Jeff Jones
About Jeff Jones
Independent director and Non-Executive Chairman of the Board since September 2019; director since September 2013. Age 63 (as of March 19, 2025). Former CFO and board member at Vail Resorts (NYSE: MTN); designated Audit Committee financial expert at NDLS. B.A. in Accounting and American Studies from Mercyhurst University; member of AICPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vail Resorts, Inc. (MTN) | CFO; President – Lodging, Retail & Real Estate; Director | CFO 2003–2012; Director 2008–2012 | Senior financial leadership; public company board experience |
| Hershey Entertainment & Resorts (private) | Director; Lead Independent Director; Chair Audit & Finance; Comp Committee member | 2013–Jan 2024 | Led audit/finance oversight; compensation oversight |
| Clark Retail Enterprises; Lids Corporation | CFO roles | Pre-2003 | Retail finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Hotel Properties, Inc. (NYSE: INN) | Non-Executive Board Chairman; Audit Committee Chair; Compensation Committee member | Current | Public company governance; audit oversight; compensation oversight |
| Invited (f/k/a ClubCorp, private) | Director | Current | Hospitality governance |
Board Governance
- Board leadership: Non-Executive Chairman; chairs executive sessions of independent directors; duties include presiding at meetings, coordinating agendas, providing input on board composition, and investor communication availability .
- Committee assignments: Audit Committee Chair and Audit Committee financial expert; member of Compensation Committee; not listed on Nominating & Corporate Governance Committee .
- Independence: Board determined Jones is independent under Nasdaq rules; also meets heightened independence for Audit and Compensation Committees .
- Attendance: Board held 8 meetings in 2024; Jones attended 100% of Board and applicable committee meetings; all seven then-serving directors attended the 2024 Annual Meeting .
- Audit Committee activity: Met 7 times in 2024; oversees financial reporting integrity, internal controls, compliance, auditor independence/performance, ERM, related party transaction review procedures; issued Audit Committee report recommending inclusion of audited financials in 2024 Form 10-K .
- Compensation Committee activity: Met 5 times in 2024; oversees executive and director pay philosophy, designs incentive/equity plans, reviews risks and shareholder engagement; independent consultant FW Cook advises; Jones is a member (chair is Hartnett) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer (Chairman) | $100,000 | Chairman of the Board retainer |
| Audit Committee membership retainer | $15,000 | Committee service |
| Audit Committee Chair additional retainer | $10,000 | Committee chair premium |
| Compensation Committee membership retainer | $10,000 | Committee service |
| Total cash fees (Jeff Jones, 2024) | $135,000 | Per director comp table footnote (3) |
Director compensation uses a retainer-only cash structure—no meeting fees; reimbursed for reasonable expenses; indemnification and D&O insurance provided .
Performance Compensation
| Equity Award Design (2024) | Detail |
|---|---|
| Annual director RSU grant | Intended value $135,000 for Chairman; RSUs fully vested upon grant |
| Grant date | May 15, 2024 |
| Notional price used to size award | $3.33 (above $2.15 closing price) |
| Grant-date fair value recognized (Jeff Jones) | $87,161 |
| Design features | Fixed-value grants; immediate vesting to avoid entrenchment; significant equity proportion to align interests |
No performance-conditional equity (e.g., PSUs) disclosed for directors; RSUs vest immediately. The Compensation Committee performs annual risk assessments and maintains caps, multi-year vesting for employee equity, stock ownership guidelines, clawback, and anti-hedging/pledging policies to mitigate risk .
Other Directorships & Interlocks
| Company | Market | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Summit Hotel Properties (INN) | Public | Chair; Audit Chair; Comp member | Hospitality/REIT—no disclosed NDLS supplier/customer interlock |
| Invited (ClubCorp) | Private | Director | No NDLS interlock disclosed |
The Board notes six significant NDLS stockholders collectively own nearly 50% of common stock; the Board opposed a proposal to eliminate limited supermajority provisions, citing protection against undue control by few holders .
Expertise & Qualifications
- Deep financial expertise (former CFO), audit oversight; designated NDLS Audit Committee financial expert .
- Public and private board leadership; non-executive chair experience; hospitality and retail sector knowledge .
- AICPA member; Accounting/American Studies degree .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Note |
|---|---|---|---|
| Jeff Jones | 195,013 | * (<1%) | As of March 19, 2025; based on 45,903,948 shares outstanding |
- Stock ownership guidelines for non-employee directors: required minimum value equal to 5x annual cash retainer; sales restricted if below threshold; directors must retain 50% of shares from vesting/exercise until guideline met; anti-hedging and anti-pledging policies in effect .
Insider Trades
| Date | Filing/Source | Transaction | Detail |
|---|---|---|---|
| 2024-05-17 | SEC Form 4 | Director equity award reporting | Form 4 filed for Jones; see filing for transaction specifics |
| 2022-02-28 | Aggregators | Open market purchase | 29,000 shares at $6.90 ($199,981) reported by aggregators |
Section 16(a) compliance: Company believes all reporting persons filed required reports timely in fiscal 2024 .
Governance Assessment
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Strengths
- Independent, experienced Non-Executive Chairman; Audit Committee Chair and financial expert; clear separation of Chair/CEO roles .
- 100% attendance; active committee engagement; robust executive sessions chaired by Jones .
- Director pay structure emphasizes equity alignment; meaningful ownership guidelines; anti-hedging/pledging prohibitions .
- External public board experience enhances oversight capabilities (audit and compensation) .
-
Potential Risks/Red Flags
- Multiple leadership commitments (NDLS Chair; INN Chair/Audit Chair/Comp member) may present time-commitment risk; NDLS requires advance notice and conflict review for new boards, mitigating concern .
- Supermajority voting stance may be viewed by some investors as entrenching; 2025 shareholder proposal to remove failed (6.85M For vs 19.09M Against) .
- No director-specific disclosure of ownership guideline compliance status; beneficial ownership <1% .
-
Shareholder sentiment signals
- 2025 say-on-pay supported (25,354,728 For; 502,704 Against); one-year frequency supported (25,780,385 votes) .
Overall, Jones’ audit and financial leadership, independence, and attendance support board effectiveness; monitor time commitments and continued equity accumulation relative to NDLS’s ownership guidelines to gauge alignment durability .