Enrique Ramirez
JACK IN THE BOXAbout Enrique Ramirez
Independent director at Jack in the Box Inc. since January 2024; age 53 as of January 27, 2025. Currently President of Buff City Soap; previously General Manager of Pizza Hut Latin America & Iberia (2020–2022) and CFO of Pizza Hut Global (2014–2020). Holds a B.A. in Economics from ITAM and an MBA from The Wharton School; designated as a Financial Expert on the Board’s Audit Committee. Independent status confirmed; tenure on JACK’s board ~2 years through FY2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pizza Hut Global (Yum! Brands) | Chief Financial Officer | Jan 2014 – Apr 2020 | Led global finance; deep multi-unit restaurant financial oversight |
| Pizza Hut Latin America & Iberia (Yum! Brands) | General Manager | Apr 2020 – Mar 2022 | Regional leadership; operations and strategy |
| Pizza Hut | Finance & Strategic Development roles | 2010 – 2014 | Progressively senior finance roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buff City Soap | President | Current | Scaled retail operations across >250 locations |
| Six Flags Entertainment Corporation | Director; served as Audit Committee Chair (legacy Six Flags) | Chair role documented in 2021 and referenced in Dec 2023 | Chaired Audit Committee; governance and financial oversight |
Note: Post the 2024 Six Flags/Cedar Fair merger, committee leadership at Six Flags changed; the 2025 proxy lists Michelle Frymire as Audit & Finance Committee Chair. Enrique Ramirez Mena remains on the board with prior audit chair experience.
Board Governance
- Committee memberships at JACK: Audit Committee member; designated Financial Expert. Audit Committee met 4 times in FY2024 and issued its report recommending inclusion of audited financials in the FY2024 Form 10-K.
- Independence and attendance: Independent director; all director nominees (including Ramirez) attended more than 75% of Board and applicable committee meetings in FY2024.
- Tenure: Director since January 2024; listed among nominees for election in 2025.
- Governance protections: Prohibition on director hedging and pledging; formal clawback policy adopted Oct 2, 2023 per Nasdaq Rule 5608.
Fixed Compensation
| Element | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Board Service Cash Retainer | $65,000 | $75,000 (effective after Mar 1, 2024) | Paid quarterly in arrears; new directors receive prorated payments |
| Audit Committee Member Retainer | $10,000 | $12,500 | Member retainers adjusted effective Mar 1, 2024 |
| Restricted Stock Award Value (annual) | $110,000 | $125,000 | Granted shortly after annual meeting; RSUs time-vest |
| Finance Committee | $5,000 (member retainer) | Committee dissolved in Mar 2024 | Governance streamlining |
| Director | Fees Earned or Paid in Cash | Stock Awards (RSUs grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| Enrique Ramirez (FY2024) | $52,500 | $122,413 | $0 | $174,913 |
- Notes: Ramirez joined in Jan 2024; received prorated cash retainers and the annual RSU grant in March 2024.
Performance Compensation
| Instrument | Grant cadence | Vesting | Dividends on RSUs | Performance linkage |
|---|---|---|---|---|
| RSUs (Director equity) | Shortly after Annual Meeting (e.g., March 2024) | Earlier of 12 months from grant date or termination of Board service (unless deferred) | No dividends on unvested RSUs; deferred, vested RSUs accrue dividend equivalents as common stock equivalents to extent Company pays dividends | Time-based only; no performance metrics for director RSUs |
No stock options or PSUs disclosed for directors; no meeting fees; compensation reviewed by independent consultant (Meridian) and targeted to ~50th percentile.
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| Six Flags Entertainment Corporation | Director | Served as Audit Committee Chair (legacy Six Flags); committee leadership evolved post-merger | Chair reference (2021 proxy); “currently serves as Chairman of the Audit Committee” stated in Dec 2023 announcement; verify current role post-merger in 2025 filings |
Expertise & Qualifications
- Financial expertise recognized (Financial Expert designation); extensive CFO background in global QSR; multi-unit retail operations leadership.
- Industry experience: QSR (Pizza Hut), consumer retail (Buff City Soap); cross-border exposure (Latin America/Iberia).
- Education: B.A. Economics (ITAM); MBA (Wharton).
Equity Ownership
| Metric (as of FY2024 end or specified date) | Value |
|---|---|
| Beneficial ownership (Jan 3, 2025) – Unvested RSUs | 1,673 |
| Beneficial ownership (Jan 3, 2025) – Direct holdings | 0 |
| Total shares beneficially owned | 1,673; <1% of class |
| Ownership value (as of FY2024 end @ $45.41) | $75,971 |
| Stock ownership guideline | 5x annual Board retainer (5 × $75,000 = $375,000) |
| Compliance status | Not yet met; within allowed time after joining Board |
Holding requirement: must hold at least 50% of shares from RSU vesting until guideline is met; hedging/pledging prohibited.
Insider Trades
| Filing | Date filed / event | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Event: 01/15/2024; filed 01/17/2024 | Initial director beneficial ownership filing at JACK |
| Form 4 (Statement of Changes in Beneficial Ownership) | Filed 03/03/2025 | Reported changes in ownership as a director of JACK |
Governance Assessment
- Board effectiveness: Ramirez strengthens Audit Committee bench with deep CFO/QSR experience; listed as Audit Committee Financial Expert and participated in oversight including four Audit Committee meetings in FY2024.
- Independence and alignment: Independent status; director pay mix balanced with cash retainer and time-vested RSUs; compensation program adjusted to market median per Meridian’s review (retainer increased to $75k; RSU value to $125k).
- Ownership alignment: Currently below 5× retainer ownership guideline ($75,971 vs $375,000), but within permitted time window for new directors; required holding of 50% of vested shares until guideline met. Hedging and pledging prohibited, reducing misalignment risk.
- Conflicts/related-party exposure: Company disclosed no related-party transactions ≥$120,000 involving directors in FY2024; ongoing prohibition on hedging/pledging and robust clawback policy mitigate governance risk.
RED FLAGS: None disclosed specific to Ramirez. Monitoring items include ownership guideline progress and any future related-party transactions; Six Flags directorship does not present an apparent competitive conflict with JACK’s QSR business based on FY2024 related-party disclosures.