JACK IN THE BOX INC
For the period ended Sep 29, 2024. Filed Jan 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 29, 2024 · Filed Jan 27, 2025
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. Our executive compensation approach for pay-for-performance is to link the largest proportion of compensation to short- and long-term incentives that are based on actual financial and strategic results that enhance shareholder value, as described further in the “Compensation Discussion and Analysis.”
Required Tabular Disclosure of Pay Versus Performance
The amounts set forth below under “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO NEOs” do not represent the actual value of cash and shares of the Company’s common stock earned or realized by our NEOs during the year. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the CD&A section above.
The table below sets forth additional compensation information for our Principal Executive Officer (“PEO”) and our non-PEO NEOs along with total shareholder return (TSR), net income, and Adjusted EBITDA performance results for the 2024, 2023, 2022 and 2021 fiscal years.
Pay Versus Performance Table
| Year · Summary Compensation Table Total for PEO (1) · Compensation Actually Paid to PEO (2) · Average Summary Compensation Table Total for Non-PEO NEOs (1) · Average Compensation Actually Paid to Non-PEO NEOs (2) · Value of Initial Fixed $100 Investment Based on: · Net Income / (Loss) (in thousands) (4) · Adjusted EBITDA (in thousands) (5) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company TSR (3) · Peer Group TSR (3) | ||||||||
| 2024 | $5,302,655 | $2,588,620 | $1,460,772 | $1,001,308 | $69.29 | $141.56 | $(36,695) | $322,273 |
| 2023 | $5,346,487 | $5,904,032 | $1,218,660 | $1,107,969 | $95.35 | $121.03 | $130,826 | $339,210 |
| 2022 | $4,623,568 | $3,552,682 | $1,319,384 | $1,252,322 | $77.79 | $79.16 | $115,781 | $321,974 |
| 2021 | $4,709,511 | $5,194,709 | $1,218,621 | $1,181,661 | $124.73 | $124.80 | $165,755 | $325,680 |
(1) The PEO for each year reported was Mr. Harris, our Chief Executive Officer. The other named executive officers (NEOs), for year each year reported are as follows:
| • | 2024: Mr. Scott; Mr. Ostrom; Mr. Cook, Mr. Gordon; and Ms. Super |
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| • | 2023: Mr. Scott; Ms. Hooper; Mr. Mullany; Mr. Ostrom; Mr. Gordon; and Ms. Super |
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| • | 2022: Mr. Mullany; Mr. Ostrom; Mr. Cook; and Mr. Piano |
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| • | 2021: Mr. Mullany; Ms. Hooper; Mr. Ostrom; Mr. Gordon; Mr. Piano; and Mr. Martin |
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| (2) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance table above. The table below sets forth the adjustments from Total Compensation reported in the Summary Compensation Table. For purposes of the pension valuation adjustments, there was no pension service or prior service cost. In addition, for purposes of equity adjustments, there were no dividends or other earnings paid during the applicable fiscal year. |
| 2024 | 2023 | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |
| Summary Compensation Table (“SCT”) Total Compensation | $5,302,655 | $1,460,772 | $5,346,487 | $1,218,660 | $4,623,568 | $1,319,384 | $4,709,511 | $1,218,621 |
| Deduct: Change in Pension Value Reported in the SCT for Applicable Fiscal Year (“FY”) | $— | $7,769 | $— | $290 | $— | $— | $— | $4,425 |
| Deduct: Grant Date Fair Value of the “Stock Awards” Column in the SCT for Applicable FY | $3,501,773 | $610,126 | $2,745,302 | $358,811 | $2,618,140 | $445,614 | $2,634,444 | $374,357 |
68 JACK IN THE BOX INC. |2025 PROXY STATEMENT
PAY VERSUS PERFORMANCE
| 2024 | 2023 | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | |
| Add: Fair Value at Applicable FY End of Equity Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | $2,502,908 | $440,550 | $3,604,355 | $434,342 | $2,456,309 | $479,344 | $2,907,881 | $349,413 |
| Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End | $(1,270,927) | $(190,685) | $(193,040) | $(16,166) | $(758,214) | $(94,153) | $123,482 | $17,106 |
| Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY | $(444,243) | $(82,908) | $(108,468) | $(11,034) | $(150,842) | $(6,638) | $88,279 | $26,087 |
| Add: Vesting Date Fair Value of Awards Granted during Applicable FY that Vested During Applicable FY | $— | $32,081 | $— | $— | $— | $— | $— | $— |
| Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY | $— | $40,607 | $— | $158,732 | $— | $— | $— | $50,783 |
| Compensation Actually Paid** | $2,588,620 | $1,001,308 | $5,904,032 | $1,107,969 | $3,552,682 | $1,252,322 | $5,194,709 | $1,181,661 |
| * | Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes |
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| ** | Due to rounding, the totals shown may not equal the precise values obtained by adding and subtracting the numbers in the column. |
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| (3) | For the relevant fiscal year, represents the cumulative TSR of our common stock and the “Company Peers” (as defined below) for the applicable fiscal year. In each case, assumes an initial investment of $100 at the beginning of that fiscal year. “Company Peers” include: for fiscal year 2024 and 2023: BJ's Restaurants Inc.; Bloomin’ Brands, Inc.; Brinker Int’l, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.; for fiscal year 2022: BJ's Restaurants Inc.; Carrols Restaurant Group, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Red Robin Gourmet Burgers, Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.; and for fiscal year 2021: BJ's Restaurants Inc.; The Cheesecake Factory Inc.; Chuy's Holdings Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Noodles & Co; Papa John's Int’l Inc.; Red Robin Gourmet Burgers, Inc.; Ruth's Hospitality Group Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; The Wendy’s Company; and Wingstop Inc . |
| (4) | Reflects net income in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the fiscal years shown. |
(5) The Company’s Selected Measure (“CSM) is Adjusted EBITDA which is a non-GAAP measure defined by the Company as net earnings (loss) on a GAAP basis excluding income taxes, interest expense, net, gains on the sale of company-operated restaurants, other operating expense (income), net, goodwill impairment, depreciation and amortization, amortization of cloud computing costs, amortization of favorable and unfavorable leases and subleases, net, amortization of franchise tenant improvement allowances and incentives, net COLI (gains) losses, and pension and post-retirement benefit cost. See Appendix A — Reconciliation of Non-GAAP measurements to GAAP Results. We chose Adjusted EBITDA as our Company Selected Measure for evaluating Pay versus Performance because it is the key metric for measuring operational performance and is the primary metric used in our annual incentive targets (with 50% weighting).
Required Tabular Disclosure of Most Important Financial Performance Measures
As described in our CD&A, the Compensation Committee establishes the Company’s compensation framework and pay for our NEOs to reward executives commensurate with our performance and align their interests with those of our shareholders. The table below identifies our most important financial and strategic performance measures used to link CAP for our PEO and other NEOs to Company performance for the fiscal year ending September 29, 2024. These measures are used to determine the annual incentive and PSU payouts for our CEO and the other NEOs.
| • | Adjusted EBITDA |
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| • | System Same-Store Sales |
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| • | Development & Net Unit Growth |
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| • | Operating EBIT |
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| • | Return on Invested Capital (ROIC) |
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| • | Systemwide Sales (All Restaurants) |
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69 JACK IN THE BOX INC. |2025 PROXY STATEMENT
PAY VERSUS PERFORMANCE
Required Disclosure of the Relationship Between CAP and Financial Performance Measures
The charts below illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP is calculated in accordance with SEC rules and does not fully represent the actual compensation earned by or actually paid to our CEO and NEOs during the applicable years.
Policies and Practices Related to the Grant of Certain Equity Awards
In fiscal 2024, Company did not grant stock options, stock appreciation rights, or similar instruments with option-like features and has no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K.
70 JACK IN THE BOX INC. |2025 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.