UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ¨ | Preliminary Proxy Statement | |
| ¨ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) | |
| þ | Definitive Proxy Statement | |
| ¨ | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 | |
JACK IN THE BOX INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of filing fee (check the appropriate box): | ||
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| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| JACK IN THE BOX INC. |
January 11, 20139, 2015
Dear Fellow Stockholder:
We invite you to attend the Jack in the Box Inc. 20132015 Annual Meeting of Stockholders. The meeting will be held on Friday, February 15, 2013,13, 2015, at 8:30 a.m. Pacific Standard Time at the offices of Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123. In the following pages, you will find the Notice of Annual Meeting of Stockholders as well as a Proxy Statement describing the business to be conducted at the meeting. We have also enclosed a copy of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012,28, 2014, for your information.
To assure that your shares are represented at the meeting, please mark your choices on the enclosed proxy card, sign and date the card, and return it promptly in the postage-paid envelope provided. We also offer stockholders the opportunity to vote their shares over the Internet or by telephone. Please see the Proxy Statement and the enclosed proxy card for details about voting. If you hold your shares through an account with a broker, bank, or other financial institution, please follow the instructions you receive from them to vote your shares. If you are able to attend the meeting and wish to vote your shares in person, you may do so at any time before the proxy is voted at the meeting.
Sincerely,
LindaLeonard A. LangComma
Chairman of the Board and Chief Executive Officer
Important notice regarding the availability of proxy materials
for the Annual Meeting of Stockholders to be held on February 15, 201313, 2015
The Jack in the Box Inc. Proxy Statement and Annual Report on Form 10-K for the
fiscal year ended September 30, 2012,28, 2014, are available electronically at
www.jackinthebox.com/proxy
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JACK IN THE BOX INC.
9330 Balboa Avenue
San Diego, California 92123
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held February 15, 201313, 2015
The 20132015 Annual Meeting of Stockholders of Jack in the Box Inc. will be held on Friday, February 15, 2013,13, 2015, at 8:30 a.m. Pacific Standard Time, at the offices of Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123 for the following purposes:
| 1. | To elect the eight directors specified in this Proxy Statement to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified; |
| 2. | To ratify the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September |
| 3. | To provide an advisory vote regarding the compensation of our named executive officers for the fiscal year ended September |
| 4. | To consider such other business as may properly come before the meeting and any adjournments or postponements thereof. |
These matters are more fully described in the attached Proxy Statement, which is made a part of this Notice.notice.
Our Board of Directors recommends a vote “FOR”“FOR” proposals 1 through 3. You are entitled to vote at the 20132015 Annual Meeting of Stockholders (the “Annual Meeting”) only if you were a Jack in the Box stockholder as of the close of business on December 18, 2012,16, 2014, the record date for the Annual Meeting. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose relating to the Annual Meeting, at the Annual Meeting, and for a period of ten days prior to the Annual Meeting, during regular business hours at our principal offices located at 9330 Balboa Avenue, San Diego, CA 92123.
Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number, over the Internet, or by signing, dating, and returning the enclosed proxy card as promptly as possible in the envelope provided.
San Diego, California
January 11, 20139, 2015
By order of the Board of Directors,
Phillip H. Rudolph
Executive Vice President, General CounselChief Legal & Risk Officer and Corporate Secretary
INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING
Everyone attending the 20132015 Annual Meeting of Stockholders will be required to present both proof of ownership of Jack in the Box Inc. Common Stock and a valid picture identification, such as a driver’s license or passport. If your shares are held in the name of a bank, broker or other financial institution, you will need a recent brokerage statement or letter from such entity reflecting your stock ownership as of the record date. If you do not have both proof of ownership of Jack in the Box Inc. stock and a valid picture identification, you may be denied admission to the Annual Meeting.
Cameras and electronic recording devices are not permitted at the Annual Meeting.
| GENERAL INFORMATION |
JACK IN THE BOX INC.
9330 Balboa Avenue
San Diego, California 92123
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
February 13, 2015
February 15, 2013
1. Why am I receiving these materials?
| 1. | Why am I receiving these materials? |
We sent you these proxy materials because the Board of Directors (sometimes referred to as the “Board”) of Jack in the Box Inc. (sometimes referred to as the “Company,” “Jack in the Box,” “we,” “us,” andor “our”) is soliciting your proxy to vote at the 20132015 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. The Annual Meeting will be held on February 15, 2013,13, 2015, at 8:30 a.m. Pacific Standard Time at our corporate headquarters located at 9330 Balboa Avenue, San Diego, CA 92123. If you held shares of our Common Stock on December 18, 201216, 2014 (the “Record Date”), you are invited to
attend the Annual Meeting and vote on the proposals
described below under the heading “What am I voting on?” However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may complete, sign, date, and return the enclosed proxy card. You may also vote over the Internet or by telephone.
The Notice of Annual Meeting of Stockholders (the “Notice”), Proxy Statement, the enclosed proxy card, and our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, are being28, 2014, will be mailed to stockholders on or about January 11, 2013.9, 2015.
2. What am I voting on?
| 2. | What am I voting on? |
There are three proposals scheduled to be voted on at the Annual Meeting:
| 1. | Election of the eight directors specified in this Proxy Statement to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified. |
| 2. | Ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September |
| 3. | Advisory vote on the compensation awarded to our named executive officers for the fiscal year ended September |
3. How does the Board recommend that I vote?
| 3. | How does the Board recommend that I vote? |
Our Board recommends that you vote your shares:
“FOR” the election of each of the eight directors named in this Proxy Statement to hold office until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;
“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 29, 2013;27, 2015; and
“FOR,” on an advisory basis, the approval of the compensation awarded to our named executive officers for the fiscal year ended September 30, 2012,28, 2014, as set forth in this Proxy Statement.
2JACK IN THE BOX INC. ï 20132015 Proxy Statement
| GENERAL INFORMATION |
4. Who can vote at the Annual Meeting?
| 4. | Who can vote at the Annual Meeting? |
If you were a holder of Jack in the Box Common Stock (the “Common Stock”) either as astockholder of record or as thebeneficial owner of shares held in streetStreet name as of the close of business on December 18, 2012,16, 2014, the Record Date for the Annual Meeting, you may vote your shares at the Annual Meeting. As of the Record Date, there were 43,207,751 shares38,792,973
shares of Jack in the Box Inc. Common Stock outstanding, excluding treasury shares. Company treasury shares will not be voted. Each stockholder has one vote for each share of Common Stock held as of the Record Date. As summarized below, there are some distinctions between shares held of record and those owned beneficially in streetStreet name.
5. What does it mean to be a “stockholder of record”?
| 5. | What does it mean to be a “stockholder of record”? |
If, on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, Computershare, then you are a “stockholder of record.” As a stockholder of record, you may vote in person at the Annual
Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card, or vote by telephone or Internet, to ensure your vote is counted.
6. What does it mean to beneficially own shares in “street name”?
| 6. | What does it mean to beneficially own shares in “Street name”? |
If, on the Record Date, your shares were held in an account at a broker, bank, or other financial institution (we will refer to those organizations collectively as “broker”), then you are the beneficial owner of shares held in “street“Street name” and these proxy materials are being forwarded to you by that broker. The broker holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker on how to vote the shares in your account. As a beneficial owner, you are invited to attend the Annual Meeting. However, since you are not a stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid
proxy from your broker giving you the legal
right to vote the shares at the Annual Meeting, as well as satisfy the Annual Meeting admission criteria set out in the Notice.
Under the rules that govern brokers, your broker is not permitted to vote on your behalf on any matter to be considered at the Annual Meeting (other than the ratification of the appointment of KPMG LLP as our independent registered public accountants for the 20132015 fiscal year) unless you provide specific instructions to the broker as to how to vote. As a result, we encourage you to communicate your voting decisions to your broker before the date of the Annual Meeting to ensure that your vote will be counted.
7. What if I return the proxy card to the Company but do not make specific choices?
| 7. | What if I return the proxy card to the Company but do not make specific choices? |
If you return a signed, dated, proxy card to the Company without making any voting selections, the Company will vote your shares as follows:
“FOR” the election of all director nominees;
“FOR” the ratification of KPMG LLP as our independent registered public accountants for the fiscal year ending September 29, 2013;27, 2015; and
“FOR,” on an advisory basis, approval of the compensation awarded to our named executive officers for the fiscal year ended September 30, 2012,28, 2014, as set forth in this Proxy Statement.
The Company does not expect that any matters other than the election of directors and the other proposals described in this Proxy Statement will be brought before the Annual Meeting. The persons appointed as proxies will vote in their discretion on any other matters that may properly come before the Annual Meeting or any postponements or adjournments thereof, including any vote to postpone or adjourn the Annual Meeting.
8. What does it mean if I received more than one proxy card?
| 8. | What does it mean if I received more than one proxy card? |
If you receive more than one proxy card, your shares are registered in more than one name or are registered in different
accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.
JACK IN THE BOX INC.ï 20132015 Proxy Statement 3
| GENERAL INFORMATION |
9. How are votes counted?
| 9. | How are votes counted? |
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR,” “AGAINST,” abstentions and broker non-votes. A “broker non-vote” occurs when your broker submits a proxy card for your shares of Common Stock held in streetStreet name, but does not vote on a particular proposal because the broker has not received voting instructions from you and does not have the authority to vote on that matter without instructions. Under the rules that govern brokers who are voting shares held in streetStreet name, brokers have the discretion to vote those shares on routine matters but not on non-routine matters. For purposes of these rules, the only routine matter in this Proxy Statement is the
is the ratification of the appointment of our independent registered public accountants. Non-routine matters in this Proxy Statement are the election of directors and the advisory vote on the compensation of our named executive officers. Therefore, if you hold your shares in streetStreet name and do not provide voting instructions to your broker, your broker does not have discretion to vote your shares on any of the proposals at the Annual Meeting other than the ratification of the independent registered public accountants. However, your shares will be considered present at the Annual Meeting for purposes of determining the existence of a quorum, as provided below.
10. What is the voting requirement to approve each of the proposals?
| 10. | What is the voting requirement to approve each of the proposals? |
Proposal One — Election of Directors
In the election of directors, you may vote FOR, AGAINST or ABSTAIN. The Company’s Bylaws require that in an election such as this where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy) with respect to the director. A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. For purposes of determining the votes cast, only those votes cast “FOR”���FOR” or “AGAINST” are included. Neither a vote to “ABSTAIN” nor a broker non-vote will count as a vote cast “FOR” or “AGAINST” a director nominee and, as a result, will have no direct effect on the outcome of the election of directors. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.
In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve, but will tender his or her resignation to the Board. The Nominating and Governance Committee will take action to determine whether to accept or reject the director’s resignation, or whether other action is appropriate, and will make a recommendation to the Board. Within ninety (90) days following the date of the certification of the election results, the Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale for such decision.
Proposal Two — Ratification of the Appointment of Independent Registered Public Accountants
The proposal to ratify the appointment of KPMG LLP requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” this proposal. Brokers have discretionary authority to vote uninstructed shares on this proposal. Abstentions will be counted for the purpose of determining whether a quorum is present.
Proposal Three — Advisory Vote on Executive Compensation
The proposal to approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended September 30, 2012,28, 2014, requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not count as a vote cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval of this proposal. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.
4JACK IN THE BOX INC.ï 20132015 Proxy Statement
| GENERAL INFORMATION |
11. How many shares must be present or represented to conduct business at the Annual Meeting?
| 11. | How many shares must be present or represented to conduct business at the Annual Meeting? |
A quorum of stockholders is necessary to hold a valid annual meeting. A quorum will be present if the holders of at least a majority of the total number of shares of Common Stock entitled to vote are present, in person or by proxy, at the Annual Meeting. Abstentions and shares represented by
broker non-votes are counted for the purpose of determining whether a quorum is present. If there are insufficient votes to constitute a quorum at the time of the Annual Meeting, we may adjourn the Annual Meeting to solicit additional proxies.
12. How do I vote my shares of Jack in the Box Common Stock?
| 12. | How do I vote my shares of Jack in the Box Common Stock? |
If you are a stockholder of record, you can vote in the following ways:
| • | By Internet: by following the Internet voting instructions included in the proxy card at any time up until |
| • | By Telephone: by following the telephone voting instructions included in the proxy card at any time up until |
| • | By Mail: if you have received a printed copy of the proxy materials from us by mail, you may vote by mail by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting. |
| • | In Person: if you satisfy the admission requirements to the Annual Meeting, as described in the Notice, you may vote your shares in person at the meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting. |
If you are a beneficial owner, you can vote in the following way:
If your shares are held in streetStreet name or through a benefit or compensation plan, your broker or your plan trustee should give you instructions for voting your shares. In these cases, you may vote by Internet, telephone or mail, as instructed by your broker, trustee, or other agent. Shares beneficially held through a benefit or compensation plan cannot be voted in person at the Annual Meeting. You may vote your shares beneficially held through your broker in person if you satisfy the admission requirements to the Annual Meeting, as described in the Notice, and you obtain a valid proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.
13. May I change my vote or revoke my proxy?
| 13. | May I change my vote or revoke my proxy? |
Yes.
If you are a stockholder of record, you may change your vote or revoke your proxy by:
filing a written statement to that effect with our Corporate Secretary before the taking of the vote at the Annual Meeting;
voting again via the Internet or telephone but before the closing of those voting facilities at 8:11:59 p.m. Pacific StandardEastern Time on February 14, 2013;
attending the Annual Meeting, revoking your proxy and voting in person (attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy); or
timely submitting a properly signed proxy card with a later date that is received at or prior to the Annual Meeting.
The written statement or subsequent proxy should be delivered to Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, Attention: Corporate Secretary, or hand delivered to the Corporate Secretary before the taking of the vote at the Annual Meeting.
If you are a beneficial owner and hold shares through a broker, bank, or other financial institution, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the broker, bank, or other nominee giving you the right to vote the shares.
JACK IN THE BOX INC.ï 20132015 Proxy Statement 5
| GENERAL INFORMATION |
14. Who will pay for the cost of soliciting proxies?
| 14. | Who will pay for the cost of soliciting proxies? |
The Company will pay the cost of preparing, printing, and mailing the Notice and the proxy materials. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding shares of Common Stock beneficially owned by others, to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to the beneficial owners. If you choose to access proxy materials or vote over the Internet or by telephone, you are responsible for Internet or
telephone charges. We have engaged Innisfree M&A Inc.Incorporated (“Innisfree”), a proxy-solicitation firm, to provide advice to the Company with respect to the 20132015 Annual Meeting of Stockholders and to assist us in the solicitation of proxies, for which the Company will pay a fee of $15,000 plus reimbursement of certain out-of-pocket expenses. In addition to solicitation by mail, proxies may be solicited personally, by telephone, or by Innisfree. They may also be solicited by directors, officers, or employees of the Company, who will receive no additional compensation for such activities.
