Mark King
JACK IN THE BOXAbout Mark King
Independent director appointed to Jack in the Box Inc.’s Board on November 7, 2025, pursuant to a cooperation agreement with GreenWood Investors; initial term runs until the 2026 Annual Meeting. He is classified as an independent director and brings 40+ years of consumer/brand leadership, including CEO roles and brand transformation credentials spanning restaurants, fitness, sports equipment and apparel .
Past Roles
| Organization | Role | Tenure (filing-disclosed) | Committees/Impact |
|---|---|---|---|
| Taco Bell Corp. | CEO | Not disclosed | Led brand strategy and franchise operations; enhanced consumer engagement during a growth period |
| Xponential Fitness | CEO | “Most recently” prior to appointment | Drove company transformation with focus on franchisee health and customer-centric culture |
| adidas North America | President | Not disclosed | Guided brand to double market share in under three years |
| TaylorMade Golf | CEO | Not disclosed | Led company to become the most profitable golf company globally during tenure |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Current public company boards | None disclosed in JACK filings | No other public directorships identified in the appointment disclosure |
| Private/industry roles | Executive leadership across QSR, fitness, sports equipment, apparel | See Past Roles for specifics |
Board Governance
- Independence: Independent director status confirmed in the appointment announcement .
- Committee assignments: Not disclosed for King at appointment; Smolinisky was appointed to Compensation Committee and to chair the Capital Allocation Committee (CAC) created via the agreement; King’s committee memberships were not specified .
- Term and board size: Board expanded from 8 to 10; King appointed with term expiring at the 2026 Annual Meeting .
- Indemnification: Standard directors’ indemnification agreement to be executed with new directors .
- No related-party transactions: None reportable under Item 404(a) for the new directors .
- Board leadership: Independent Non-Executive Chairman David L. Goebel; regular executive sessions of independent directors per governance practices .
Fixed Compensation
| Element | Amount/Terms | Vesting/Timing | Notes |
|---|---|---|---|
| Board service cash retainer | $65,000 annual (pro rata for FY2025) | Paid quarterly in arrears | Per 8-K for FY2025 |
| Committee member retainers | $5,000–$10,000 annual (pro rata for FY2025) | Paid quarterly in arrears | Range depends on committee |
| RSU equity awards | Eligible; annual RSUs generally granted Feb/Mar | RSUs vest 12 months from grant (unless deferred) | Non-employee director award cadence/vesting |
| Deferred Compensation Plan | Cash retainers may be deferred into stock equivalents; vested deferred RSUs earn dividend equivalents to the extent Company pays dividends | Settlement in common stock upon board departure | Director deferral mechanics |
Performance Compensation
| Feature | Status | Details |
|---|---|---|
| Performance-based equity for directors | None | Director RSUs are time-based; no performance metrics tied to director awards |
| Dividends on unvested director RSUs | Not paid | Company does not pay dividends/dividend equivalents on unvested RSUs |
| Hedging/pledging | Prohibited for directors | Anti-hedging/pledging and margin restrictions |
| Clawback policy | Company has Nasdaq-compliant clawback policy | Applies to incentive compensation based on financial restatements; governance practice reinforcement |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Interlocks/conflicts | None disclosed; Item 404(a) shows no related-party transactions for King at appointment |
| Shared boards with competitors/suppliers | None disclosed in appointment materials |
Expertise & Qualifications
- Brand transformation and growth leadership (QSR and retail), franchise operations, consumer engagement, and market share acceleration .
- Cross-industry experience: restaurants (Taco Bell), fitness franchising (Xponential), sports equipment (TaylorMade), and apparel (adidas North America) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned at appointment | 0 | As of November 7, 2025 |
| Ownership guideline | 5x annual Board Service cash retainer | Includes direct holdings, unvested time-based RSUs, deferred stock units/common stock equivalents |
| Holding requirement | Must hold ≥50% of after-tax net shares from RSU vesting until guideline met | Aligns director interests with shareholders |
| Hedging/pledging | Prohibited | Reinforces alignment and risk controls |
Governance Assessment
- Strengths: Independence; deep consumer/brand leadership aligned with JACK’s transformation strategy; appointment as part of constructive investor engagement and board refresh; no related-party conflicts disclosed .
- Watch items: No committee assignments disclosed for King at appointment; initial share ownership is zero—monitor progress toward ownership guideline via upcoming RSU grants and accumulation .
- Board/process enhancements: Formation of the Capital Allocation Committee under a cooperation agreement with GreenWood improves oversight of capital priorities, asset portfolio and capital structure; standstill/voting provisions support board stability through the 2026 meeting .
RED FLAGS: None disclosed at appointment (no Item 404 transactions; hedging/pledging barred). Near-term monitoring should focus on stock ownership guideline compliance and eventual committee placement to leverage King’s franchise/brand expertise .