David Goebel
JACK IN THE BOXAbout David L. Goebel
Independent Non-Executive Chairman of the Board at Jack in the Box Inc.; age 74; director since December 2008; Non-Executive Chairman since June 2020. Background spans >40 years across retail, food service, and hospitality, including President/CEO roles at Applebee’s (2006–2007) and senior leadership/operating roles at Summit Management, Finest Foodservice (Boston Market franchise), Santoku (Cultivare/Pie Five), and Mr. Goodcents; currently a partner and Faculty Member at The ExCo Group (Merryck & Co. Americas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applebee’s International, Inc. | President & CEO; earlier executive roles | 2001–2007 (CEO 2006–2007) | Led ~2,000-restaurant system; operational and strategic leadership |
| Summit Management, Inc. | President | Prior to 1994 | Executive development, strategic planning |
| Finest Foodservice, LLC (Boston Market franchise) | Co-founder & COO | 1994–1998 | Developed 80 restaurants across 7 states; operations/supply chain |
| Santoku, Inc. (Cultivare Greens & Grains; Pie Five Pizza) | Founding Principal & President | Since 2008 | Concept/restaurant development |
| Mr. Goodcents Franchise Systems, Inc. | Acting President & CEO | 2010–2014 | Franchise operations, executive leadership |
| The ExCo Group (Merryck & Co. Americas) | Partner & Faculty Member | Since May 2008 | CEO mentoring; leadership development |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Wingstop Inc. | Director | Since 2017 | Chair, Compensation Committee; Member, Nominating & Corporate Governance |
| Murphy USA Inc. | Director | Since Oct 2021 | Member, Audit Committee; Member, Executive Compensation Committee |
| iOR Holdings, Inc. (private) | Director | Since June 2020 | Board oversight |
Board Governance
- Independence: Independent director under NASDAQ and company guidelines; all directors except CEO are independent .
- Chair role: Non-Executive Chairman leading the Board’s agenda-setting and executive sessions of independent directors; Board affirms split CEO/Chair structure as effective .
- Committee assignments: Member, Compensation Committee (committee report signatory) .
- Attendance: In FY2024, attended >75% of Board/committee meetings; Board met 4 times in FY2024 .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled meeting, led by Mr. Goebel .
- Governance practices: Clawback policy compliant with Nasdaq Rule 5608; prohibitions on hedging/pledging and margin accounts; majority voting; shareholder rights to act by consent/call special meetings .
Fixed Compensation (Director)
| Element | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Board Service Cash Retainer | $65,000 | $75,000 | Paid quarterly; market adjustment effective post Mar 1, 2024 |
| Annual RSU Value | $110,000 | $125,000 | Time-vested RSUs to align with shareholders |
| Non-Exec Chairman Additional Cash Retainer | $45,000 | $60,000 | Role premium |
| Non-Exec Chairman Additional RSU Value | $45,000 | $60,000 | RSU premium for Chair |
| Committee Chair Fees (Audit/Comp) | $25,000 | $25,000 | Chair retainers |
| Committee Member Fees (Audit) | $10,000 | $12,500 | Member retainers |
| Committee Member Fees (Comp; N&G) | $7,500 / $5,000 | $10,000 / $10,000 | Member retainers |
| David Goebel – FY2024 Actual | Amount |
|---|---|
| Fees Earned/Paid in Cash | $138,750 |
| Stock Awards (RSUs; grant-date fair value) | $181,169 |
| All Other Compensation (dividend equivalents credited on deferred units/RSUs) | $41,392 |
| Total | $361,311 |
Performance Compensation
| Director Equity | Structure | Vesting | Notes |
|---|---|---|---|
| RSUs (Directors) | Time-vested; annual grant shortly after AGM | Vest on the earlier of 12 months from grant or termination of Board service (unless deferred) | No dividends paid on unvested RSUs; directors may defer RSUs to termination; deferred RSUs earn dividend equivalents when Company pays dividends |
