aaron Winkelman, son-in- law of Daniel Fachner, is Senior Director of Managed Service for the ICEE Company. During fiscal 2015, $0 in 2016 and approximately $167,000 inyear 2021, he received total compensation of $201,941. Tyler Every, son of Steve Every, is Director of Business Development for the ICEE Company. During fiscal 2017.year 2021, he received total compensation of $127,268.

POTENTIAL PAYMENT UPON TERMINATION OR CHANGE IN CONTROL

The Company does not have any agreementsagreements to provide payment or benefits to any Named Executive Officer upon termination or change-in-control.

REPORT OF THE AUDIT COMMITTEE

The primary purpose of the Audit Committee is to oversee the Company’sCompany’s accounting and financial reporting process and the audits of the Company’s financial statements, as further detailed in the Committee’s Charter.Charter attached as Exhibit B to the Proxy Statement for the 2005 Annual Meeting.

The Company’sCompany’s management is responsible for the integrity of the Company’s financial statements, as well as its accounting and financial reporting process and internal controls for compliance with applicable accounting standards, laws and regulations. The Company’s independent registered public accounting firm, Grant Thornton LLP (“Grant Thornton”), is responsible for performing an independent audit of the Company’s financial statements in accordance with generally accepted auditing standards and expressing an opinion in its report on those financial statements.

The Audit Committee is responsible for monitoring and reviewing these processes, as well as the independence and performance of the Company’sCompany’s independent registered public accounting firm. The Audit Committee does not conduct auditing or accounting reviews or procedures. The Audit Committee has relied on management’s representation that the financial statements have been prepared with integrity and in conformity with generally accepted accounting procedures in the U.S., and on the independent registered public accounting firm’sfirm representations included in its report on the Company’s financial statements. The Company’s independent registered public accounting firm also audited and discussed with the Audit Committee the Company’s internal controlscontrol over financial reporting.

The Audit Committee reviewed and discussed with management the Company’sCompany’s audited financial statements for fiscal year 2017.2021. The Committee discussed with the Company’s registered public accounting firm, Grant Thornton, the matters required to be discussed pursuant to Public Company Accounting Oversight Board (“PCAOB”)by the Codification of Statements on Auditing Standard No. 16, CommunicationsStandards 61, Communication with Audit Committees (as modified or supplemented). In addition, the Audit Committee discussed with Grant Thornton its independence from the Company and considered whether the provisionproviding of non-audit services to the Company by Grant Thornton is compatible with maintaining Grant Thornton’s independence. The Company also received the written disclosures and letter from Grant Thornton required by applicable requirements of PCAOB Auditing Standards regarding Grant Thornton’s communications with the Audit Committee concerning independence.

Based on these reviews and discussions and in reliance thereon, the Audit Committee recommended to the Board of Directors that the audited financial statements offor the Company be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.25, 2021.

Audit Committee of the Board of Directors:

Peter G. Stanley, (Chairman)Chairman

Sidney R. Brown

Vincent Melchiorre

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

It is contemplated that Grant Thornton will be selected to serve as the Company’sCompany’s independent registered public accountants for fiscal year 2018.2022. Grant Thornton also served as the Company’s independent accountants for fiscal year 2017.2021. A representative of Grant Thornton is expected to attend the virtual Annual Meeting, will have an opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions from shareholders.stockholders.

Audit Fees

The following aggregate fees were billed to the Company in each of the last two fiscal years for professional services rendered by Grant Thornton for the audit of the Company’sCompany’s annual financial statements and services that are normally provided by Grant Thornton in connection with statutory and regulatory filings or engagements for those fiscal years:

Audit-Related Fees

The following aggregate fees were billed to the Company in each of the last two fiscal years for (1) financial accounting and reporting services, and (2) acquisition-related services, in each case rendered by Grant Thornton and that were reasonably related to the performance of the audit or review of the Company’sCompany’s financial statements but are not included in the audit fees reported above: