James Myers

About James M. Myers

James M. Myers, 67, has served as an independent director of Jack in the Box Inc. since December 2010. He is the current Chair of the Audit Committee and is designated an SEC “audit committee financial expert.” Myers is a retired retail CEO and board chair (Petco) and previously spent 10 years as a CPA and public company auditor at KPMG LLP .

Past Roles

External Roles

Board Governance

• Independence: Independent director under NASDAQ and company guidelines .
• Committee assignments (current): Audit Committee Chair; designated audit committee financial expert .
• Board attendance: Each director, including Myers, attended >75% of Board and applicable committee meetings in FY2024; Board met 4 times .
• Board leadership: Independent Non‑Executive Chairman (David Goebel) with regular executive sessions of independent directors at each regular Board meeting .
• Tenure/refresh: Average Board tenure 11 years; policy requires directors with >12 years to tender voluntary resignation for committee review (periodic tenure review) .
• Conflicts/related-party transactions: None involving directors or officers in FY2024 requiring disclosure under Item 404 (>$120K) .
• Risk and controls: Audit oversees financial reporting, internal audit, ethics program; Audit met quarterly; Myers chairs Audit .
• Hedging/pledging: Prohibited for directors; no repricing without shareholder approval; NASDAQ-compliant clawback policy (applies to incentive comp) .

Fixed Compensation (Director)

Program structure (effective after March 1, 2024 unless noted):

Myers’ FY2024 actual director compensation:

Director stock ownership policy:

• Requirement: 5× annual Board cash retainer; must hold 50% of net shares from RSU vesting until met; counts direct holdings, unvested time‑based RSUs, deferred stock units .
• Compliance: Each director meets requirement except Diaz and Ramirez (both within grace periods). Myers meets the requirement .

Performance Compensation (Director)

• Equity is time‑based RSUs (annual), not performance‑conditioned; RSUs vest on the earlier of 12 months from grant or upon Board service termination; no dividends paid on unvested RSUs (deferrals earn equivalents only after vest/deferral) .
• For FY2024, annual director equity award value = $125,000; Myers’ FY2024 grant fair value recognized = $122,413 .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expert (SEC definition) with deep accounting/finance, public company audit, and CFO/CEO experience; skill set includes M&A, capital markets, financial reporting, strategy, brand/marketing, HR/compensation .
• Governance: Extensive audit oversight; risk, ethics, and internal control supervision via Audit Committee .

Equity Ownership

Beneficial ownership as of January 3, 2025:

Director ownership value as of FY2024 year‑end (stock price $45.41):

• Myers: 7,516 direct/unvested RSUs; 25,482 deferred units; total value $1,498,439; meets ownership guideline .

Policies and alignment:

• Prohibition on hedging/pledging/short sales by directors .
• RSU holding requirement until ownership guideline met .

Insider Trades (Form 4) – James M. Myers (JACK)

Recent filed transactions show routine director awards and dividend-equivalent credits; no open‑market purchases or sales observed in 2020–2025 dataset reviewed.

Note: Dataset (2020–2025) for “MYERS JAMES M” shows “A‑Award” entries (RSUs/deferred equivalents) and no “P” (open-market purchase) or “S” (sale) codes in the reviewed period. Source: Form 4 URLs above and skill output (/tmp/insider_trades_20251120_002733.json).

Governance Assessment

• Strengths
  • Independent Audit Committee Chair and SEC-designated financial expert; credible oversight of financial reporting, controls, and ethics program .
  • Strong alignment and ownership: meets 5× retainer ownership guideline; significant deferred equity; hedging/pledging prohibited .
  • Attendance and engagement: >75% attendance; participation in executive sessions; robust Board/committee evaluation processes .
  • No related‑party transactions involving directors in FY2024; clean conflicts disclosure .
  • Shareholder context supportive: Say‑on‑Pay approval 94.1% in 2024; >92% since 2014 .
• Watch Items
  • Board tenure is elevated (avg. 11 years); Myers (since 2010) is subject to the tenure review policy requiring a resignation offer after 12 years—mitigates entrenchment risk via periodic review .
  • Finance Committee dissolved in March 2024—oversight rebalanced across standing committees; Myers’ governance influence centers on Audit .

No red flags identified regarding attendance, independence, related‑party exposure, hedging/pledging, or director pay practices. Director compensation is standard (cash retainer plus time‑based RSUs) with clear ownership alignment and prohibitions against shareholder‑unfriendly practices .

Appendix: Key Tables and References

• Board nominees summary showing Myers as Independent Director, FE; committee legend confirming Audit Committee chairmanship symbol (✪) and FE designation .
• Audit Committee report explicitly lists “James M. Myers, Chair” .
• Beneficial ownership breakdown for Myers (direct, deferred units, unvested RSUs) .
• Director compensation program and Myers’ FY2024 director compensation .
• Director stock ownership requirements and compliance status .
• Related‑party transactions disclosure (none) .