15. How can I find out the results of the Annual Meeting?
| 15. | How can I find out the results of the Annual Meeting? |
Preliminary voting results will be announced at the Annual Meeting. We will publish final results in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting. After the Form 8-K is filed, you may obtain a
a copy by visiting the SEC’s website atwww.sec.gov, visiting our website or contacting our Investor Relations Department by writing to Investor Relations Department, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123, or by sending an email toInvestor.relations@jackinthebox.com.
6JACK IN THE BOX INC. ï 20132015 Proxy Statement
| PROPOSAL ONE — ELECTION OF DIRECTORS |
PROPOSAL ONE — ELECTION OF DIRECTORS
All of the directors of the Company are elected annually and serve until the next Annual Meeting and until their respective successors are elected and qualified. The current nominees (each of whom are currently serving as directors of the Company) for election as directors (each of whom is currently serving as a director of the Company) are set forth below. All of the nominees have indicated their willingness to serve, and have
have consented to be named in thisthe Proxy Statement. If any should be unable or unwilling to stand for election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated in the proxy.
Nominees for Director
The following table provides certain information about each nominee for director as of January 1, 2013.2015.
| Name | Age | Position(s) with the Company | Director Since | |||||||
David L. Goebel(1)(2)(3)(4) | 62 | Director | 2008 | |||||||
Madeleine A. Kleiner(2)(4) | 61 | Director | 2011 | |||||||
Linda A. Lang(3) | 54 | Chairman of the Board & Chief Executive Officer | 2003 | |||||||
Michael W. Murphy(2)(3)(5) | 55 | Director | 2002 | |||||||
James M. Myers(5)(6) | 55 | Director | 2010 | |||||||
David M. Tehle(5)(6) | 56 | Director | 2004 | |||||||
Winifred M. Webb(4)(5) | 54 | Director | 2008 | |||||||
John T. Wyatt(2)(6) | 57 | Director | 2010 | |||||||
| Name | Age | Position(s) with the Company | Director Since | |||||||
Leonard A. Comma (1) | 44 | Chairman of the Board & Chief Executive Officer | 2014 | |||||||
David L. Goebel (1)(2)(3)(4) | 64 | Independent Director | 2008 | |||||||
Sharon P. John (3)(4) | 50 | Independent Director | 2014 | |||||||
Madeleine A. Kleiner (3)(4) | 63 | Independent Director | 2011 | |||||||
Michael W. Murphy (1)(4)(5) | 57 | Independent Director | 2002 | |||||||
James M. Myers (5)(6) | 57 | Independent Director | 2010 | |||||||
David M. Tehle (5)(6) | 58 | Independent Director | 2004 | |||||||
John T. Wyatt (3)(6) | 59 | Independent Director | 2010 | |||||||
| (1) |
|
| (2) | Lead Director |
| (3) | Member of the Compensation Committee |
|
| (4) | Member of the Nominating and Governance Committee |
| (5) | Member of the Audit Committee |
| (6) | Member of the Finance Committee |
Vote Required for Approval
In the election of directors, you may vote FOR, AGAINST, or ABSTAIN. The Company’s Bylaws require that, in an election such as this, where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy) with respect to the director. A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director. For purposes of determining the votes cast, only those votes cast “FOR” or “AGAINST” are included. Neither a vote to ABSTAIN nor a broker non-vote will count as a vote cast FOR or AGAINST a director nominee and, as a result, will have no direct effect on the outcome of the election of directors. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present.
In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve, but shall tender his or her resignation to the Board. The Nominating and Governance Committee will take action to determine whether to accept or reject the director’s resignation, or whether other action is appropriate, and will make a recommendation to the Board. Within ninety (90) days following the date of the certification of the election results, the Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale for such decision.
ON PROPOSAL ONE, ELECTION OF DIRECTORS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES.
JACK IN THE BOX INC. ï 20132015 Proxy Statement 7
| PROPOSAL ONE — ELECTION OF DIRECTORS |
Director Qualifications and Biographical Information
Biographical information for each of the director nominees, is set forth below, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that each of the director nominees should serve as a director.director, is set forth on the pages below.
Our Board includes individuals with strong backgroundsexpertise in executive leadership and management, accounting and finance, marketing and Companybranding, and industry knowledge,across restaurant, franchise, hospitality, retail, manufacturing, and wehealthcare industries. Our directors have a diversity of backgrounds and experiences. We believe that, as a group, they work effectively together in overseeing our business. We believe that our directorsbusiness, hold themselves to the highest standards of integrity, and that they are committed to representing the long-term best interests of our stockholders. While we do not have a formal diversity policy, we believe that our directors’ diversity of backgrounds and experiences, which include the restaurant industry, franchising, hospitality, finance, retail, manufacturing, media, and healthcare, results in different ideas and varying viewpoints that contribute to effective oversight of our business.
Director Nominees
Mr. Goebel
| Leonard A. Comma Director Since January 2014 Mr. Comma was appointed a Director, Chairman of the Board and Chief Executive Officer, effective January 1, 2014, and since that date has served as a member of the Executive Committee. He succeeded former Chairman and CEO Linda A. Lang, who retired | Qualifications: • Mr. Comma has 24 years of experience at two major public companies with extensive retail and franchise operations, including for the past year as our Chairman and CEO. In his prior executive-level role as President and Chief Operating Officer for Jack in the Box Inc., Mr. Comma was responsible for the operations of all Company and franchised Jack in the Box restaurants — more than 2,200 locations — as well as: Menu Innovation, including Menu Strategy, Operations Support, and Research & Development; Marketing Communications, including Merchandising; Consumer Intelligence & Analytics; and Internal Brand Communications. He also gained extensive experience in restaurant and retail operations and franchising in his previous roles with the Company as well as with ExxonMobil. His professional expertise and knowledge of our business, our competition and our competitive positioning, along with his deep understanding of our values and culture, bring an important Company perspective to the Board. | ||||
| from those positions effective the same date. From May 2012 until October 2014, Mr. Comma also served as President, and from November 2010 to January 1, 2014, as Chief Operating Officer. Mr. Comma joined the Company in 2001 as Director of Convenience Store & Fuel Operations for the Company’s proprietary chain of Quick Stuff convenience stores, which included more than 60 locations at the time it was sold in 2009. In 2004, he was promoted to Division Vice President of Quick Stuff Operations, and in 2006 he was promoted to Regional Vice President of Quick Stuff and the Company’s Southern California region, which included more than 150 Jack in the Box restaurants. In 2007, Mr. Comma was promoted to Vice President of Operations, Division II, and had oversight of nearly 1,200 company and franchised Jack in the Box restaurants in the Western U.S. Prior to joining Jack in the Box Inc., Mr. Comma worked for Exxon Mobil Corporation since 1989, most recently as a Regional Manager with responsibility for supporting more than 300 franchisees in California, Nevada and Arizona. | ||||||
8JACK IN THE BOX INC. ï 20132015 Proxy Statement
Ms. Lang PROPOSAL ONE — ELECTION OF DIRECTORS
Director Since November 2003
Ms. Lang has been a director of the Company since November 2003. Ms. Lang has been Chairman of the Board since October 2005, and is currently the Chair of the Executive Committee. She has been Chief Executive Officer of the Company since October 2005. Ms. Lang was previously President of the Company, and also served as Chief Operating Officer, Executive Vice President, and she has held other officer-level positions with marketing or operations responsibilities. Ms. Lang has more than 24 years of experience with the Company in various marketing, finance and operations positions. Ms. Lang is a director on the board of WD-40 Company, a publicly traded company.
| David L. Goebel Lead Director; Director Since December 2008 Mr. Goebel has been a director of the Company since December 2008, and currently serves as Lead Director. He is a partner and Faculty Member for Merryck & Co. Ltd, a worldwide business mentoring | Qualifications: • Mr. Goebel’s qualifications to serve on our Board include his business, operational, management, and leadership development experience in the retail, food service, and hospitality industries, and as an executive consultant, including experience in restaurant operations, restaurant and concept development, supply chain management, franchising, executive development, risk assessment, risk management, succession planning, executive compensation and strategic planning. | ||||
| firm that offers services for chief executive officers by chief executive officers. He has held that position since May 2008. In 2008, Mr. Goebel became the founding principal and President of Santoku, Inc., a private company that operates sandwich shops under the name Goodcents® Deli Fresh Subs (“Goodcents”), catering and cafeteria operations under the name Y-Leave Cafe, catering services under the name Prime Catered Events, and a fast-casual pizza concept under the name Pie Five® Pizza Company. Mr. Goebel is also a consultant to Mr. Goodcents Franchise Systems, Inc., the franchisor of Goodcents, and served as its acting President and CEO from 2010 until December 2014. Since September 2014, he has also served on the board of directors of QuickCheck, a privately held company in the gas/convenience food category. Mr. Goebel has more than 40 years of experience in the retail, food service, and hospitality industries. From 2001 until 2007, he served in various executive positions at Applebee’s International, Inc., including as President and Chief Executive Officer in 2006-2007, during which time the company operated nearly 2,000 restaurants in the United States and internationally. Previous to that, Mr. Goebel was President of Summit Management, Inc., a consulting group specializing in executive development and strategic planning. Prior to that, Mr. Goebel was the Chief Operating Officer of Finest Foodservice, LLC, a Boston Chicken/Boston Market franchise that he founded and co-owned, which was responsible for developing 80 restaurants within a seven-state area from 1994 until 1998. | ||||||
Ms. Lang’s qualifications to serve on our Board include her business, operational, management, marketing and financial experience in the restaurant industry gained during her tenure with our Company, including in her current position as Chairman and Chief Executive Officer. Her knowledge of our operations, competition and competitive positioning, marketing, research and development, and personnel, along with her deep understanding of our values and culture, bring an important Company perspective to the Board. Her experience as an independent director on the board of a public company and on the boards of multiple civic and educational organizations also brings a valuable perspective on strategy, governance, and community to the Board.
Mr. Murphy
| Sharon P. John Director Since September 2014 Ms. John has been a director of the Company since September 2014. Ms. John has been the Chief Executive Officer and a member of the Board of Directors of Build-A-Bear Workshop, Inc. since June 2013. From January 2010 through May 2013, | Qualifications: • Ms. John’s qualifications to serve on our Board include her current role as CEO and director of a publicly traded global retail company and her broad merchandising, marketing, branding, sales and executive management experience, including key roles at well-known consumer brands. | ||||
| Ms. John served as President of Stride Rite Children’s Group LLC, a division of Wolverine World Wide, Inc., which designs and markets footwear for children. From 2002 through 2009, she held positions of broadened portfolio and increased responsibility at Hasbro, Inc., a multinational toy and board game company, including as General Manager & Senior Vice President of its U.S. Toy Division from 2006 to 2008 and General Manager & Senior Vice President of its Global Preschool unit from June 2008 through 2009. Ms. John also founded and served as Chief Executive Officer of Checkerboard Toys; served as Vice President, U.S. Toy Division with VTech Industries, Inc.; and served in a range of roles at Mattel, Inc. She started her career in advertising. | ||||||
JACK IN THE BOX INC. ï 20132015 Proxy Statement 9
Mr. Myers PROPOSAL ONE — ELECTION OF DIRECTORS
Director Since December 2010
Mr. Myers has been a director of the Company since December 2010. Mr. Myers has served as President and Chief Executive Officer of PETCO Animal Supplies, Inc., a holding company for PETCO Animal Supplies Stores, a large specialty pet supplies retailer in the United States, since 2004. Prior to his appointment to President and Chief Executive Officer, Mr. Myers served as Chief Financial Officer for PETCO from 1998 to 2004. He began his career at PETCO as Vice President and Controller in 1990. Previously, Mr. Myers was a Certified Public Accountant with KPMG LLP. Mr. Myers serves on the board of the Retail Industry Leaders Association, and previously served on the board of Provide Commerce, an e-commerce retailer and public company, from 2004-2006, when Provide Commerce was acquired. Mr. Myers served on the audit committee at Provide Commerce.
| Madeleine A. Kleiner Director Since September 2011 Ms. Kleiner has been a director of the Company since September 2011 and is currently Chair of the Nominating and Governance Committee. From 2001 to 2008, Ms. Kleiner was Executive Vice President, General Counsel and Corporate Secretary for Hilton | Qualifications: • Ms. Kleiner’s qualifications to serve on our Board include her experience as general counsel for two public companies, as outside counsel to numerous public companies and her past and current experience on public company boards. She brings to our Board experience as an executive for a major franchisor in the hospitality industry, as well as expertise in corporate governance, risk management, securities laws disclosure, securities transactions, mergers and acquisitions, Sarbanes-Oxley compliance, human resources and executive compensation, government relations and crisis management. | ||||
| Hotels Corporation, a hotel and resort company. At Hilton, Ms. Kleiner oversaw the company’s legal affairs and the ethics, privacy and government affairs functions. She was also a member of the executive committee with significant responsibility for board of directors matters. From 1999 through 2001, Ms. Kleiner served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkiss and Wiley name. From 1995 to 1998, Ms. Kleiner served as Senior Executive Vice President, Chief Administrative Officer and General Counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America, where she was responsible for oversight of legal, human resources, legislative and government affairs and corporate communications. Previous to that, from 1977 to 1995, Ms. Kleiner was with the law firm of Gibson, Dunn & Crutcher, including as partner from 1983 to 1995, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, securities transactions and compliance. Ms. Kleiner has served on the board of directors of Northrop Grumman Corporation since 2008, where she is a member of the audit committee. | ||||||
Mr. Myers’ qualifications to serve on our Board include more than 26 years of financial and retail operations experience, including 10 years as a CPA and public company auditor with KPMG LLP and 18 years with PETCO, a national specialty retail chain with more than 1,100 stores in 50 states. Mr. Myers brings to the Board his prior experience with serving on a public company board and audit committee, as well as experience with marketing and consumer brands, human resources and compensation, mergers and acquisitions, capital markets, financial reporting, financial oversight, and the financial and strategic issues facing public and private companies.
Mr. Tehle
| Michael W. Murphy Director Since September 2002 Mr. Murphy has been a director of the Company since September 2002, and is currently Chair of the Audit Committee. Since April 1996, Mr. Murphy has been President and Chief Executive Officer of Sharp HealthCare, a comprehensive healthcare delivery | Qualifications: • Mr. Murphy’s qualifications to serve on our Board include his business and management experience leading Sharp HealthCare, a large integrated healthcare delivery system with multiple facilities and more than 16,000 employees, his experience as a senior financial officer of Sharp HealthCare, and his experience as a Certified Public Accountant, and former partner at Deloitte. He also serves on the Board of Directors and executive committee of the California Chamber of Commerce. The Board benefits from Mr. Murphy’s extensive experience in accounting, finance, financial reporting, auditing, governance, labor relations, human resources and compensation, marketing, risk assessment and risk management, strategic planning and quality initiatives. | ||||
| system in San Diego which has been recognized with the Malcolm Baldrige National Quality Award, the nation’s highest Presidential honor for quality and organizational performance excellence. Prior to his appointment to President and Chief Executive Officer, Mr. Murphy served as Senior Vice President of Business Development and Legal Affairs for Sharp HealthCare. He began his career at Sharp in 1991 as Chief Financial Officer of Grossmont Hospital before moving to a system-wide role as Vice President of Financial Accounting and Reporting. Prior to this, Mr. Murphy provided certified public accounting services, including as a partner at Deloitte. | ||||||
10JACK IN THE BOX INC. ï 20132015 Proxy Statement
Ms. Webb PROPOSAL ONE — ELECTION OF DIRECTORS
Director Since July 2008
Ms. Webb has been a director of the Company since July 2008, and is currently Chair of the Nominating and Governance Committee. Ms. Webb has been Managing Director for Tennenbaum Capital Partners, LLC, an alternative private investment management firm, since January 2010 and an officer of TCP Capital Corp., a publicly traded company, since April 2012. Prior to joining Tennenbaum Capital Partners, Ms. Webb served from April 2008 to January 2010 as Chief Communications and Investor Relations Officer and Senior Advisor for Ticketmaster Entertainment, Inc. Ms. Webb served from 1988 to 2008 with The Walt Disney Company, most recently as Executive Director and Chief Executive for The Walt Disney Company Foundation. She also served as Disney’s Senior Vice President of Investor Relations and Shareholder Services and oversaw the company’s global strategic financial communications and governance outreach. Her previous roles also included investment banking positions with PaineWebber Inc. and Lehman Brothers.
Qualifications:
| James M. Myers Director Since December 2010 Mr. Myers has been a director of the Company since December 2010. Mr. Myers has served as President and Chief Executive Officer of Petco, the national pet supplies retailer, since 2004. Prior to his appointment to President and Chief Executive Officer, Mr. Myers | Qualifications: • Mr. Myers’ qualifications to serve on our Board include more than 27 years of financial and retail operations experience, including 10 years as a CPA and public company auditor with KPMG LLP and 19 years with Petco, a national specialty retail chain with more than 1,350 stores in all 50 states and Mexico. Mr. Myers brings to the Board his prior experience of serving on a public company board and audit committee, as well as experience with marketing and consumer brands, human resources and compensation, mergers and acquisitions, capital markets, financial reporting, financial oversight, and the financial and strategic issues facing public and private companies. | ||||
| served as Chief Financial Officer for Petco from 1998 to 2004. He began his career at Petco as Vice President and Controller in 1990. Previously, Mr. Myers was a Certified Public Accountant with KPMG LLP. Mr. Myers serves on the board of the Retail Industry Leaders Association, and previously served on the board of Provide Commerce, an e-commerce retailer and public company, from 2004-2006, when Provide Commerce was acquired. Mr. Myers served on the audit committee at Provide Commerce. | ||||||
| David M. Tehle Director Since December 2004 Mr. Tehle has been a director of the Company since December 2004, and is currently Chair of the Finance Committee. He has been Executive Vice President and Chief Financial Officer of Dollar General Corporation, a publicly traded company, since June | Qualifications: • Mr. Tehle’s qualifications to serve on our Board include his experience in senior financial management at public companies in the retail and manufacturing industries. As an active CFO, he is responsible for the overall financial management of a large retail organization. Mr. Tehle has experience in the oversight of strategic planning, human resources and compensation, finance, accounting, information systems, investor relations, treasury and internal audit functions. He brings valuable financial expertise and retail and management experience to the Board. | ||||
| 2004. Mr. Tehle served from 1997 to June 2004 as Executive Vice President and Chief Financial Officer of Haggar Corporation, a manufacturing, marketing, and retail corporation. From 1996 to 1997, he was Vice President of Finance for a division of The Stanley Works, one of the world’s largest manufacturer of tools, and from 1993 to 1996, he was Vice President and Chief Financial Officer of Hat Brands, Inc. | ||||||
Ms. Webb’s qualifications to serve on our Board include her experience in senior management at global consumer branded public companies in the entertainment, media, retail, consumer products, hospitality, leisure, and Internet industries and her experience in the global financial services industry, including expertise in finance, investor relations, communications, media and public relations, treasury, corporate governance, corporate social responsibility, strategic planning, mergers and acquisitions, investment banking and capital markets. Ms. Webb brings valuable strategic and financial market insight and governance acumen
| John T. Wyatt Director Since May 2010 Mr. Wyatt has been a director of the Company since May 2010, and is currently Chair of the Compensation Committee. Mr. Wyatt has served as the Chief Executive Officer of Knowledge Universe-United States, an early childhood education | Qualifications: • Mr. Wyatt’s qualifications to serve on our Board include his experience in senior management for major consumer brands in large global retail companies, including strategy and business development, marketing and brand building, product development, supply chain, finance and capital markets, labor relations, human resources and compensation, organizational development and succession planning, and his prior public company board experience. He brings extensive experience in growing consumer brands to the Board. | ||||
| company, since February 2012. From 2008 through February 2012, Mr. Wyatt was president of the Old Navy division of Gap Inc. He joined Gap Inc. in 2006, and previously served as President of the company’s GapBody division, and President of the company’s Outlet division. From 2004 to 2006, Mr. Wyatt was President and Chief Executive Officer at Cutter & Buck Inc., a designer and marketer of upscale apparel, including serving on the publicly held company’s board of directors. From 2002 to 2004, he served as President of Warnaco Intimate Apparel, a global designer and manufacturer, and from 1999 to 2002, he was Executive Vice President for Strategic Planning and eBusiness Strategies in the Saks family of companies. Additionally, Mr. Wyatt spent more than 20 years with VF Corporation, serving ultimately as President of Vanity Fair Intimates and Vanity Fair Intimates Coalition. | ||||||
In addition to the Board.
Mr. Wyatt
Director Since May 2010
Mr. Wyatt has been a director of the Company since May 2010,business and is currently Chair of the Compensation Committee. Mr. Wyatt has served as the Chief Executive Officer of Knowledge Universe, a leader in early childhood education, since February 2012. From 2008 through February 2012, Mr. Wyatt was president of the Old Navy division of Gap Inc. He joined Gap Inc. in 2006, and previously served as President of the company’s GapBody division, and President of the company’s Outlet division. From 2004 to 2006, Mr. Wyatt was President and Chief Executive Officer at Cutter & Buck Inc., a designer and marketer of upscale apparel, including serving on the publicly held company’s board of directors. From 2002 to 2004, he served as President of Warnaco Intimate Apparel, a global designer and manufacturer, and from 1999 to 2002, he was Executive Vice President for Strategic Planning and eBusiness Strategies in the Saks family of companies. Additionally, Mr. Wyatt spent more than 20 years with Vanity Fair Corporation serving ultimately as President of Vanity Fair Intimates and Vanity Fair Intimates Coalition.
Qualifications:
Mr. Wyatt’s qualifications to serve onprofessional experiences described above, our Board include his experience in senior management for major consumer brands in large global retail companies, including strategy and business development, marketing and brand building, product development, supply chain, finance and capital markets, labor relations, human resources and compensation, organizational development and succession planning. He brings extensive experience in growing consumer brands to the Board.
Our director nominees also serve on the boards of various civic and charitable organizations.
JACK IN THE BOX INC. ï 20132015 Proxy Statement 11
| CORPORATE GOVERNANCE |
We operate within a comprehensive corporate governance structure that includes the highest standards of professional and personal conduct. Our Corporate Governance Principles and Practices, our ethics Code of Conduct, the charters for our Audit, Committee, Compensation, Committee, Finance Committee and Nominating and Governance CommitteeCommittees, and other corporate governance information, are available atwww.jackinthebox.com/investors/
www.jackinthebox.com/investors/corporategovernance. These materials are also available in print to any stockholder upon written request to the Company’s Corporate Secretary, Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123. The information on our website is not a part of this Proxy Statement and is not incorporated into any of our filings made with the Securities and Exchange Commission.
The Board has analyzed the independence of each director. It has determined that Messrs. Goebel, Murphy, Myers, Tehle and Wyatt and Ms. Kleiner and Ms. Webb (consisting of all of our non-employee directors) are independent directors under the NASDAQ Listing Rules, as well as the additional Director Independence Guidelines adopted by the Board. As part of its analysis, the Board determined that none of these directors have a material relationship with the Company. Ms. Lang was determined not to be independent because she is our Chief Executive Officer. The Board determined that Mr. Murray Hutchison, who retired from the Board effective at the 2012 Annual Meeting, was an independent director during his Board service in fiscal 2012.
The Jack in the Box Inc. Director Independence Guidelines provide that a director shall not be independent if he or she is: (a) a director, executive officer, partner or owner of 5% or greater interest in a company that either purchases from or makes sales to our Company that total more than one percent of the consolidated gross revenues of such company for that fiscal year; (b) a director, executive officer, partner or owner of 5% or greater interest in a company from which our Company borrows an amount equal to or greater than one percent of the consolidated assets of either our Company or such other company; or (c) a trustee, director or executive officer of a charitable organization that has received in that fiscal year discretionary donations from our Company that total more than one percent of the organization’s latest publicly available national annual charitable receipts.
The Board has analyzed the independence of each director. It has determined that all but Mr. Comma are independent directors under the NASDAQ Listing Rules, as well as the additional Director Independence Guidelines adopted by the Board. As part of its analysis, the Board determined that none of these directors have a material relationship with the Company. The Board also found that Winifred M. Webb, who served as a director until our 2014 annual meeting, was independent. Mr. Comma, our current Chief Executive Officer, and Ms. Lang, who held that role until her retirement on January 1, 2014, were determined not to be independent due to their roles as Chief Executive Officer and employees of Jack in the Box Inc.
Board Meetings, Annual Meeting of Stockholders, and Attendance
The Board held six meetings in fiscal 2012. We expect each director to attend each meeting of the Board and of the committees on which he or she serves. We also expect them to attend the Annual Meeting of Stockholders. During the time each director served on the Board in fiscal 2012,2014, each
director attended more than 75% of the meetings of the Board and of the committees on which he or she served. The Board held six meetings in fiscal 2014.
All of the then-sitting directors standing for election in 2014 attended the 20122014 Annual Meeting. WeMeeting and we currently expect all of our directors standing for election to be present at the 20132015 Annual Meeting.
Determination of Current Board Leadership Structure
The Nominating and Governance Committee’s Charter provides that the Committee will annually assess the leadership structure of the Board and recommend a structure to the Board for approval. In September 2012,November 2014, the Board of Directors, with the counsel of the Nominating and Governance Committee, conducted thatthis assessment, including assessing whether (i) ourthe roles of Chief Executive Officer (“CEO”), Ms. Lang, and Chairman of the Board should continue to serve as Chairman of the Boardbe combined, and (ii) the Board should continue to have an independent Lead Director. TheBased on the recommendation of the Nominating and Governance Committee, recommended to the Board, and the Board approved, that the current structure of combining the positions of Chairman and CEO and appointing a Lead Director is effective and appropriate for the Company at this time.
The Board determined that combining the positions of Chairman and CEO continues to be in the best interests of the Company.
The Board determined that having one individual serve in both roles provides for clear leadership, accountability, and alignment on corporate strategy. The Board believes that combining the roles of Chairman and CEO puts Ms. LangMr. Comma in the best position to use herhis in-depth knowledge of our industry, our business and its challenges, and our stakeholders, including our stockholders, employees, franchisees and franchisees,guests, to provide the Board with the information and leadership needed to set agendas and direction for the Company. The Board does not believe that having an independent Chairman would make the Board’s risk oversight processes more effective. The Board noted that, theduring Mr. Comma’s tenure as Chairman and CEO, has providedand Mr. Goebel’s service as Lead Director, the Board withhas received timely and relevant information regarding the Company’s business.
12JACK IN THE BOX INC. ï 20132015 Proxy Statement
| CORPORATE GOVERNANCE |
In reaching its recommendation,conclusion, the Board also considered:
The Company’s long standingconsidered the longstanding policies and practices at Jack in the Box for strong, independent oversight, including:
a Board with a high degree of independence, including only one non-independent member;
Board Committees (other than the Executive Committee) that are composed entirely of independent directors;
Board Committee Chairs who review and approve agendas before Committee meetings;
an annual evaluation of the performance of the Chairman and Chief Executive Officer by the Compensation Committee, which evaluation is then discussed with the independent directors of the Board in executive session;
regular executive sessions attended only by independent directors held by the Board and key Board Committees;
the ability of the independent directors to call meetings of the Board and recommend agenda topics to be considered by the Board; and
ana strong, independent Lead Director withwho has oversight responsibility for executive sessions and information flow to the Board;Board, and
the impact who has served in that changing the current Board leadership structure would have on the Company.
Based on these factors, the Board concluded that retaining the current Board leadership structure provides valuable stability and effective leadership.
The independent directors have appointed aMr. Goebel to serve as Lead Director from among the independent directors serving on the Board.Director. Our Corporate Governance Principles and Practices provide for the Lead Director to fulfill the following functions:
set agendas for the executive sessions of the Board;
preside at the executive sessions of the independent directors;
act as the maina key communication channel between the Board and the CEO; and
determine the format and adequacy of information flow to the Board.Board; and
The Lead Director may perform other functions as the Board may direct, including advising managementManagement on the agenda for Board meetings. Mr. Goebel currently serves as Lead Director.
The Board’s Role in Succession Planning
The Board’s goal isBoard expects Management to have an ongoing program for effective senior leadership development and succession. As reflected in our Corporate Governance Principles and Practices, the Board’s practice is to have the CEO review annually with the full Board the abilities of the key senior managers, and their likely successors. The Board also considers management succession issues when meeting in executive session. Additionally, the Board oversees long rangelong-range plans for
management development and retention, andas well as executive succession, including CEO succession.
During 2013, Chairman and CEO Lang announced her retirement from both positions, effective January 1, 2014. The
Board’s executive succession process led to the selection of Mr. Comma, then President and COO and longtime key member of Management, to succeed her as Chairman and CEO. The Board also provided advice and input to Management in the hiring of Frances Allen in October 2014 as Jack in the Box Brand President.
At times, the Board will delegate to the Compensation Committee responsibility to review and advise on succession planning, in which case the Board expects the Committee to review such plans with managementManagement and the Board and to make recommendations to the Board with respect thereto.
BoardThe Board’s Role in Risk Oversight
Management is responsible for the Company’s day-to-day risk management. The Board’s role is to provide oversight of the processes designed to identify, assess and monitor key risks and risk mitigation activities. The Board fulfills its risk oversight responsibilities through (i) quarterly reports from the Vice President of Internal Audit (VP, Internal Audit) to the Audit Committee relating to risk management and oversight; (ii) annual enterprise risk management reports to the full Board by the VP, Internal Audit; (iii) reports directly from managers
responsible for the management of particular business risks,risks; and (ii)(iv) reports by each Committee Chair regarding the Committee’s oversight of specific risk topics.
The Board has delegated oversight of specific risk areas to Committees of the Board. For example, the Audit Committee discusses with managementManagement the Company’s major risk exposures and the steps managementManagement has taken to monitor
and mitigate those exposures, including the processes for
JACK IN THE BOX INC.ï 2015 Proxy Statement13
| CORPORATE GOVERNANCE |
enterprise risk assessment and risk management. As another example, the Compensation Committee discusses with managementManagement and its independent consultant the risks arising in connection with the design of the Company’s compensation programs and succession planning. The risk oversight responsibility of each Board Committee is described
in its committee charter available atwww.jackinthebox.com/investors/corporategovernance. A more detailed discussion of the Compensation Committee’s oversight of compensation risk is found in “Riskthe section “Risk Analysis of Compensation Programs” on page 44.Programs” contained in this proxy.
JACK IN THE BOX INC.ï 2013 Proxy Statement13
Our independent, non-employee directors meet in executive session without managementManagement present at each regularly scheduled meeting of the Board. Mr. Goebel is currently designated by the Board to act as the Lead Director for such
executive sessions. The Audit Committee also holds executive sessions at each regularly scheduled meeting, and the other committees of the Board meet in executive session as they deem appropriate.
The Board of Directors has five standing committees: Audit, Compensation, Nominating and Governance, Finance, and Executive. The authority and responsibility of each committeeCommittee is summarized below. A more detailed description of the functions of the Audit, Compensation, Nominating and Governance, and Finance Committees is included in each committeeCommittee charter available atwww.jackinthebox.com/investors/corporategovernance.
Committee Member Independence. The Board has determined that each member of the Audit, Compensation, Nominating and Governance, and Finance Committees is an independent director for purposes of the NASDAQ Listing Rules as well as under the additional Director Independence Guidelines adopted by the Board. In addition, the members of the Audit Committee are all independent as required under Rule 10A-3(b)(1)(ii) under the Securities Exchange Act of 1934, and the members of the Compensation Committee meet the definitions of (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“IRC”)., and (iii) the requirements of Rule 10C-1 under the Securities Exchange Act of 1934.
Audit Committee. As more fully described in its charter, the Audit Committee assists the Board of Directors with overseeing:
the integrity of the Company’s financial reports;
the Company’s compliance with legal and regulatory requirements;
the independent registered public accountant’s performance, qualifications and independence;
the performance of the Company’s internal auditors; and
the Company’s processes for identifying, evaluating, and addressing major financial, legal, regulatory compliance, and enterprise risks.
The Audit Committee has sole authority to select, evaluate, and when appropriate, replace the Company’s independent registered public accountants. The Audit Committee has appointed KPMG LLP (“KPMG”) as its independent registered public accountants for fiscal 20132015 and is asking the stockholders to ratify this appointment in Proposal 2. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider the selection.selection to determine, in its discretion, whether to retain KPMG or to select a different registered public accountant. Even if the selection
is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year.
The Audit Committee meets at least each quarter with KPMG, the Company’s Division Vice President ofVP, Internal Audit, and managementManagement to review the Company’s annual and interim consolidated financial results before the publication of quarterly earnings press releases and the filing of quarterly and annual reports with the Securities and Exchange Commission (“SEC”).Commission. The Audit Committee also meets at least each quarter in private sessions with KPMG, managementManagement, and the Division Vice President ofVP, Internal Audit. The Audit Committee also oversees the Company’s Business Ethics Program, which includes receiving a quarterly report from the Ethics Officer. The Board of Directors has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined by SEC rules. Additional information regarding the Audit Committee is set forth in theReport of the Audit Committee on page 21. 22.
The Audit Committee held fivefour meetings in fiscal 2012.2014.
Compensation Committee. As more fully described in its charter, the Compensation Committee assists the Board in discharging the Board’s responsibilities relating to director and executive officer compensation, and it oversees the performance evaluation of management.Management. The Compensation Committee reviews and approves the Company’s compensation philosophy, each of the compensation components, equity and benefit plans, and the compensation of executive officers, including performanceshort- and long-term goals, metric and
14 JACK IN THE BOX INC.ï 2015 Proxy Statement
| CORPORATE GOVERNANCE |
compensation components (e.g., cash, equity and objectives for performance-based executive compensation.other forms of compensation). The Compensation Committee discusses with managementManagement and reports to the Board major risk exposures and the monitoring and mitigation activities undertaken by management in connectionany significant risks associated with the design and administration of the Company’s compensation programs and succession planning.planning, and actions taken by Management to mitigate such risks. The Committee has approved the disclosures in the Company’sCompensation Discussion and Analysis that begins on page 2627 of this Proxy Statement. The Compensation Committee held seven meetings in fiscal 2012.2014.
Executive Committee. The Executive Committee is authorized to exercise all powers of the Board in the management of the business and affairs of the Company while the Board is not in session. The Executive Committee did not meet in fiscal 2012.
14JACK IN THE BOX INC.ï 2013 Proxy Statement
Finance Committee. As more fully described in its charter, the Finance Committee assists the Board in advising and consulting with managementManagement concerning financial matters of importance to the Company. Topics considered by the Committee include the Company’s capital structure, financing arrangements, stock repurchase programs, capital investment policies, investment performance oversight for the Company’s retirement plans, the budget process, and the financial implications of major acquisitions and divestitures. The Finance Committee discusses with managementManagement and reports to the Board major risk exposures and the monitoring and mitigation activities undertaken by managementManagement in connection with the matters overseen by the Committee, including proposed major transactions, capital structure, investment portfolio including employee benefit plan investments, financing arrangements, and share repurchase programs. The Finance Committee held five meetings in fiscal 2012.2014.
Nominating and Governance Committee. As more fully described in its charter, the Nominating and Governance Committee duties include assessing the makeup and diversity of the Board, identifying and recommending qualified candidates to be nominated for election as directors at the annual meeting or to be appointed by the Board to fill an existing or newly created vacancy on the Board; recommending members of the Board to serve on each Board committee; and annually reviewing and recommending the leadership structure of the Board. The Nominating and Governance Committee discusses with managementManagement and reports to the Board major risk exposures in connection with matters overseen by the Committee. Its activities include:
evaluating director candidates for nomination;
evaluating the appropriate Board size;
reviewing and recommending corporate governance guidelines to the Board;
providing oversight with respect to the annual evaluation of Board, committeeCommittee and individual director performance;
assisting the Board in its oversight of the Corporation’sCompany’s insider trading compliance program; and
recommending director education.
All nominees for election as Directorsdirectors currently serve on the Board of Directors and are known to the Nominating and Governance Committee in that capacity. The Nominating and Governance Committee held sixfour meetings in fiscal 2012.2014.
Policy Regarding Consideration of Director Candidates for Director.and the Makeup and Diversity of the Board of Directors. The Nominating and Governance Committee has the responsibility to identify, screen, and recommend qualified candidates to the Board for nomination as directors. In evaluating director candidates, the Nominating and Governance Committee considers the qualifications listed in the Jack in the Box Inc. Corporate Governance Principles and Practices, which are available atwww.jackinthebox.com/investors/corporategovernance. The following are some of the factors considered by the Nominating and Governance Committee in evaluating director candidates:
The Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its stockholders.
In order to be evaluated pursuant to the Nominating and Governance Committee’s established procedures, stockholder recommendations for candidates for the Board
JACK IN THE BOX INC.ï 2015 Proxy Statement15
| CORPORATE GOVERNANCE |
must be sent
in writing to the following address at least 120 days prior to the first anniversary of the date of the previous year’s Annual Meeting of Stockholders:
Nominating and Governance Committee of the Board of Directors
c/o Office of the Corporate Secretary
Jack in the Box Inc.
9330 Balboa Avenue
San Diego, CA 92123
Any recommendation submitted by a stockholder to the Nominating and Governance Committee must include the same information concerning the potential candidate and the recommending stockholder as would be required under Article III, Section 3.16 of the Jack in the Box Inc. Bylaws if the stockholder wished to nominate the candidate directly. In evaluating director candidates, the Nominating and Governance Committee considers the qualifications listed in the Jack in the Box Inc. Corporate Governance Principles and Practices, which are available atwww.jackinthebox.com/investors/corporategovernance. The following are some of the factors considered by the Nominating and Governance Committee in evaluating director candidates:
the appropriate size of the Board;
the needs of the Company with respect to particular skills, background, and experience;
the skills, background and experience of the nominee in light of the skills, background and experience already possessed by members of the Board, including whether those qualities add to a diversity of viewpoints and perspectives on the Board;
independence from management and potential conflicts of interest;
experience with accounting rules and practice;
experience with executive compensation;
applicable regulatory and listing requirements;
the benefits of constructive working relationships among directors; and
the desire to balance the considerable benefits of continuity with the periodic injection of the fresh perspective provided by new members.
The Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. The Committee considers all candidates regardless of the source of the recommendation. In addition to stockholder recommendations, the Committee considers recommendations from current directors, Company personnel and others. From time to time, the Nominating and Governance CommitteeThe Company generally retains a search firm to assist it in identifying and screening candidates, and conducting reference checks. The Committee applies the
JACK IN THE BOX INC.ï 2013 Proxy Statement15
same standards in evaluating candidates submitted by stockholders as it does in evaluating candidates submitted by other sources.
A candidate nominated by a stockholder for election at an Annual Meeting of Stockholders will not be eligible for election unless the stockholder proposing the nominee has provided timely notice of the nomination in accordance with the deadlines (at least 120 days and no more than 150 days prior to the first anniversary of the date of the previous year’s Annual Meeting of Stockholders) and other requirements set forth in the Company’s Bylaws.
Article III, Section 3.16 of the Company’s Bylaws provides that, in order to be eligible for election as a Director,director, a candidate must deliver to the Corporate Secretary statements indicating whether the candidate:
The foregoing is a summary of provisions of the Company’s Bylaws, and is qualified by reference to the actual provisions of Article III, Section 3.16.
Committee Assignments
The Board of Directors considers new committee and chair assignments, and the designation of a Lead Director, effective each February. Effective February 2012,2014, the Board of Directors approved the following Board Committee assignments and designatedre-designated David Goebel as the Lead Director. The Board of Directors considers newonly changes to assignments and the designation of a new Lead Director effective each February:made during fiscal 2014 or later are noted below:
| Directors | Audit Committee | Compensation Committee | Nominating & Governance Committee | Finance Committee | Executive Committee | Lead Director | ||||||||||||||||||
| ||||||||||||||||||||||||
| ||||||||||||||||||||||||
| Chair | |||||||||||||||||||||||
| ü | ü | ü | |||||||||||||||||||||
Sharon P. John** | ü | ü | ||||||||||||||||||||||
Madeleine A. Kleiner | ü | Chair | ||||||||||||||||||||||
Michael W. Murphy | Chair | ü | ü | |||||||||||||||||||||
James M. Myers | ü | ü | ||||||||||||||||||||||
David M. Tehle | ü | Chair | ||||||||||||||||||||||
| ||||||||||||||||||||||||
John T. | Chair | ü | ||||||||||||||||||||||
| * | Mr. Comma replaced Ms. |
| ** | Ms. John was appointed to the Compensation and Nominating and Governance Committees upon joining the Board, effective September 18, 2014. |
16 JACK IN THE BOX INC.ï 2015 Proxy Statement
Jack in the Box is committed to establishing and maintaining an effective ethics and compliance program that is intended to increase the likelihood of preventing, detecting, and correcting ethical lapses and violations of law or Company policy. In 1998, the Company adopted a Code of Conduct (the “Code”) which is applicableapplies to all officers, and employees, as well as to our Board of Directors. The Company also provides our franchisees and significant vendors with our Code and with procedures for communicating any ethics or compliance concerns to the Company. ThisThe Code is revised from time to time, most recently with non-substantive updates in 2011.May 2014.
The Code is available on the Company’s website atwww.jackinthebox.com/investors/corporategovernance. We will disclose amendments to, or waivers of our Code that are required to be disclosed under the securities rules, by posting such information on the Company’s website,www.jackinthebox.com. Any waiver of our Code for directors or executive officers must be approved by the Board of Directors. The Company hasdid not madegrant any such waivers in fiscal 2014 and does not anticipate makinggranting any such waiver.waiver in 2015.
16JACK IN THE BOX INC.ï 2013 Proxy Statement
Corporate Governance Principles and Practices
The Company has adopted Corporate Governance Principles and Practices (the “Principles and Practices”) which contain general principles and practices regarding the functionfunctioning of the Board of Directors and the Board Committees. The Principles and Practices are reviewed regularly by the Nominating and Governance Committee regularly reviews the Principles and revised whenPractices and recommends revisions if and as appropriate. The full text of the Principles and Practices may be found atwww.jackinthebox.com/investors/corporategovernance. The Principles and Practices address many of the items discussed above, and also include, among other things, the following items concerning the Board:
| 1. | Limitation on Other Board Service. The Principles and Practices set forth the Board’s policy limiting non-employee directors to simultaneous service on the |
| 2. | Retirement Policy. The Board has adopted a retirement policy under which directors may not stand for election or be appointed after age 73. |
| 3. | Board, Committee, and Individual Director Evaluations. |
| 4. | New-Director Orientation and Continuing Education. The Board works with |
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is an officer, former officer, or employee of the Company. During fiscal 2012,2014, no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K promulgated under the SecuritiesS-K. During fiscal 2014, no
Act of 1933. During fiscal 2012, no interlocking relationship existed between any of our executive officers or Compensation Committee members, on the one hand, and the executive officers or Compensation Committee members of any other entity, on the other hand.
JACK IN THE BOX INC.ï 2015 Proxy Statement17
| CORPORATE GOVERNANCE |
Communications with the Board of Directors
Stockholders or others who wish to communicate any concern of any nature to the Board of Directors, any Committee of the Board, or any individual director or group of directors, may write to a director or directors in care of the Office of the Corporate Secretary, Jack in the Box Inc. 9330 Balboa Avenue, San Diego, CA 92123, or telephone1-888-613-5225. Your letter should indicate thatwhether or not you are a stockholder of the Company.
Comments or questions regarding our accounting, internal controls or auditing matters will be referred to members of our Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and
Governance Committee. For all other matters, our Corporate Secretary will, depending on the subject matter:
forward the communication to the director or directors to whom it is addressed;
forward the communication to the appropriate management personnel;
attempt to handle the inquiry directly, for example where it is a request for information about our Company, or it is a stock-related matter; or
not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
18JACK IN THE BOX INC. ï 20132015 Proxy Statement17
| DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES |
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
The Compensation Committee of the Board of Directors (the “Committee”) has responsibility for recommending to the Board the form and amount of compensation for our non-employee directors. The following discussion of compensation and stock ownership guidelines applies only to our non-employee directors and does not apply to Ms. LangMr. Comma who asbecame CEO on January 1, 2014, and is an employee of the Company, isor Ms. Lang who was CEO until her retirement on January 1, 2014. During 2014, each was compensated as an executive officer and doesdid not receive additional compensation for her service as a director.
