Alan Smolinisky
JACK IN THE BOXAbout Alan Smolinisky
Independent director appointed to Jack in the Box’s Board in November 2025 following a cooperation agreement with shareholder GreenWood Investors. Smolinisky brings an investor perspective and real estate/capital deployment expertise; he was named Chair of the newly formed Capital Allocation Committee. Tenure begins effective within five business days of November 3, 2025; age and education not disclosed in company materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conquest Housing | Principal | Not disclosed | Strategy and capital deployment across real estate, public securities, sports/media; transformative investor orientation. |
| Various enterprises | Founder/serial entrepreneur | Nearly three-decade career (general) | Founded and scaled multiple enterprises; value creation across commercial real estate, finance, capital markets. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Los Angeles Dodgers | Co-owner | Not disclosed | Iconic sports franchise ownership; signals brand stewardship and investment acumen. |
Board Governance
- Appointment and Board expansion: Board increased from 8 to 10; Smolinisky and Mark King appointed, with both to be nominated for election at the 2026 Annual Meeting.
- Committee leadership: The Board formed a Capital Allocation Committee; Smolinisky will serve as Chair.
- Independence: Appointed as an independent director.
- Confidentiality and information-sharing: Company and GreenWood intend to enter a confidentiality agreement under which Smolinisky may share certain confidential information with GreenWood (subject to terms).
- Investor influence provisions (risk signal): During the covered period, Board size capped at 10 without GreenWood consent; if Smolinisky cannot serve and GreenWood maintains ≥5% beneficial ownership, GreenWood may designate a reasonably acceptable replacement.
- Governance practices: JACK maintains majority voting for directors, independent non-executive chair, regular executive sessions, prohibition on hedging/pledging/short sales by directors, NASDAQ-compliant clawback policy, and no poison pill. These practices bolster investor confidence.
Fixed Compensation
Standard independent director compensation program (effective after March 1, 2024). Program-level values; individual grant details for Smolinisky not yet disclosed.
| Compensation Element | 2023 | 2024 |
|---|---|---|
| Board Service Cash Retainer | $65,000 | $75,000 |
| Restricted Stock Award Value | $110,000 | $125,000 |
| Audit Committee Chair Retainer | $25,000 | $25,000 |
| Compensation Committee Chair Retainer | $25,000 | $25,000 |
| Nominating & Governance Chair Retainer | $12,500 | $15,000 |
| Finance Committee Chair Retainer | $12,500 | $12,500 |
| Audit Committee Member Retainer | $10,000 | $12,500 |
| Compensation Committee Member Retainer | $7,500 | $10,000 |
| Finance or N&G Committee Member Retainer | $5,000 | $10,000 |
| Additional Non-Executive Chairman Cash Retainer | $45,000 | $60,000 |
| Additional Non-Executive Chairman RSU Value | $45,000 | $60,000 |
Note: Finance Committee was dissolved in March 2024.
Performance Compensation
Directors are paid primarily in time-vested RSUs, not performance shares; metrics are not used for director equity.
| Feature | Detail |
|---|---|
| Equity form | Annual RSUs; value determined by closing price at grant; Non-Exec Chair receives higher value. |
| Vesting | RSUs vest the earlier of 12 months from grant or upon Board service termination. |
| Deferral | Directors may elect to defer RSUs and cash retainers into stock equivalents; deferred RSUs earn dividend equivalents to the extent the Company pays dividends. |
Other Directorships & Interlocks
- No other public company directorships disclosed in JACK’s appointment announcements for Smolinisky.
- Board policy restricts directors to no more than three other public company boards (governance safeguard).
Expertise & Qualifications
- Investor perspective and capital allocation discipline; commercial real estate expertise; transformative value creation across asset-light strategies and portfolio deployment.
- Board-level fit with JACK’s “JACK on Track” strategy centered on returning to a simplified, asset-light business model.
Equity Ownership
Initial beneficial ownership (Form 3 filed November 14, 2025).
| Title of Security | Amount of Securities Beneficially Owned | Ownership Form | Nature of Indirect Beneficial Ownership |
|---|---|---|---|
| Common Stock | 140,646 | Indirect | By The Alan Smolinisky Trust |
| Common Stock | 10,000 | Indirect | By The Mario Smolinisky Marital Trust under the Smolinisky Family Trust |
| Common Stock | 8,200 | Indirect | By The Mario Smolinisky Bypass Trust under the Smolinisky Family Trust |
| Common Stock | 8,500 | Indirect | By The Caroline Smolinisky Living Trust |
| Common Stock | 2,000 | Indirect | By The Carol Smolinisky Living Trust |
| Common Stock | 1 | Indirect | By daughter |
| Common Stock | 1 | Indirect | By daughter |
| Common Stock | 1 | Indirect | By son |
| Aggregate beneficial holdings across listed accounts | 169,349 (sum of above) | Indirect | As detailed above |
- Pledging/hedging: Company prohibits directors from hedging, pledging, or holding stock in margin accounts; no pledging disclosed in the Form 3 filing.
- Ownership guidelines: Directors must own an amount equal to 5x the annual Board cash retainer; must hold at least 50% of after-tax shares from RSU vesting until guideline met; “reasonable period after joining” to meet.
Governance Assessment
- Strengths: Independent appointment; chair of Capital Allocation Committee (directly tied to capital deployment and asset-light strategy); robust corporate governance framework including majority voting, independent Chair, prohibition on hedging/pledging, and clawback policy. These practices support board effectiveness and investor alignment.
- Alignment: Significant beneficial ownership across family trusts indicates skin-in-the-game; director stock ownership policy requires meaningful holdings and ongoing retention.
- RED FLAGS / Watch items:
- Cooperation agreement terms grant GreenWood notable influence during the covered period (Board size cap at 10; right to designate a replacement if Smolinisky departs while ≥5% ownership is maintained), raising potential independence/perceived conflict considerations.
- Confidentiality agreement permits Smolinisky to share certain confidential information with GreenWood—monitor for information-sharing safeguards and committee-level protocols to mitigate conflicts.
- Compensation program signals: 2024 director pay levels were increased to align around the 50th percentile vs peer group; equity remains time-vested RSUs (no performance metrics), which is typical for directors but reduces performance-conditioning.
Attendance: Fiscal 2024 Board attendance exceeded 75% for all directors serving that year (Board held four meetings). Smolinisky’s attendance will be reportable beginning with fiscal 2025/2026 cycles.