Vivien Yeung
JACK IN THE BOXAbout Vivien M. Yeung
Independent director at Jack in the Box since April 2017; age 52. Yeung is currently a strategic advisor to Bain & Company and brings deep strategy experience across channel development, marketing, product management, international growth, pricing, and new business development with prior operating roles at Kohl’s (EVP & Chief Strategy Officer), Lululemon (Chief Strategy Officer; GM, Venture), and Starbucks (strategy leadership) . She is independent under NASDAQ rules and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohl’s Corporation | EVP & Chief Strategy Officer | Through 2023 | Corporate strategy leadership |
| Lululemon Athletica Inc. | Chief Strategy Officer; later GM, Venture | CSO May 2015–Jan 2018; GM Jan 2018–Nov 29, 2019 | Growth initiatives and ventures |
| Starbucks Coffee Company | Strategy roles (North America, International, Global Product) | 2002–2008 | Led strategy development and process improvement |
| Bain & Company | Consultant (early career) | Prior to 2002 | Growth/operational/investment strategy across APAC |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Bain & Company | Strategic Advisor | 2023 | Advises on strategic initiatives |
Board Governance
- Independence and attendance: Independent director; attended >75% of Board and committee meetings in FY2024 (Board held 4 meetings) . All director nominees met the 75% threshold .
- Committee assignments and expertise: Audit Committee member; designated “audit committee financial expert” by SEC rules (along with Myers and Ramirez) . Not a committee chair; the Audit Committee Chair is James M. Myers .
- Leadership structure and governance practices: Independent Non‑Executive Chairman; regular executive sessions of independent directors every regular Board meeting; no poison pill; shareholders can call special meetings (25%); hedging/pledging prohibited for directors; NASDAQ‑compliant clawback policy .
- Committee structure: Audit, Compensation, and Nominating & Governance (Finance Committee dissolved March 2024) -.
Fixed Compensation (Director)
| Fiscal Year | Cash Fees | Equity (RSUs grant-date fair value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $83,750 | $122,413 | $19,522 | $225,685 |
| Notes: Equity is time‑vested RSUs under the 2023 Omnibus Plan; “All Other” primarily dividend equivalents on deferred units; cash may be deferred into stock equivalents per director plan . |
Program details and 2024 changes:
- Board retainer increased from $65,000 to $75,000; annual RSU grant value increased from $110,000 to $125,000; committee member retainers increased; Chairman premia increased; RSUs vest after ~12 months unless deferred .
- Directors may defer cash fees and/or RSU shares to termination under the Non‑Management Director Deferred Compensation Plan .
Performance Compensation (Director)
Directors do not receive performance‑conditioned equity or bonuses. Annual director grants are time‑vested RSUs; no dividends on unvested RSUs; no options; no repricing without shareholder approval .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Yeung |
| Prior public company boards | Not disclosed in proxy for Yeung |
| Interlocks/conflicts | No Compensation Committee interlocks; none of the committee members were officers/employees; no interlocking relationships reported in FY2024 |
Expertise & Qualifications
- Audit Committee financial expert; extensive strategy experience across retail and consumer sectors (Kohl’s, Lululemon, Starbucks); prior consulting at Bain (APAC focus). Core skills: strategy development, marketing, product, international growth, pricing, new business development .
Equity Ownership
| As of | Direct Holdings | Unvested RSUs | Deferred Stock Equivalents/Units | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Jan 3, 2025 (Record Date) | 1,332 | 1,673 | 11,442 | 14,447 | <1% |
| Methodology per SEC rules; “deferred” convert 1:1 upon termination; director RSUs vest earlier of 12 months or termination . | |||||
| Ownership guideline: 5x annual cash retainer; directors must hold 50% of after‑tax shares from vesting until compliant; all directors meet guidelines except Diaz and Ramirez (still within allowed window) — Yeung meets guidelines . | |||||
| Policy prohibits hedging/pledging and margin; aligns with investor interests . |
Additional snapshot:
- Estimated director ownership value at FY2024 close price ($45.41): total value $650,544 with 3,005 “direct/unvested RSUs” and 11,321 deferred units (company’s presentation) .
- Subsequent Form 4 (April 8, 2025) lists holdings of 18,124 shares for Yeung (post‑record date snapshot) .
Insider Trades (Forms 4)
| Date (FY2024–FY2025) | Filing | Link |
|---|---|---|
| Dec 28, 2023 | Form 4 | https://www.sec.gov/Archives/edgar/data/1703809/000106299323023258/0001062993-23-023258-index.htm |
| Mar 5, 2024 | Form 4 | https://www.sec.gov/Archives/edgar/data/1703809/000106299324005599/0001062993-24-005599-index.htm |
| Mar 27, 2024 | Form 4 | https://www.sec.gov/Archives/edgar/data/1703809/000106299324007265/0001062993-24-007265-index.htm |
| Jun 25, 2024 | Form 4 | https://www.sec.gov/Archives/edgar/data/1703809/000106299324013029/0001062993-24-013029-index.htm |
| Sep 19, 2024 | Form 4 | https://www.sec.gov/Archives/edgar/data/1703809/000106299324016802/0001062993-24-016802-index.htm |
| Apr 8, 2025 | Form 4 (18,124 shares reflected) | https://www.sec.gov/Archives/edgar/data/1703809/000106299325007245/xslF345X05/form4.xml |
| Source aggregation: MarketBeat/SEC log of JACK filings; links resolve to SEC archive entries . |
Governance Assessment
- Board effectiveness: Yeung strengthens financial oversight as an Audit Committee financial expert and maintains strong attendance. Independence, no other public boards, and no related‑party transactions in FY2024 reduce conflict risk .
- Compensation alignment: Director pay mix (cash + time‑vested RSUs), rising retainers aligned to market median per independent consultant (Meridian); no performance stock or options; no dividends on unvested; robust deferral and stock ownership/holding requirements .
- Shareholder alignment and controls: Prohibitions on hedging/pledging and a formal clawback policy; strong shareholder rights (majority voting, special meeting rights) support investor confidence .
- RED FLAGS: None disclosed. No related‑party transactions involving directors in FY2024; no pledging; attendance above threshold; no excessive board seats; no reported investigations or legal issues in proxy .
Context signals: Company’s Say‑on‑Pay support remained high (94.1% in 2024; >92% since 2014), indicating broadly favorable shareholder views on compensation governance. While this pertains to executives, it reflects the Compensation Committee’s oversight quality, which the full Board—including Yeung—oversees .