The Board believes that total compensation for directors should be reflective of the work required in both (i) their ongoing oversight and governance role and (ii) their continuous focus on driving long-term performance and stockholder value. The compensation program is designed to provide pay that is competitive with directors in the Company’s Peer Group, which is described in Section III.b. of the Compensation Discussion & Analysis (“CD&A”) in this Proxy Statement. It consists of a combination of cash retainers and equity awards in the form of time-vested restricted stock units (“RSUs”). “Competitive” is defined as approximating the 50th percentile of pay of Peer Group directors.
2012Director Compensation Program Review and Changes
Director compensation is reviewed by an independent compensation consultant every two to three years. InDuring fiscal 2012,2014, the Committee:
IncreasedCommittee engaged the retainer forservices of an independent compensation consulting firm (other than its regular independent executive compensation consultant) to evaluate director compensation. Based on the Lead Director from $10,000 to $17,500 to align with market data and the role and responsibilitiesresults of the Lead Director.
Modifiedevaluation, the holding requirement of directors’ annual equity grants. For all new grants in fiscal 2012 and going forward,Board approved increasing each director’s annual equity grant will be subjectcash retainer from $50,000 to a 50%$65,000 beginning in February 2015, and revising the stock holding requirement until termination offrom stock valued at $150,000 to stock valued at three times the Board service withannual cash retainer. No other changes were made to the Board. This revises the prior holding requirement that, if atdirector compensation program.
|
Annual Compensation Program
a. Cash Retainers
Each director receives an annual cash retainer for his or her service on the Board, service on Board committees, service as chair of Board committees, and service as Lead Director, as applicable. There are no meeting fees. Retainers are paid in a single installment on the first business day of the month following the annual stockholder meetingAnnual Stockholder Meeting each year. Directors with less than one full year of service receive a prorated retainer that is paid on the first business day of the month following his or her appointment to the Board.
20122014 RETAINERS
| Annual Retainer: | $50,000 | |||||||||||||
| Lead Director(1): | $17,500 | |||||||||||||
| Annual Board Service: | $50,000 | |||||||||||||
| Lead Director: | $17,500 | |||||||||||||
| Committee | Committee Chair(2) | Committee Membership | Committee Chair(1) | Committee Membership | ||||||||||
Audit | $25,000 | $ | 10,000 | $ | 25,000 | $ | 10,000 | |||||||
Compensation | $25,000 | $ | 7,500 | $ | 25,000 | $ | 7,500 | |||||||
Finance | $12,500 | $ | 5,000 | $ | 12,500 | $ | 5,000 | |||||||
Nominating & Governance | $12,500 | $ | 5,000 | $ | 12,500 | $ | 5,000 | |||||||
| (1) |
|
|
Deferred Compensation Plan — Directors may elect to defer receipt of some or all of their cash retainers in the form of Common Stock equivalents under the Jack in the Box Inc. Deferred Compensation Plan for Non-Management Directors (the “Director Deferred Compensation Plan”). The number of Common Stock equivalents credited to a director’s account is based on a per share price equal to the average of the closing price of Jack in the Box Inc. Common Stock on the NASDAQ Stock Market for the ten (10) trading days immediately preceding the date the deferred compensation is credited to the director’s account. The Company initiated a quarterly dividend during fiscal 2014. Under the Director Deferred Compensation Plan, to the extent dividends are paid, dividend equivalents and fractions thereof are converted to additional Common Stock equivalents and are credited to a director’s deferred compensation account as of the dividend payment dates. Each director’s account is settled in an equal number of shares of Common Stock upon a pre-specified distribution date or the director’s termination of service from the Board. The Director Deferred Compensation Plan is a non-qualified plan under the IRC.Internal Revenue Code.
18JACK IN THE BOX INC. ï 20132015 Proxy Statement19
| DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES |
b. Annual Equity Grant — Restricted Stock Units
Each director receives an annual grant of RSUs under the 2004 Stock Incentive Plan. The Company grantsWe grant RSUs for the following reasons:
RSUs cause the value of directors’ share ownership to rise and fall with that of other stockholders, serving the objective of alignment with stockholder interests.
Restricted stock and RSUs are a prevalent form of director compensation among the Company’s Peer Group.
To determineThe Company determines the number of RSUs to be granted by dividing the annual equity award value of $90,000 is divided by the closing price of Common Stock on the date of the annual
grant. The RSUs granted prior to 2015 vest on the earlier of the first business day 12 months from the date of grant or upon the director’s termination of service with the Board. DirectorsBoard, unless a director elects to defer vesting of shares issuable under such RSU awards until the earlier of a specified distribution date or the termination of their Board service, in compliance with IRC 409A. Beginning with the February 2015 RSU awards, directors may elect to defer receipt of shares issuable under RSU awards to termination of their board service; and, to the extent the Company pays a dividend, directors will earn a dividend equivalent on RSU shares that have vested, but not yet been issued. Dividends were not paid on RSUs until a later date in compliance with IRC 409A.awarded prior to February 2015.
Director Stock Holding Requirement
The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our stockholders. Pursuant to our Principles and Practices, it is the Board’s desire that each non-employee director will hold at least a value of $150,000 in Jack in the Box Inc. Common Stock with a value of at least three times the annual cash Board service retainer within a reasonable period after joining the Board. Effective beginning fiscal 2012, all grants of equity to directors require that theeach director will hold at least 50% of the shares resulting from each grant until his or her termination of service from the Board. Direct holdings, unvested and deferred RSUs, and Common Stock equivalents count toward ownership value. The table below shows each director’s ownership value as of fiscal year end 2012,2014, based on a closing stock price of $28.11$65.73 on the last trading day of fiscal 2012,2014, September 28, 2012.26, 2014. Each of our non-employee directors, except Ms. John who joined the Board late in fiscal 2014, meet the director holding requirement.
| Name | Board Service Effective Date | Direct Holdings / RSUs | Deferred Units & Stock Equivalents | Total Value | Board Service Effective Date | Direct Holdings / RSUs | Deferred Units & Common Stock Equivalents | Total Value | ||||||||||||||||||||||||
Mr. Goebel | Dec. 2008 | $ | 469,212 | $ | 0 | $ | 469,212 | Dec. 2008 | $ | 1,179,788 | $ | 208,298 | $ | 1,388,086 | ||||||||||||||||||
Ms. John | Sept. 2014 | $ | 6,573 | $ | 0 | $ | 6,573 | |||||||||||||||||||||||||
Ms. Kleiner | Sept. 2011 | $ | 221,535 | $ | 0 | $ | 221,535 | Sept. 2011 | $ | 600,641 | $ | 208,298 | $ | 808,939 | ||||||||||||||||||
Mr. Murphy | Sept. 2002 | $ | 89,081 | $ | 1,318,218 | $ | 1,407,299 | Sept. 2002 | $ | 310,246 | $ | 3,307,731 | $ | 3,617,977 | ||||||||||||||||||
Mr. Myers | Dec. 2010 | $ | 576,339 | $ | 0 | $ | 576,339 | Dec. 2010 | $ | 1,947,514 | $ | 214,806 | $ | 2,162,320 | ||||||||||||||||||
Mr. Tehle | Dec. 2004 | $ | 313,961 | $ | 960,294 | $ | 1,274,255 | Dec. 2004 | $ | 878,284 | $ | 2,643,332 | $ | 3,521,616 | ||||||||||||||||||
Ms. Webb | July 2008 | $ | 469,212 | $ | 0 | $ | 469,212 | |||||||||||||||||||||||||
Mr. Wyatt | May 2010 | $ | 477,308 | $ | 132,454 | $ | 609,762 | May 2010 | $ | 499,219 | $ | 309,720 | $ | 808,939 | ||||||||||||||||||
Expenses
The Company reimburses directors for customary and usual travel and out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.
20JACK IN THE BOX INC. ï 20132015 Proxy Statement19
| DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES |
Fiscal 20122014 Compensation
For fiscal 2012,2014, the average annual compensation of directors was $163,571,$164,583 (excluding the dividend payments on deferred accounts), comprised of (i) $73,571$74,583 in cash and (ii) $90,000 in RSUs. This average excludes Mr. HutchisonMs. John, who retired fromjoined the Board on February 17, 2012,in the datefinal month of the 2012 Annual Meeting of Stockholders, and was paid no compensation during fiscal 2012.
2014. The following table provides the compensation amounts for each of the Company’s other directors in fiscal 2012.2014.
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | |||||||||||||||||||||
Mr. Goebel | $ | 80,000 | $ | 90,000 | $ | 170,000 | $ | 80,000 | $ | 90,000 | $ | 0 | $ | 170,000 | ||||||||||||||
Ms. John | $ | 25,240 | $ | 0 | $ | 0 | $ | 25,240 | ||||||||||||||||||||
Ms. Kleiner | $ | 62,500 | $ | 90,000 | $ | 152,500 | $ | 70,000 | $ | 90,000 | $ | 0 | $ | 160,000 | ||||||||||||||
Mr. Murphy | $ | 82,500 | $ | 90,000 | $ | 172,500 | $ | 80,000 | $ | 90,000 | $ | 17,009 | $ | 187,009 | ||||||||||||||
Mr. Myers | $ | 65,000 | $ | 90,000 | $ | 155,000 | $ | 65,000 | $ | 90,000 | $ | 1,301 | $ | 156,301 | ||||||||||||||
Mr. Tehle | $ | 72,500 | $ | 90,000 | $ | 162,500 | $ | 72,500 | $ | 90,000 | $ | 11,724 | $ | 174,224 | ||||||||||||||
Ms. Webb | $ | 72,500 | $ | 90,000 | $ | 162,500 | ||||||||||||||||||||||
Mr. Wyatt | $ | 80,000 | $ | 90,000 | $ | 170,000 | $ | 80,000 | $ | 90,000 | $ | 0 | $ | 170,000 | ||||||||||||||
| (1) | The amount reported in the “Fees Earned or Paid in Cash” column reflects Board and Committee earned retainers paid to each director in |
| (2) | The amount in the “Stock Awards” column reflects the grant date fair value of RSUs granted under the 2004 Stock Incentive Plan, computed in accordance with |
| (3) | The amount reported in the “All Other Compensation” column reflects two dividend payments made during FY 2014 that were credited to the applicable directors’ common stock equivalent accounts in connection with their prior deferral of cash retainers under the Director Deferred Compensation Plan described in the above section entitled “a. Cash Retainers.” |
Outstanding Equity at Fiscal Year EndedEnd
The table below sets forth the aggregate number of unvested and deferred RSUs and shares underlying outstanding stock options held by directors at the end of fiscal 2012.2014. In fiscal 2009, directors began receiving annual equity grants in the form of RSUs rather than stock options.
| Name | RSUs | Stock Options (1) | ||||||
Mr. Goebel | 16,692 | 24,000 | ||||||
Ms. Kleiner | 7,881 | 0 | ||||||
Mr. Murphy | 11,692 | 60,400 | ||||||
Mr. Myers | 15,503 | 0 | ||||||
Mr. Tehle | 16,692 | 60,400 | ||||||
Ms. Webb | 16,692 | 24,000 | ||||||
Mr. Wyatt | 21,692 | 0 | ||||||
|
| Name | Unvested RSUs | Deferred RSUs | Stock Options | |||||||||
Mr. Goebel | 1,551 | 3,169 | 0 | |||||||||
Ms. John | 0 | 0 | 0 | |||||||||
Ms. Kleiner | 1,551 | 3,169 | 0 | |||||||||
Mr. Murphy | 1,551 | 7,587 | 12,900 | |||||||||
Mr. Myers | 1,551 | 0 | 0 | |||||||||
Mr. Tehle | 1,551 | 10,756 | 0 | |||||||||
Mr. Wyatt | 1,551 | 4,712 | 0 | |||||||||
20JACK IN THE BOX INC. ï 20132015 Proxy Statement21
| REPORT OF THE AUDIT COMMITTEE |
The following is the report of the Audit Committee with respect to Jack in the Box Inc.’s audited consolidated financial statements for the fiscal year ended September 30, 2012.28, 2014.
The Audit Committee has reviewed and discussed the annual consolidated financial statements with managementManagement and KPMG LLP, the Company’s independent registered public accounting firm (the “independent auditor”). Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, risk management and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The independent auditor is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting.
The Audit Committee met on fivefour occasions in the fiscal year ended September 30, 2012.28, 2014. The Audit Committee met with the independent auditor, with and without managementManagement present, to discuss the results of its audits and quarterly reviews of the Company’s financial statements. The Audit Committee also discussed with the independent auditor the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. 16Communications with Audit Committees.The Audit Committee also received from the Company’s independent auditor the written disclosures and the letter required by applicable requirements of PCAOB regarding their
regarding their communications with the Audit Committee concerning independence, and has discussed with the independent auditor its independence from the Company. The Audit Committee also has considered whether the provision of non-audit services to the Company is compatible with the independence of the independent auditor.
In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and internal audit group andas well as the Company’s independent auditor which, in theirwhose reports express opinions on the conformity of the Company’s annual financial statements with U.S. generally accepted accounting principles.
Based on the reviews and discussions referred to above, and the reports of KPMG LLP, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012,28, 2014, for filing with the SEC.
THE AUDIT COMMITTEE
Michael W. Murphy,Chair
James M. Myers
David M. Tehle
Winifred M. Webb
This report is not deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this report by reference.
22JACK IN THE BOX INC. ï 20132015 Proxy Statement21
| INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FEES AND SERVICES |
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FEES AND SERVICES
The following table presents fees billed for professional services rendered by KPMG, the Company’s independent registered public accountants, for the fiscal years ended September 30, 301228, 2014, and October 2, 2011.September 29, 2013.
| 2012 | 2011 | 2014 | 2013 | |||||||||||||
Audit Fees(1) | $ | 1,115,000 | $ | 1,010,000 | $ | 897,515 | $ | 910,520 | ||||||||
Audit Related Fees | — | — | — | — | ||||||||||||
Tax Fees(2) | — | 30,000 | 67,923 | — | ||||||||||||
All Other Fees | — | — | — | — | ||||||||||||
KPMG Total Fees | $ | 1,115,000 | $ | 1,040,000 | $ | 965,438 | $ | 910,520 | ||||||||
| (1) | Audit fees include fees for the audit of the Company’s consolidated annual financial statements and the audit of the effectiveness of internal controls over financial reporting. Audit fees also include fees for review of the interim financial statements included in our Form 10-Q quarterly reports and the issuance of consents and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. |
| (2) | Tax fees |
Registered Public Accountants’ Independence. The Audit Committee has considered whether the provision of the above-noted services, other than audit services, is compatible with maintaining KPMG’s independence, and has determined that the provision of such services has not adversely affected KPMG’s independence.
Policy on Audit Committee Pre-Approval of Services. The Company and its Audit Committee are committed to ensuring the independence of the independent registered public accountants, both in fact and in appearance. In this regard, the Audit Committee has established a pre-approval policy in accordance with applicable securities rules. The Audit Committee’s pre-approval policy is set forth in the Audit Committee Pre-Approval Policy, included as Exhibit A to this Proxy Statement.
