Madeleine Kleiner
JACK IN THE BOXAbout Madeleine A. Kleiner
Independent director at Jack in the Box since 2011 (age 73), currently Chair of the Nominating & Governance Committee and a member of the Compensation Committee. Former EVP, General Counsel & Corporate Secretary of Hilton Hotels; prior senior legal/administrative roles at H.F. Ahmanson/Home Savings; former partner at Gibson, Dunn & Crutcher. Recognized governance, M&A, securities, and risk-management expert; also serves on Northrop Grumman’s board as Lead Independent Director and Compensation Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Hotels Corporation | EVP, General Counsel & Corporate Secretary | 2001–2008 | Oversaw legal, ethics, privacy, government affairs; executive committee member with significant board responsibilities |
| H.F. Ahmanson & Co./Home Savings of America | Sr. EVP, Chief Administrative Officer & General Counsel | 1995–1998 | Oversaw legal, HR, legislative/government affairs, corporate communications |
| Gibson, Dunn & Crutcher | Partner (M&A, governance, securities) | 1983–1995 (with firm since 1977) | Advised corporations/boards on M&A, governance, securities compliance |
| Merrill Lynch mutual funds (Hotchkiss & Wiley) | Director | 1999–2001 | Board oversight of registered funds |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Northrop Grumman Corporation | Director; Lead Independent Director; Compensation Committee member | 2008–present | Lead independent governance; compensation oversight |
| Ladies Professional Golf Association (LPGA) | Director | n/a | Non-profit governance |
Board Governance
- Independence: Board determined she is independent under NASDAQ rules and Company guidelines .
- Committee assignments: Chair, Nominating & Governance Committee; member, Compensation Committee .
- Attendance: All directors, including Kleiner, attended >75% of Board and committee meetings in FY2024; Board met 4 times in FY2024 .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Tenure and refreshment: Director since 2011; the Board’s Tenure Review Policy requires directors with >12 years’ service to submit a voluntary resignation for periodic review; Retirement Policy bars standing for election at age ≥75 .
- Board leadership: Independent Non-Executive Chairman; annual assessment of leadership structure .
- Overboarding policy: Directors limited to service on no more than three other public company boards (she serves on one) .
Fixed Compensation (Director)
| Metric (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $93,750 |
| All Other Compensation (dividend equivalents on deferred units/RSUs) | $16,154 |
| Total Cash/Other | $109,904 |
| Director Compensation Program – Board Cash Retainer (2024 level) | $75,000 |
| Committee Chair Retainer – Nominating & Governance (2024 level) | $15,000 |
| Committee Member Retainer – Compensation (2024 level) | $10,000 |
Notes
- 2024 program increases vs 2023: Board cash retainer raised to $75,000 from $65,000; N&G chair retainer to $15,000 from $12,500; committee member retainers increased (Audit to $12,500; Compensation to $10,000; N&G to $10,000) effective after March 1, 2024 Annual Meeting .
- All Other Compensation reflects dividend equivalents credited on deferred balances when the Company pays a dividend .
Performance Compensation (Director)
| Equity Element | FY2024 Grant Value | Vesting | Deferral/Dividends |
|---|---|---|---|
| Time-vested RSUs | $122,413 (grant-date fair value) | Vest at the earlier of 12 months from grant (unless deferred) or upon Board service termination | Directors may defer; deferred vested RSUs earn dividend equivalents; no dividends on unvested RSUs |
Program terms: Standard annual director equity is RSUs with a target value of $125,000 (raised from $110,000 for 2024 grants) granted shortly after the Annual Meeting; Non-Executive Chairman receives higher values .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Northrop Grumman | Lead Independent Director; Compensation Committee member | No disclosed related-party transactions with JACK in FY2024; Compensation Committee Interlocks and Insider Participation disclosure notes no interlocks in FY2024 . |
| LPGA | Director | Non-profit; no related-party transactions disclosed . |
Expertise & Qualifications
- Core expertise: Corporate governance, risk management, securities disclosure, M&A, SOX compliance, HR and executive compensation, government relations, crisis management .
- Board qualifications: Extensive experience as public company General Counsel; current public company lead independent director; compensation oversight experience .
Equity Ownership (Alignment)
| Ownership Detail (Record Date Jan 3, 2025) | Shares/Units | Notes |
|---|---|---|
| Direct Holdings | 6,556 | Common shares held directly |
| Unvested RSUs (vest within policy) | 1,673 | Director RSUs per program |
| Deferred Stock Equivalents/Units | 14,531 | From deferred retainers/RSUs; 1:1 settled in stock at Board departure |
| Total Beneficial Ownership | 22,760 | Under SEC beneficial ownership rules |
| Ownership as % of Shares Outstanding | ~0.12% (22,760 / 18,855,553) | Based on outstanding shares at record date |
| Director Ownership Requirement | 5x annual Board cash retainer | Must hold 50% of net vested shares until met |
| Compliance Status | In compliance (only Diaz and Ramirez still in transition) | Company-wide director status |
Additional alignment safeguards
- Prohibition on hedging/pledging and margin accounts for directors and Section 16 officers .
- Robust clawback policy (NASDAQ Rule 5608 compliant) for incentive compensation (primarily applicable to executives) .
Governance Assessment
Strengths
- Independent director with deep governance and legal expertise; chairs the Nominating & Governance Committee and serves on Compensation Committee, enhancing board process and pay oversight .
- Strong alignment: significant stock/deferred unit holdings; director ownership guideline met; no pledging/hedging permitted .
- Board and committee engagement: Board met 4x in FY2024; all directors exceeded 75% attendance; N&G met 4x; Compensation met 5x .
- Shareholder confidence signal: Say-on-pay approval 94.1% in 2024; >92% every year since 2014; average 96.3% .
- No related-party transactions disclosed for FY2024 (reduces conflict risk) .
Potential watch items
- Tenure >12 years triggers the Board’s Tenure Review Policy (periodic voluntary resignation review) — supports refreshment but highlights long service; Retirement Policy at age 75 may necessitate near-term succession planning (she is 73) .
- External commitments: Also Lead Independent Director and Compensation Committee member at Northrop Grumman; within JACK’s overboarding limit (≤3 other public boards) but time-demand should be monitored for continued high attendance/engagement .
RED FLAGS: None disclosed specific to conflicts, related-party transactions, hedging/pledging, or attendance for FY2024; Compensation Committee interlocks also not present in FY2024 .