Guillermo Diaz, Jr.
JACK IN THE BOXAbout Guillermo Diaz, Jr.
Independent director since September 2022; age 59. Diaz is CEO/Founder of Conectado Inc., Chairman of the Hispanic Technology Executive Council (HITEC), former Global CIO of Cisco (2000–2020), and serves on the Blue Shield of California board; he brings deep IT, digital transformation, and DEI leadership to JACK’s board and is designated an independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Global Chief Information Officer; led Customer Digital Transformation program | Jan 2000 – Feb 2020 | Drove enterprise digital strategy and customer digital transformation partnerships |
| Kloudspot, Inc. | Chief Executive Officer | Feb 2020 – Dec 2021 | Led AI/IoT analytics platform provider |
| U.S. Navy | Telecommunications (early career) | Not disclosed | Military scholarship; B.S. in Business Administration, Regis University (CO) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Conectado Inc. | CEO & Founder | Since Feb 2022 | Web3 platform focused on access for underrepresented minorities |
| Hispanic Technology Executive Council (HITEC) | Chairman | Since Jan 2019 | Global executive leadership org; DEI leadership |
| Blue Shield of California | Director (Board member) | Since Aug 2020 | Not a public company board |
Board Governance
- Committee assignments: Audit Committee member; the committee matrix indicates Diaz serves on two committees (Audit plus one other); the Compensation Committee report does not list him, implying the second is Nominating & Governance (N&G) .
- Independence: Board determined Diaz is independent under NASDAQ rules and Company guidelines .
- Attendance: Each director, including Diaz, attended >75% of Board and committee meetings during fiscal 2024; the Board held four meetings .
- Board structure and processes: Independent Non-Executive Chairman; regular executive sessions of independent directors; committee member independence affirmed; N&G oversees board leadership and refreshment .
| Committee | Role | Notes |
|---|---|---|
| Audit Committee | Member | Named in Audit Committee Report |
| Nominating & Governance Committee | Member (per committee matrix) | Committee assignments shown in board nominee matrix; not on Compensation Committee per report signatories |
Fixed Compensation
- Director program (effective after Mar 1, 2024): Annual Board cash retainer $75,000; RSU grant value $125,000; committee retainers include Audit/Comp Chair $25,000, N&G Chair $15,000; Audit member $12,500; Comp member $10,000; N&G member $10,000; Non-Exec Chair additional cash $60,000 and RSU $60,000 .
- Stock ownership guideline: 5x annual Board cash retainer; must hold 50% of net shares from RSU vesting until guideline met .
| Director (FY2024) | Cash Fees | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Guillermo Diaz, Jr. | $88,750 | $122,413 | $211,163 |
Performance Compensation
- Equity vehicle and vesting: Annual RSUs vest on the earlier of 12 months from grant or upon Board service termination; directors may elect deferral; no performance-vested equity for non-employee directors; no options granted to directors in FY2024 .
- Hedging/pledging: Directors prohibited from hedging, pledging, or holding stock in margin accounts .
| Equity Element | Vehicle | FY2024 Grant Value | Vesting/Terms |
|---|---|---|---|
| Annual equity | Time-vested RSUs | $122,413 (Diaz) | Vest at 12 months or upon service termination; deferral optional; no dividends on unvested units |
Other Directorships & Interlocks
| Category | Company | Role | Committee Roles |
|---|---|---|---|
| Public company boards | — | — | — (none listed for Diaz) |
| Other boards | Blue Shield of California | Director | Not disclosed |
- Compensation Committee interlocks: None disclosed for any directors in FY2024 .
- Related-party transactions: None involving directors or their affiliates in FY2024 (>$120,000 threshold) .
Expertise & Qualifications
- IT/digital transformation leadership (Cisco CIO; Kloudspot CEO; Conectado founder) .
- DEI leadership (HITEC Chairman) .
- Board-level cyber/risk relevance: Board reviews cybersecurity risk with CIO; Diaz’s background supports risk oversight (context for board oversight) .
- Education: B.S. in Business Administration, Regis University (CO) .
- Not designated an “audit committee financial expert” (FE) in committee matrix; Audit FE designations were Myers, Ramirez, Yeung .
Equity Ownership
- Stock ownership guideline: 5x annual retainer; Diaz is within the allowed period to reach guideline (joined Sept 2022) .
- Beneficial holdings as of record date: 3,005 shares total (1,332 direct; 1,673 unvested RSUs); less than 1% of shares outstanding; no pledging allowed .
| Metric | Amount |
|---|---|
| Direct holdings | 1,332 shares |
| Unvested RSUs (counts toward director ownership guideline) | 1,673 units |
| Total beneficially owned | 3,005 shares |
| Shares outstanding (record date) | 18,855,553 |
| Ownership as % of shares outstanding | ~0.016% (3,005 / 18,855,553) |
| Ownership guideline | 5x annual cash retainer; hold 50% of net vested shares until met |
| Guideline status | Not yet met; within permitted timeframe for new directors |
| Hedging/Pledging policy | Prohibited for directors |
Governance Assessment
- Strengths for investor confidence: Independent director; Audit Committee member; >75% attendance; no related-party transactions; robust director ownership policy; prohibition on hedging/pledging; strong Say-on-Pay support (94.1% in 2024; >92% since 2014) .
- Potential watch items: Newer director still building ownership to meet 5x retainer guideline (within allowed period); no public-company board interlocks (reduces conflict risk but limits public board cross-experience) .
No RED FLAGS identified in FY2024 disclosures: no attendance issues, no related-party transactions, no hedging/pledging, no director compensation anomalies, and committee independence affirmed .