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
V. Compensation Decision-Making Process
a. Role of the Compensation Committee
The Committee works closely with its independent consultant and meets regularly, including in executive session without members of the executive team (“Management”) present, to make decisions on our executive compensation program and on the compensation of our CEO and other executives. The Committee reviews a variety of market data and information, including Company, Peer Group, restaurant industry, and general industry compensation information, and considers the recommendations of its independent consultant when making compensation decisions. The Committee Chair reports key actions of the Committee to the Board at each regular meeting. The Committee’s responsibilities include, but are not limited to, reviewing and approving:
| • | The Peer Group; |
|---|---|
| • | Our compensation principles and objectives; |
| • | The amount and form of executive compensation (pay increases, equity grants); |
| • | CEO performance and compensation, and executive officer compensation; |
| • | Annual and long-term incentive plans and benefit plans; |
| • | Performance metrics and goals, and the achievement of annual and long-term incentive plan goals; |
| • | Board compensation; and |
| • | Annual proxy statement / CD&A disclosure. |
b. Role of the Independent Compensation Consultant
The Committee retained Meridian Compensation Partners (“Meridian” or the “Consultant”) as its independent compensation consultant beginning in August 2021. The Consultant reports directly to the Committee. The Committee has assessed Meridian’s independence and concluded there is no conflict of interest. The Consultant does the following for the Committee:
| • | Attends Committee meetings; |
|---|---|
| • | Provides independent advice to the Committee on current trends and best practices in compensation design and program alternatives, and advises on plans or practices that may improve effectiveness of our compensation program; |
| • | Provides and discusses peer group and survey data for competitive comparisons, and based on this information, offers independent recommendations on CEO and NEO compensation; |
| • | Reviews the CD&A and other compensation-related disclosures in our proxy statements; |
| • | Offers recommendations, insights and perspectives on compensation related matters; |
| • | Evaluates and advises the Committee regarding enterprise and related risks associated with executive compensation components, plans and structures; and |
| • | Assists the Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our shareholders. |
In fiscal 2024, Meridian attended all Committee meetings in person or by video/telephone, including executive sessions as requested, and consulted frequently with the Committee Chair between meetings.
44 JACK IN THE BOX INC. |2025 PROXY STATEMENT
CD&A — VI. FISCAL 2024 COMPENSATION
c. Role of the CEO in Compensation Decisions
When making decisions on executive compensation, the Committee considers input from the Company’s CEO who reviews the performance of the other NEOs and executives, and provides his compensation recommendations to the Committee. The Company’s Chief People Officer, Compensation and Benefits Department, and the CFO and Finance Department provide information as requested and answer any questions from the Committee. The CEO meets privately with the Committee and the Consultant to discuss pay recommendations, and to provide his insight and perspectives on the reports and recommendations of the Consultant relating to plan design and strategies, goal setting, payout structure, stock grants and holding requirements, and related topics.
The Committee reviews and discusses pay decisions related to the CEO in executive session without the CEO or any other members of Management present.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.