Board oversight of pay-for-performance (executive metrics under Compensation Committee purview) | FY2024 AIP Metric | Weight | Target/Payout Mechanics | FY2024 Result | Weighted Payout | |---|---|---|---|---| | Consolidated Adjusted EBITDA | 50% | Threshold 50%, Target 100%, Max 200%; prorated between levels | $322.3M vs $333.7M target → 83.8% payout | 41.9% | | Jack in the Box System SSS | 24% | Same mechanics; brand-specific targets | −1.3% vs 2.99% target → 0.0% payout | 0.0% | | Del Taco System SSS | 6% | Same mechanics | −1.5% vs 3.95% target → 0.0% payout | 0.0% | | Jack Development & Growth (strategic) | 10% | Cumulative attainment thresholds; not prorated | Target achieved → 100% payout | 10.0% | | Del Taco Development & Growth (strategic) | 10% | Cumulative attainment thresholds; not prorated | Maximum achieved → 200% payout | 20.0% | | Total AIP Payout | — | — | — | 71.9% of target |
Other Directorships & Interlocks
| Company | Overlap/Relationship | Interlocks |
|---|---|---|
| Wingstop Inc. (restaurant peer) | Fast-casual chicken chain; Mr. Goebel chairs Compensation Committee and sits on Nominating & Corporate Governance | Company discloses no compensation committee interlocks with other entities; no Item 404 related-party ties in FY2024 |
| Murphy USA Inc. (fuel/convenience retail) | Director; Audit and Executive Compensation committees | No interlocks/related-party transactions; independence affirmed |
- Policy restricts non-employee directors to no more than three other public company boards (Mr. Goebel currently at two) .
Expertise & Qualifications
- Deep operating experience in franchised restaurant systems, concept development, and supply chain; executive development and strategic planning expertise; compensation and succession planning insights from chairing Wingstop’s Compensation Committee and serving on MUSA’s Executive Compensation Committee .
- Financial oversight exposure via committee service at Murphy USA (Audit) and governance roles across multiple boards .
Equity Ownership
| Metric (as of Jan 3, 2025 unless noted) | Amount |
|---|---|
| Direct holdings | 6,667 shares |
| Deferred stock equivalents/common stock units | 24,742 units (settle 1:1 at Board departure) |
| Unvested RSUs counted as beneficial | 2,476 units |
| Total beneficial ownership | 33,885 shares/units (<1% of outstanding) |
| Ownership guideline | Required ≥5x annual Board cash retainer; must hold ≥50% of net shares from vesting until met |
| Compliance status | Meets guideline; only Diaz and Ramirez are still within time to meet |
| Ownership value (FY2024 year-end price $45.41) | $1,526,866 (direct/unvested + deferred units) |
| Hedging/pledging | Prohibited for directors; no margin accounts |
Governance Assessment
- Positives: Independent Non-Executive Chairman; strong attendance; robust governance (clawback, majority voting, no hedging/pledging); high shareholder support for Say-on-Pay (94.1% in 2024; >92% since 2014) indicating alignment with investor expectations .
- Compensation alignment: Director pay appropriately balanced between cash retainer and equity; market adjustments in FY2024 reflect benchmarking and Chair responsibilities .
- Ownership alignment: Significant beneficial ownership and full compliance with director stock ownership requirements; ongoing deferrals further align long-term interests .
- Potential risks/RED FLAGS to monitor: Cross-board service at Wingstop (industry peer) could present perceived information-flow or time-commitment concerns; mitigated by independence determination and absence of related-party transactions or interlocks requiring disclosure . No pledging/hedging reduces alignment risk .
Related-party transactions and conflicts: Company reports no transactions ≥$120,000 involving directors/officers in FY2024; independence affirmed and committee member independence satisfied under applicable SEC/NASDAQ rules .
Compensation oversight context: The Compensation Committee (of which Mr. Goebel is a member) employs independent consultants, sets rigorous goals, and applies discretion in payouts; policy prohibits repricing and mandates double-trigger vesting on change-in-control for equity—shareholder-friendly safeguards .