22JACK IN THE BOX INC. ï 20132015 Proxy Statement23
| PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS |
PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee has appointed the firm of KPMG LLP as the Company’s independent registered public accountants for fiscal year 2013.2015. Although action by stockholders in this matter is not required, the Audit Committee believes it is appropriate to seek stockholder ratification of this appointment.
KPMG LLP has served as the Company’s independent auditor since 1986. One or more representatives of KPMG LLP will be present at the Annual Meeting and will have the opportunity to make a statement and to respond to appropriate questions from stockholders. The following proposal will be presented at the Annual Meeting:
Action by the Audit Committee appointing KPMG LLP as the Company’s independent registered public accountants to conduct the annual audit of the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending September 29, 2013,27, 2015, is hereby ratified, confirmed and approved.
Vote Required for Ratification
Ratification requires the affirmative vote of a majority of the votes present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” this proposal. Brokers have discretionary authority to vote uninstructed shares on this matter.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.
24JACK IN THE BOX INC. ï 20132015 Proxy Statement23
| PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION |
PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is providing stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers (“NEOs”) as disclosed in the CD&A, the compensation tables, narrative disclosures, and related footnotes included in this Proxy Statement. This proposal is commonly known as a “Say on Pay” proposal.
The Say on Pay vote is advisory, and therefore nonbinding on the Company; however, the Compensation Committee of the Board of Directors, which is comprised entirely of independent directors, values the opinions of our stockholders and will take into account the outcome of the vote when considering future executive compensation decisions. We received an over 92%a 97.8% favorable vote on Say on Pay at our February 20122014 Annual Meeting of Stockholders.
As discussed in more detail in the CD&A, theThe Compensation Committee engages the services of an independent compensation consultant to advise on executive compensation matters, including competitive compensation targets within the marketplace, and Company performance targets and analysis. This consultant works exclusively for the Compensation Committee and performs no other work for the Company. Our
As discussed in more detail in the CD&A, our executive compensation program is designed to attract and retain a talented team of executives who can deliver on our commitment to build long-term stockholder value. The Compensation Committee believes our program is competitive in the marketplace, links pay to performance by rewarding our NEOs for achievement of short-term and long-term financial andgoals (and, in some years, strategic goals,goals), and aligns our NEOs’ interests with the long-term interests of our stockholders by providing a mix of performance-performance and service-based equity awards. Specifically, a significant portion of compensation paid to our NEOs is based on the Company’s business performance.
Our fiscal 2014 NEOs consist of Brand Services executives supporting both brands, namely our Chief Executive Officer (CEO) (including our current CEO Leonard Comma, and our Former CEO Linda Lang who retired in January 2014), Chief Financial Officer (CFO), Chief Legal and Risk Officer (CLO) and Chief People Officer (CPO), as well as our Qdoba Brand President.
The Compensation Committee believes stockholders should consider the following key components of our compensation programs and governance practices when voting on this proposal:
Pay for Performance Orientation
| • | Targeted Pay. We target executive base salary, total cash compensation, and total direct compensation |
| • | Pay Mix. Our executive compensation program includes a mix of fixed and variable compensation, including annual and long-term incentives that create a balance between short-term and long-term focus. |
| • | Annual Incentives. |
and Taxes (“Operating EBIT”) and ROM goals. The annual incentive plan for fiscal 2014 for all NEOs included a strategic goal component in order to motivate and reward Management for achievements that |
| • | Long-Term Incentives (“LTI”). Equity awards for our NEOs |
JACK IN THE BOX INC.ï 2015 Proxy Statement25
| PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION |
achieved the guest satisfaction goals at a level above target for each of the three years in the performance period, and achieved the ROIC goals at a level above target for all three years, including achieving above maximum for the final performance year of FY 2014. Accordingly, in November 2014, our four Brand Services NEOs (the current CEO, CFO, CLO and CPO) each received |
award, above target, but below maximum, of 141.7% of the target units awarded. (The Qdoba Brand President joined the company in March 2013 and did not participate in the 2011 LTI grant). |
The grant guidelines, goals, and performance metrics for the LTI awards granted in November 2014 for the performance period FY 2014-16 are further described in the CD&A.
Alignment with Long-Term Stockholder Interests
| • | Stock Ownership Requirement. Our NEOs and other senior executives are required to own a significant amount of the Company’s stock, based on a multiple of salary. |
| • | Equity Awards. |
stock price, aligning the financial interests of our NEOs with the interests of our stockholders. A large proportion of our NEOs’ total pay is delivered in equity awards (including options, PSUs and RSUs). Such equity awards accounted for over 60% of the CEO’s total direct compensation in 2014. |
| • | No Evergreen |
24RecommendationJACK IN THE BOX INC.ï 2013 Proxy Statement
Recommendation
With the assistance of its independent compensation consultant, the Compensation Committee has thoughtfully developed our executive compensation programs, and established thesetting NEO compensation paid to our NEOs to linkthat links pay to performance and provideprovides an appropriate balance of short-term and long-term incentives that are aligned with long-term stockholder interests. Accordingly, the Board of Directors recommends that you vote in favor of the following resolution:
“RESOLVED, that Jack in the Box Inc. stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s Compensation Discussion and Analysis, tabular disclosures, and other narrative disclosures in this Proxy Statement for the 20132015 Annual Meeting of Stockholders.”
Approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions will be included in the number of shares present and entitled to vote, and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not count as votes cast “FOR” or “AGAINST” the proposal, and will not be included in calculating the number of votes necessary for approval for this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
26JACK IN THE BOX INC. ï 20132015 Proxy Statement25
| CD&A — I. EXECUTIVE SUMMARY |
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) explains the key elements of our executive compensation program and compensation decisions for our named executive officers (“NEOs”). in fiscal 2014. The Compensation Committee of our Board of Directors (the “Committee”), with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs. Compensation for fiscal 2013 and 2012 is shown for the NEOs who were also NEOs in either of those years.
Our fiscal year 20122014 NEOs are:
• | Chairman and Chief Executive Officer (“CEO”), our principal executive officer | |||
• | Linda A. Lang (1) | Retired Chairman and Chief Executive Officer (“Former CEO”), our former principal executive officer | ||
| • | Jerry P. Rebel | Executive Vice President, Chief Financial Officer (“CFO”), our principal financial officer | ||
• | ||||
| Phillip H. Rudolph | Executive Vice President, | ||
| • | Timothy P. Casey | Qdoba Brand President | ||
| • | Mark H. Blankenship | Executive Vice President, Chief People, Culture & Corporate Strategy Officer (“CPO”) | ||
| (1) | In August 2013, Ms. Lang announced her retirement as Chairman and CEO, effective January 1, 2014, on which date Mr. Comma, previously President and Chief Operating Officer, assumed both positions. Ms. Lang is referred to in this CD&A as either Ms. Lang or as Former CEO. |
Quick Reference Guide
| Section I | |||
Compensation Philosophy and Objectives | Section II | |||
Compensation Competitive Analysis | Section III | |||
Elements of Compensation | Section IV | |||
Compensation Decision-Making Process | Section V | |||
Fiscal 2014 Compensation | Section VI | |||
Other Benefit Programs and | Section VII | |||
Fiscal 2015 Program Changes | Section VIII |
Jack in the Box is committed to building long-term stockholder value. Our executive compensation program is designed to deliver on this commitment by using a balanced performance measurement framework that is aligned with the key drivers of Company performance and stockholder value creation. This executive summary provides an overview of our 2012fiscal 2014 Company performance, compensation framework and pay actions, targeted total direct compensation, CEO pay for performance alignment, and governance practices.
a. Fiscal 2012 Company Performance2014 Key Business Results
Despite the continued challenging macroeconomic environment, theThe Company deliveredreturned significant value to its stockholders by delivering another year of strong financial and operational performance in fiscal 2012 and we2014. We believe that the pay-for-performance philosophy of our executive compensation program was a keyan important driver of our success. Our performance reflects the strength of our leadership team and employees, the success of our franchise business model, the growth of our brands, the restructuring activities we have undertaken to drive organizational efficiencies,efficiency, and our continued focus on enhancing the entire guestour guests’ experience in our restaurants.
Fiscal 20122014 highlights include:
Returns to Stockholders
Same-store
JACK IN THE BOX INC.ï 2015 Proxy Statement27
| CD&A — I. EXECUTIVE SUMMARY |
Financial and Strategic Achievements
| • | Operating Earnings Per Share (“Operating EPS”)1 increased 35% to $2.45 per share for fiscal 2014 (versus $1.82 for fiscal 2013), on top of last year’s 39% increase over fiscal 2012. This represents the third consecutive year of growth in excess of 30 percent. |
Same-store sales at Qdoba company-operated restaurants increased 2.8% for the year.
Consolidated restaurant operating margin improved 240140 basis points overto 18.5% in fiscal 2011 to 15.1%2014, largely driven by same-store sales growth at both brands and the benefit of sales.
|
Jack in the Box has delivered seven straight quarters of sequential improvement in speed of service, and also achieved significantly higher guest satisfaction scores in
|
Jack in the Box franchisees completed reimaging their restaurants during the year, resulting in an updated image for our entire system.
We continued to execute on our Jack in the Box refranchising strategy. As
Ninety-fiveOur Qdoba brand opened 38 new restaurants, were openedand systemwide including 37sales increased 13% for the year.
We engaged in a comprehensive review of our organizational structure. As a result,believe this structure allows us to capitalize on operational and cost efficiencies, as well as shared expertise, experience, and capabilities. In fiscal 2014, we believe we are a more efficient company and are closer to achieving our goal of reducingreduced G&A expenseby 50 basis points from the prior year to a3.8% of systemwide sales, reaching our targeted range of 3.5%-4.0% of system-wide sales.
We outsourced our Jack in the Box distribution business, which we believe will free up a substantial amount of working capital.
These accomplishments helped us (1) substantially exceed our annual incentive plan performance targetstarget for Operating EPS andEPS; (2) exceed our Restaurant Operating Margin as well as(“ROM”) target on a consolidated basis; (3) substantially exceed both our ROM and Operating EBIT targets for the Jack in the Box brand; (4) achieve above threshold (but below target) level on Qdoba brand ROM and Operating EBIT; and (5) achieve our fiscal 20122014 strategic goals.goals at an overall level above target, as described inFiscal 2014 Compensation Section VI below. Accordingly, our Brand Services NEOs (CEO, CFO, CLO and CPO) received close to the maximum annual incentive payouts for fiscal 2014 of 200% of target payout, forwhile the Company’s fiscal 2012 performance.Qdoba Brand President received 116% of target payout. These payouts ranged from 87% to 200% of the base salaries of our NEOs.
| 1 | Operating EPS refers to diluted EPS from continuing operations on a GAAP basis excluding restructuring charges and |
26JACK IN THE BOX INC.ï 2013 Proxy Statement
b. Fiscal 20122014 Compensation Framework
Our executive compensation program is designed to motivate, engage, and retain a talented leadership team and to appropriately reward them for their contributions to our business. Our performance measurement framework consists of a combination of financial, operational, and strategic performance metrics, varying time horizons, and multiple equity vehicles. A largeThe largest portion of target executive compensation is variable and is directly tied to the achievement of annual and longer-term financial and operating goals. In combination, these metrics and variables provide a balanced and comprehensive view of performance, and drive the Committee’s executive compensation decisions. Our performance measurementThe framework and key fiscal 20122014 performance measures and pay actions for Jack in the Box and for the Qdoba CEO, respectively, are summarized below.shown opposite.
| CD&A — I. EXECUTIVE SUMMARY |
JACK IN THE BOX INC. ï 20132015 Proxy Statement 2729
| CD&A — I. EXECUTIVE SUMMARY |
c. Fiscal 20122014 Targeted Total Direct Compensation Mix
The chart below illustratesshows the percentage breakdown of targeted total direct compensation (“TDC”) (consisting of base salary, target annual incentive, and target long-term incentive) for each NEO in fiscal 2012.2014 (other than Ms. Lang). Consistent with our pay for performance philosophy (as described more fully in Section II of this CD&A), the largest portion of compensation is variable, at-risk pay in the form of annual and long-term incentives, 80%specifically 69% for our CEO, and 64%-72%57%-61% for our other NEOs.NEOs (includes annual incentive, stock options, and PSUs).
The Committee determined, based on market data and advice provided by its independent consultant, that the appropriate targetedtarget TDC for our CEO in fiscal 20122014 was $4.732$4.4 million (consisting of base salary of $966,000,$800,000, target annual incentive of $966,000,$800,000, and target long-term incentive guideline of $2.8 million) which approximated the median of the relevant market data set. Based on the Company’s strong fiscal 2012 performance, and consistent. Consistent with our compensation philosophy, TDC is generally +/-15% of “exemplary pay for exemplarythe market median, based on the Committee’s discretion and consideration of performance,” Ms. Lang’s retention, and other factors. Mr. Comma’s actual TDC exceeded targetedin fiscal 2014 was $5.5 million.
| CEO Total Direct Compensation | ||||||||
| Target (000s) | Actual (000s) | |||||||
Salary | $ | 800.0 | $ | 765.8 | ||||
Annual Incentive | $ | 800.0 | $ | 1,600.0 | ||||
Long-Term Incentive (LTI) | $ | 2,800.0 | $ | 3,095.0 | ||||
Total | $ | 4,400.0 | $ | 5,460.8 | ||||
The increase in actual TDC over target TDC was primarily reflective of: (a) an additional $800,000 due to heran annual incentive payout as shown below.
| CEO Total Direct Compensation | ||||||||
| Target | Actual | |||||||
Salary | $ | 966,000 | $ | 962,192 | ||||
Annual Incentive | $ | 966,000 | $ | 1,922,630 | ||||
Long-Term Incentive(1) | $ | 2,800,000 | $ | 2,843,996 | ||||
Total | $ | 4,732,000 | $ | 5,728,818 | ||||
|
2830JACK IN THE BOX INC. ï 20132015 Proxy Statement
| CD&A — I. EXECUTIVE SUMMARY |
d. CEO Compensation and Pay for Performance Alignment
Each year, the Committee assesses our CEO’s actual compensation relative to the Company’s performance. The following graph shows the relationship of our CEO’s actual TDC (base salary, actual annual incentive earned, and long term incentive equityvalue based on the estimated value of each award using the stock price at the time of grant date fair value, as reflected inand, for PSUs, the Summary Compensation Table or “SCT”)entire three-year potential share payout at target), compared to our cumulative shareholder return performance in each of the last five fiscal years. Pay for performance alignment is shown relative to the TDC of our current CEO, Mr. Comma, for FY 2014, and relative to our Former CEO, Ms. Lang, for prior years. As illustrated, Ms. Lang’sCEO compensation was generally increasedaligned with strong performance and decreased when performance declined.Company performance.
| (1) | The Cumulative Total Return numbers assume that the value of the investment in the Company’s Common Stock was $100 on September |
|
|
e. Governance Practices
The Company has several governance practices that it believes reinforce the soundness of our compensation programs:programs.
Director Independence.The Compensation Committee is made up entirely of independent directors;
Independent Compensation Consultant.The Committee retains an independent compensation consultant whoto advise on the executive compensation program and practices. The consultant works exclusively for the Committee and does not perform any other work for the Company;
Tax Gross-Ups.The Company ceased providing tax gross-upsgross-up provisions in any compensation arrangements entered into in 2009 and later, except for relocation costs as approved by the Board.which would require Board approval. No such relocation expenses were paid in 2012;
Stock Ownership and Holding Requirements.Directors, NEOs and other executives have stock ownership and holding requirements;
No Hedging or Pledging of Company Stock.The Company prohibits any hedging transactions involving our stock, pledges of Company stock, and the holding of Company stock in margin accounts; and
Clawback Policy.A clawback policy was adopted in 2008 and applies to incentive cash compensation and performance-based equity awards.
JACK IN THE BOX INC.ï 2015 Proxy Statement31
| CD&A — I. EXECUTIVE SUMMARY |
f. Say-on-Pay Feedback from Stockholders
In 2012,2014, we sought an advisory vote from our stockholders regarding our executive compensation program. More than 92% of votes cast supportedprogram and received a 97.8% favorable vote supporting the program. TheEach year, the Committee considers the results of the advisory vote as it completes its annual review of each pay element and the compensation packages provided to our NEOs and other executives. Given the significant level of stockholder support and our stockholder outreach throughout the year, the Committee concluded that our executive compensation
program continues to
provide a align executive pay with stockholder interests and provides competitive pay for performance package that encourages retention and effectively incentivizes our named executive officers to maximize shareholder valueperformance of talented NEOs and encourages long-term retention.executives. Accordingly, the Committee determined not to make any significant changes to our programs as a result of the vote. The Committee will continue to consider the outcome of our say-on-pay votes and our stockholder views when making future compensation decisions for the NEOs.NEOs and executives.
32JACK IN THE BOX INC. ï 20132015 Proxy Statement29
| CD&A — II. COMPENSATION PHILOSOPHY AND OBJECTIVES |
II. COMPENSATION PHILOSOPHY AND OBJECTIVES
a. Compensation Philosophy
Our executive compensation program and pay decisions are based on the philosophy established by the Committee:
Competitive Pay for Expected Performance
Exemplary Pay for Exemplary Performance
| • | Competitive Pay means base |
| • | Expected Performance means the performance targets approved by the Board of Directors. |
| • | Exemplary Pay means annual and long-term incentive awards that are generally above the median of the Market. |
| • | Exemplary Performance means performance that exceeds the performance targets approved by the Committee, consistent with the operational plan and budget approved by the Board of Directors. |
b. Compensation Objectives
The Committee has set the following objectives for compensating our NEOs and other executives and considers these objectives in making compensation decisions:
| Objective | Description | |
Competitive Pay | We provide competitive pay that is commensurate with job scope, responsibilities, and | |
Pay Mix | We use a mix of | |
Performance | A large portion of executive compensation is variable, at-risk pay tied directly to achievement of annual and long-term incentive goals. Variable reward payouts are designed to provide competitive pay for achieving expected performance, and above competitive pay for performance that exceeds expectations. The Committee exercises judgment and discretion in program design and pay decisions, | |
Stockholder Alignment | We require NEOs and other executives to have a meaningful financial stake in the Company by | |
Balanced Performance Measurement | We use a combination of financial, operational, and strategic performance metrics, varying time horizons, and multiple equity vehicles to provide a balanced and comprehensive | |
Managing Compensation Risk | We set incentive goals in such a way as to discourage excessive risk taking, and avoid placing too much emphasis on any one metric or performance time horizon. A risk assessment of our compensation program is performed on an annual basis. |
c. Internal Pay Equity
Our compensation programs are designed so that potential compensation opportunities are setappropriate relative to each executive’s level of responsibility and impact. While program design is similar for executives at the same level, actual pay
pay may vary based on an executive’s base pay and individual performance over time. In fiscal 2012,2014, our CEO’s targeted TDC was approximately 2.82.5 times higher than the next highest paid executive.
30JACK IN THE BOX INC. ï 20132015 Proxy Statement33
| CD&A — III. COMPENSATION COMPETITIVE ANALYSIS |
III. COMPENSATION COMPETITIVE ANALYSIS
a. Competitive Analysis
Each year the Committee’s independent consultant provides market pay information that the Committee usesrelies on a variety of data points to assess the competitiveness of our executive compensation program and the individual compensation of our executives. This informationInformation the Committee uses to perform this analysis includes:
The Company’s performance against its internal financial, operational and strategic targets;
The mix of short-term and long-term compensation in the form of cash and equity-based compensation; and
A review of “Market” compensation, utilizing collectively:provided by the compensation data from proxy statement disclosures of
compensation data from (a) proxy statement disclosures of our Peer Group (defined below) |
The Committee also considers the Company’s financial performance relative to our Peer Group. Although we target compensation to approximate a reasonable range of the Market median, as described in our compensation philosophy, the Committee has discretion to determine if it is in the Company’s best interest to provide any executives with compensation that varies from this general principle.approach.
b. Fiscal 20122014 Peer Group
We use a Compensation Peer Group to assess the competitive pay levels of our NEOs and other executives, and to evaluate program design elements. The Committee believes the Peer Group should consist of a combination of restaurant and retail companies because these are the primary companies with which we compete for executive talent.
Our practice in selecting Peer Group companies is to look for companies in the restaurant industry that are comparable in size (determined by(GAAP revenue and market value,capitalization, generally between 0.5x and 2.0x Jack in the Box, and byBox). The Committee also considers systemwide sales, number of locations) and have similarlocations, business models and consumer focus. TheIn reviewing systemwide sales comparisons, the Committee uses a combination offocuses on the eleven restaurant retail, and hospitality companies in the Peer Group. The Committee believes itGroup (for which comparative data is important to includeapplicable). Given the small number of public restaurant companies from outsidethat meet the above criteria, our peer group also includes retail companies of the restaurant industry in order to understand how other consumer-focused businesses with similar economics to Jack in the Box compensate their executives. Furthermore, we compete for executive talent at retail and hospitality companies so it is appropriate to use a broader sample.
size.
For 2012,2014, the Committee’s independentcompensation consultant recommended, and the Committee approved, the following changes to the Peer Group to: remove two companiesGroup:
The Committee approved the revised fiscal 20122014 Peer Group in August 2013, based on the parameters described above, and on the peer group trailing four-quarter revenue and market cap data at its August 2011 meeting,the time. At such time, the Peer Group medianmembers’ revenue wasand market cap medians were $2.2 billion and median market capitalization was $1.6$2.2 billion, respectively, compared towith trailing four quarter Jack in the Box revenue of $2.2$1.5 billion and market capitalizationcap of $1.1$1.7 billion for Jack in the Box.(which rose to $2.5 billion as of FYE 2014). The Committee believes that the fiscal 20122014 Peer Group provided sound representation of competitive pay levels and practices.
| 2014 Peer Group | ||||
| ||||
| Retail | ||||
Brinker International, Inc. | Aeropostale Inc. | |||
| Buffalo Wild Wings, Inc. | ||||
The Cheesecake Factory Incorporated | ||||
| Children’s Place Retail Stores Inc. | |||
| Chipotle Mexican Grill Inc. | DSW Inc. | |||
Cracker Barrel Old Country Store, Inc. | ||||
| DineEquity, Inc | Genesco Inc. | |||
| Domino’s Pizza, Inc. | Urban Outfitters, Inc. | |||
| Panera Bread Company | ||||
| Ruby Tuesday, Inc. | ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
The Wendy’s Company | ||||
34JACK IN THE BOX INC. ï 20132015 Proxy Statement31
| CD&A — IV. ELEMENTS OF COMPENSATION |
The
Our executive compensation programs consist of the elements we usesummarized below, and are designed to (a) achieve our compensation objectives, and to(b) enable the Company to retain, motivate, engage, and reward our NEOs and other executives, are summarized below. The programs are designed toand (c) encourage an appropriate level of risk taking, as discussed later in this CD&A.
Element / Type of Plan | Link to Compensation Objectives | Key Features | ||
Current Year Performance | ||||
Base Salary
(Cash) | Fixed amount of compensation for performing day-to-day responsibilities. Provides financial stability and | Competitive pay that is targeted to approximate a reasonable range of the median of the Market, taking into account job scope and complexity, criticality of position, knowledge, skills and experience. Generally, executives are eligible for an annual salary increase, depending on individual performance, market pay changes, and internal equity. | ||
Annual Incentive
(Cash) | Variable compensation component. Motivates and rewards for achievement of annual Company | |||
Multi-Year Performance | ||||
Long-Term Incentive (LTI)
| Variable compensation component. Motivates and rewards for
Encourages continued employment through required vesting periods in order to obtain shares.
Stock ownership and holding requirements align the financial interests of our executives with the financial interests of our stockholders. | Grant guidelines are reviewed annually and set to result in total pay that is within a reasonable range of the Market median. Actual grants may vary from the LTI guideline based on individual performance.
Stock
Performance
Restricted Stock Units (RSUs): In fiscal 2014, RSUs | ||
Attraction & Retention | ||||
Perquisites
(Cash) | Provides a limited cash value for certain other benefits that are typically offered to executives in the Market. | |||
Retirement Benefits
(Pension, SERP, Deferred | Provides for retirement income to reward service and commitment to the Company and to encourage retention. | Pension — Supplemental
| ||
32JACK IN THE BOX INC. ï 20132015 Proxy Statement35
| CD&A — V. COMPENSATION DECISION-MAKING PROCESS |
V. COMPENSATION DECISION-MAKING PROCESS
Role of the Compensation Committee
The Committee works closely with its independent consultant and meets regularly, including in executive session without managementManagement 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/retail industry, Market data and other relevantgeneral industry compensation information, and considers the recommendations of its independent consultant when making compensation decisions. The Committee Chair reports the actions of the Committee to the Board at each regular meeting.
The Committee’s responsibilities include reviewing and approving the:approving:
CompensationThe compensation Peer Group;
CompensationOur compensation philosophy;
Amount and form of executive compensation;
CEO performance and compensation;
Annual and long-term incentive plans and benefit plans;
Performance metrics and goals, and achievement of goals in annual and long-term incentive plans;
Equity grants;
Board compensation; and
Annual proxy statement/CD&A disclosure, which the Committee recommends to the Board for inclusion in the Company’s Proxy Statement.
Role of the Independent Compensation Consultant
The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy” or “Consultant”) as its independent compensation consultant since January 2010. The Consultant reports directly to the Committee and performs no other work for the Company. The Committee has analyzed whether the work of Semler Brossy as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by Semler Brossy; (ii) the amount of fees from the Company paid to Semler Brossy as a percentage of the firm’sSemler Brossy’s total revenue; (iii) Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Committee; and (vi) any stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm.whom it employs. The Committee
has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by
Semler Brossy as compensation consultants to the CompanyCommittee has not created any conflict of interest.
The Consultant performs the following responsibilities:
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;
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, compensation tables, 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
Supports the Committee to ensure executive compensation programs are competitive and align the interests of our executives with those of our stockholders.
In fiscal 2012,2014, Semler Brossy attended all Committee meetings in person or by telephone, including executive sessions as requested, and consulted frequently with the Committee Chair between meetings. Semler Brossy reviewed this CD&A and the tables contained in this Proxy Statement.
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 NEOs and executives (other than herself);himself) and in consultation with the Company’s compensation and benefits department, provides herhis recommendations to the Committee on NEO and other executives’ compensation.compensation, in consultation with the Company’s CPO and the compensation and benefits department. The CFO and finance department also provide information and answer the Committee’s questions regarding Company financial targets and projections. The CEO also meets privately with the Committee and its consultant to discuss herhis executive pay recommendations, and provides herhis insight and perspectives to the Committee on the reports and recommendations of the Committee’s Consultant relating to plan design and strategies, goal setting, payout structure, stock grants and holding requirements, and other related topics.
The Committee reviews and discusses pay decisions related to the CEO in executive session without the CEO or any other members of managementManagement present.
36JACK IN THE BOX INC. ï 20132015 Proxy Statement33
| CD&A — VI. FISCAL 2014 COMPENSATION |
VI. FISCAL 20122014 COMPENSATION
a. Base Salary
In fiscal 2012,2014, the Committee approved the following NEO salary increases, effective November 2011,2013, to recognize individual performance, skills, experience, criticality of position, and to maintain market competitiveness.
| 2012 Base Salary Increases | ||||||||||||
| Name | FY 2011 Salary (000s) | FY 2012 Salary (000s) | % Increase | |||||||||
Ms. Lang | $ | 933 | $ | 966 | 3.5% | |||||||
Mr. Rebel | $ | 487 | $ | 506 | 3.9% | |||||||
Mr. Comma(1) | $ | 460 | $ | 506 | 10.0% | |||||||
Mr. Rudolph | $ | 431 | $ | 456 | 5.8% | |||||||
Mr. Beisler | $ | 368 | $ | 385 | 4.6% | |||||||
| 2014 Base Salary Increases | ||||||||||||
| Name | FY 2013 Salary (000s) | FY 2014 Salary (000s) | % Increase | |||||||||
Mr. Comma (CEO)(1) | $ | 578 | $ | 800 | 38.4% | |||||||
Mr. Rebel (CFO) | $ | 524 | $ | 540 | 3.1% | |||||||
Mr. Rudolph (CLO) | $ | 471 | $ | 485 | 3.0% | |||||||
Mr. Casey (Qdoba President) | $ | 400 | $ | 412 | 3.0% | |||||||
Dr. Blankenship (CPO) | $ | 333 | $ | 350 | 5.1% | |||||||
| (1) | Mr. Comma received a 38.4% increase in salary due to his being appointed to succeed Ms. Lang, the Former CEO. Due to her retirement in January 2014, Ms. Lang is not included in the table above. Ms. Lang’s base salary from November 2013 until her retirement remained at $995,000, which was |
b. Performance-Based Annual Incentive Compensation (Cash)
TheIn November 2013, the Committee approved the annual incentive goals in November 2011 for fiscal 2012 after the Board approved2014 consistent with the Company’s fiscal 20122014 operational plan and budget. The EPS metric used in fiscal 2011 excluded franchise reimage incentive paymentsbudget approved by the Board. For the Brand Services executives (Mr. Comma, Mr. Rebel, Mr. Rudolph, and gains on sales of company restaurants;Dr. Blankenship), the EPS metric used in 2012 (“Operating EPS”) excluded restructuring charges and gains on sales of company restaurants. The Committee approvedannual goals included: (1) Operating EPS as the fiscal 2012 goal for Jack in the Box because it uses1, using the same calculation that managementManagement and the investment community commonly useuses to assess the Company’s performance; (2) Consolidated ROM; and (3) specified strategic goals, subject to a minimum financial performance threshold, as described below. For Mr. Casey, the Qdoba Brand President, the goals included a combination of corporate consolidated goals (the same Operating EPS and it facilitates communication with participantsStrategic Goals as for the Brand Services executives) and specific goals for Qdoba (Operating EBIT and ROM). Jack in the incentive plan.Box (“JIB”) Brand executives had a similar structure, although none were NEOs in FY 2014. The plan structure and relative weights of each goal are shown in the table below.
| Brand Services Executives | JIB/Qdoba Brand Executives | |||||
60% | Jack in the Box Inc. Operating EPS | 30% | Jack in the Box Inc. Operating EPS | |||
20% | Consolidated ROM | 30% | JIB/Qdoba Operating EBIT | |||
| 20% | JIB/Qdoba ROM | |||||
20% | Consolidated Strategic Goals | 20% | Consolidated Strategic Goals | |||
When setting fiscal 20122014 annual incentive goals, the Committee and our CEO considered: the Company’s fiscal 20122014 operational plan and budget, then-current economic conditions, and potential events that could impact future sales and earnings levels; the results of a sensitivity analysis of Company performance results relative to the incentive targets; and the advice of the Committee’s Consultant.
Based on this review, at the beginning of the performance period, the Committee approved specifiedannual incentive goals for Jack in the Box and Qdobabased on key financial metrics that it believed were challenging yet reasonable, and would increase stockholder value if achieved.achieved, with target and higher goals set at challenging, yet reasonable levels. Consolidated goals were established for the enterprise, and additional brand specific goals were set for each of the JIB and Qdoba brands. The following table below describes each goal and the reason for its rationale, and its relative weightinclusion in the annual incentive plan.
| 1 | Operating EPS refers to diluted EPS from continuing operations on a GAAP basis excluding restructuring charges and gains/losses from refranchising. For a reconciliation, please see the Company’s current report on Form 8-K and accompanying press release filed November 18, 2014. |
JACK IN THE BOX INC.ï 2015 Proxy Statement37
| 2014 Performance Metrics | Why Goal Is Used | |||||
| ||||||
Operating EPS (diluted) | This is a primary measure of how well the Company is performing overall, and is a key driver of stockholder return over the long-term. This metric excludes restructuring charges and gains and losses from | |||||
Consolidated Restaurant Operating Margin (“ROM”) | Consolidated ROM measures how effectively the Company manages its business operations and costs, and is a key performance metric for alignment with our franchise operators, our franchising strategy, and our stockholders and potential investors. | |||||
Strategic Goals - - | These strategic goals reward for | |||||
| ||||||
| ||||||
JIB/Qdoba Restaurant Operating Margin (“ROM”) |
Fiscal 2014 Performance Results
The enterprise outperformed its fiscal 2014 financial targets, exceeding the highest goal set for Operating EPS, and performing slightly below the maximum goal for ROM. Qdoba achieved ROM and Operating EBIT (as defined in the table above) above the thresholds but below the targets set for the year, partially due to costs associated with making investments in the short-term that we believe will benefit the brand over the longer-term. The charts below show actual financial performance relative to target performance for the two enterprise goals and the two Qdoba brand-specific goals, respectively.
3438JACK IN THE BOX INC. ï 20132015 Proxy Statement
Fiscal 2012 Performance Results CD&A — VI. FISCAL 2014 COMPENSATION
Financial targets and actual 2012 performance for the Jack in the Box EPS and ROM and Qdoba EBITDA and ROM goals are shown in the charts below.
The strategic goals (accounting for 20% of the target Jack in the Box annual incentive)incentive for all our NEOs) were subject to a minimum Operating EPS threshold of $0.83,$1.82 which, onceif met, funded the strategic portion of the award, but still permitted the Committee to exercise discretion to reduce the payout based on the Committee’s determination of the level of achievement attained. As the Company exceeded the minimum Operating EPS threshold, the Committee assessed Management’s achievement on its two strategic goals for the year relating to (1) completing the transition to a Brand Services structure, and (2) identifying and developing initiatives to support future growth strategies for both brands. The Committee approved maximum achievementCommittee’s assessment on the first strategic goal was based on consideration of:considerations that included (a) development of service level agreements for various Brand Services functions, and (b) the integration of the information technology and “People” functions across the brands to leverage people and
infrastructure capabilities and create synergies in programs and processes. Achievements in information technology included the identification of key single technology platforms to support both brands, such as point of sale systems, business intelligence and restaurant communication technology. Achievements in the People organization included integration of talent acquisition, training and development, performance management, salary and incentive plans and HRIS systems and reporting. For the second strategic goal, the Committee assessed the review and implementation of Qdoba’s brand strategy and positioning, and progress on brand initiatives to strengthen and differentiate the JIB brand and support our long-term goals.
Same-store salesOverall, the Committee determined that Management achieved an overall performance compared to performance of our key competitors;level above target level on these strategic goals.
Improvement in operational execution in the areas of speed of service and Voice of Guest (“VOG”) scores;
An increase in Jack in the Box system AUV of 3.6%, including same-store sales growth of 4.6% at Company restaurants; and
The development of a business model re-engineering process, that includes restructuring, outsourcing, and further integrating shared services across brands; anticipated to result in approximately $12 million of future annualized savings.
Fiscal 20122014 Payouts
The 20122014 target and maximum annual incentive payout percentages for the NEOs, expressed as a percentage of annual base salary, are shown in the table below. There is no minimum amount of incentive planThe payout guaranteed for the NEOs. The percentages are set by position level relative to Market data and each executive’s role in the Company. Because we achieved all three JackThere is no minimum amount of incentive payout guaranteed for the NEOs, but the maximum amount is capped at 2x target payout (200% of salary for the CEO, and 150% of salary for the other NEOs). In 2014, (1) the Company significantly exceeded each of the consolidated financial goals, and (2) in the Box goals at or nearCommittee’s determination, Management performed well, but below the maximum thelevel for strategic goals. The annual incentive payouts to Ms. Langour four Brand Services NEOs reached their maximum payout caps. The Qdoba Brand President earned 116% of his target payout (87% of his base salary) based on the achievement on the consolidated goals and Messrs. Rebel, Comma and Rudolph are close to maximum payout. Because we achievedthe above threshold (but below target) achievement on the Qdoba ROM goal at maximumbrand goals.
| Payout (As Percent of Salary) | Target Incentive (000s) | Actual Payout (As Percent of Salary) | Actual Incentive Earned (000s) | |||||||||||||||||
| Target | Max | |||||||||||||||||||
Mr. Comma (CEO) | 100 | % | 200 | % | $ | 800.0 | 200 | % | $ | 1,600.0 | ||||||||||
Mr. Rebel (CFO) | 75 | % | 150 | % | $ | 405.0 | 150 | % | $ | 810.0 | ||||||||||
Mr. Rudolph (CLO) | 75 | % | 150 | % | $ | 363.8 | 150 | % | $ | 727.5 | ||||||||||
Mr. Casey (Qdoba President) | 75 | % | 150 | % | $ | 309.0 | 87 | % | $ | 357.5 | ||||||||||
Dr. Blankenship (CPO) | 75 | % | 150 | % | $ | 262.5 | 150 | % | $ | 525.0 | ||||||||||
c. Long-Term Incentive Compensation
In fiscal 2014, the long-term incentive program for all our Company NEOs was comprised of 50% stock options, 30% performance share units (PSUs), and 20% restricted stock units (RSUs). The Committee chose these forms of equity awards and weightings to (a) give the greatest weighting to stock options which directly align executive pay with the creation of value to our stockholders through stock price appreciation, (b) provide PSUs that directly link executive pay to achievement of longer-term Company financial and operational goals, and (c) provide time-vested RSUs to help facilitate stock ownership and retention value. In fiscal 2014, all executives (Brand Services, JIB Brand, and Qdoba
Brand) shared the same consolidated goals and same metrics on brand specific goals.
Each year, the Committee’s Consultant provides long-term incentive (LTI) grant guidelines that reflect approximately the median of Market TDC when combined with base salary and the EBITDA goal (weighted 75%) above target but below maximum,annual incentive. For the payoutfiscal 2014 grant, the Committee considered the equity grant guidelines, the Company’s overall performance, each brand’s performance for the prior fiscal year, recommendations from the CEO (except with regard to Mr. Beisler is above target, but below maximum payout.his own compensation), and input from the Committee’s Consultant to determine the actual grant value for each NEO and executive.
| Payout (As Percent of Salary) | Target Incentive (000s) | Actual Payout (As Percent of Salary) | Actual Incentive Earned (000s) | |||||||||||||||||
| Target | Max | |||||||||||||||||||
Ms. Lang | 100 | % | 200 | % | $ | 966.0 | 199.0% | $ | 1,923.0 | |||||||||||
Mr. Rebel | 75 | % | 150 | % | $ | 379.5 | 149.0% | $ | 754.0 | |||||||||||
Mr. Comma | 75 | % | 150 | % | $ | 379.5 | 149.0% | $ | 754.0 | |||||||||||
Mr. Rudolph | 75 | % | 150 | % | $ | 342.7 | 149.0% | $ | 681.0 | |||||||||||
Mr. Beisler | 65 | % | 130 | % | $ | 250.2 | 93.8% | $ | 361.1 | |||||||||||
JACK IN THE BOX INC. ï 20132015 Proxy Statement 3539
c. Long-Term Incentive Compensation
In fiscal 2012 and prior years, the long-term incentive program for Qdoba executives differed from that for Jack in the Box. Each program is described below.
2012 Jack in the Box Long-Term Incentive Compensation CD&A — VI. FISCAL 2014 COMPENSATION
Each year, the Committee’s Consultant provides long-term incentive (“LTI”) grant guidelines that deliver approximately the median of Market TDC when combined with Jack in the Box salary and target annual incentive. For the fiscal 2012 grant, the Committee considered these equity grant guidelines, the Company’s overall prior fiscal year performance, recommendations from the CEO, and input from its Consultant, to determine the grant value for each NEO and executive.
The chart below illustrates our long-term incentiveLTI structure and the key elements which includes stock options, of each type of award for our NEOs and other executives.
Performance Share Units
PSUs vest after three years based upon performance metrics established at the beginning of the three fiscal-year performance period, with specific performance targets for each metric reviewed and RSUs,established at the featuresbeginning of which are describedeach fiscal year of the performance period.
The threshold performance targets set for the second and third years of the performance period may not be lower than the threshold set for the first year. The Committee believes that setting the specific performance targets annually helps the Committee better understand the relative attainability and difficulty in Section IV.Elementsthe performance targets and, as a result, better align performance and payouts.
PSUs awarded in November 2011 to Jack in the Box executives (based on the fiscal 2012-14 performance period) vested and were payable in November 2014. Consistent with our pay for performance philosophy, the payout level was determined based on the average of Compensation.the performance level attained in each fiscal year for two metrics: a guest satisfaction measure and ROIC from Operations. The three year average achievement level on the guest satisfaction goal
Performance goals established for(weighted one-third) was above target at 132.2%; and achievement on the ROIC from Operations goal (weighted two-thirds) was above target at 146.4%, together resulting in a weighted payout of 141.7% of the target number of PSUs awarded.
In November 2013, the Committee granted PSU awards to our NEOs and executives (except the retiring CEO) for the 2012-2014fiscal 2014-2016 performance period, include:based upon these metrics: (a) ROIC from Operations (“ROIC”), (b) Jack in the Box Systemwide Average Unit Sales Growth, and guest satisfaction (VOG scores).(c) Qdoba Systemwide Average Unit Sales Growth. Performance targets were established relative to these metrics for fiscal 2014, the first year of the 3-year performance period. ROIC is a key indicator of our ability to increase long-term stockholder value. Thevalue, and Systemwide Average Unit Sales Growth is central to the Company’s investment thesis and long-term growth. With these three metrics, PSUs support the critical drivers of our success: to grow top-line sales profitably at both brands, and to ensure prudent deployment of capital to drive the business. In each case, the Committee selected ROIC as an appropriate long-term goal because ROIC improvementsbelieves the goals set are best measured over time. The VOG program, administered and reported to us by a third-party, is based on guest responses to questions on factors such as quality of food, speed of service, and level of service. It has been a common, recognized, and respected means of measuring guest satisfaction in our industry.
Consistent with our pay for performance philosophy, PSUs granted in November 2009 (which were based on the fiscal 2010-12 performance period and payable in November 2012) did not yield any payout due to performance failing to meet the minimum threshold goals established for ROIC and VOG.appropriately challenging, but reasonably attainable.
2012 Qdoba Long-Term Incentive Compensation40
The Committee believes that the LTI program for the Qdoba CEO should (a) incentivize and reward for performance directly linked to increasing the value of the Qdoba brand, and (b) align a portion of the incentive with Jack in the Box performance. To achieve this objective, eighty percent (80%) of the 2012 LTI for Qdoba CEO Gary Beisler consisted of Qdoba Performance Units and twenty percent (20%) consisted of Jack in the Box Inc. RSUs (described above). Qdoba Performance Units consist of “Growth Units” and “Restricted Units” designed to
reward for achievement of performance targets relative to Qdoba’s net earnings for the three fiscal year period 2012-2014, and are payable in cash. The Company believes that net earnings is the best measure of overall Qdoba performance; is most similar to earnings per share for a public company; and is a prevalent performance metric used in the Market. Given Mr. Beisler’s plans to retire during fiscal 2013, he will be eligible to receive a pro-rated portion of these Performance Units at the end of the performance period.
36JACK IN THE BOX INC. ï 20132015 Proxy Statement
| Fiscal 2012 Long-Term Incentive Grants to NEOs | ||||||||||||||||||||||||||||
| Stock Options | PSUs (At Target) | Time-Vested RSUs | ||||||||||||||||||||||||||
| Name | # Options | Grant Date Fair Value (000s) | # Units | Grant Date Fair Value (000s) | # Units | Grant Date Fair Value (000s) | Total (000s) | |||||||||||||||||||||
Ms. Lang | 209,268 | $ | 1,542.3 | 41,833 | $ | 781.0 | 27,888 | $ | 520.7 | $ | 2,844.0 | |||||||||||||||||
Mr. Rebel | 67,298 | $ | 496.0 | 13,446 | $ | 251.0 | 8,964 | $ | 167.4 | $ | 914.4 | |||||||||||||||||
Mr. Comma(1) | 56,276 | $ | 414.7 | 11,244 | $ | 209.9 | 7,496 | $ | 139.9 | $ | 764.5 | |||||||||||||||||
Mr. Rudolph(1) | 40,506 | $ | 298.5 | 8,093 | $ | 151.1 | 5,395 | $ | 100.7 | $ | 550.3 | |||||||||||||||||
QDOBA | ||||||||||||||||||||||||||||
| Performance Units (Target Value) | Time-Vested RSUs | |||||||||||||||||||||||||||
Mr. Beisler(2) | N/A | N/A | $400.0 | 4,980 | $ | 93.0 | $ | 493.0 | ||||||||||||||||||||
| CD&A — VI. FISCAL 2014 COMPENSATION |
The table below shows the LTI awards to our NEOs in fiscal 2014.
| Fiscal 2014 Long-Term Incentive Awards to NEOs | ||||||||||||||||||||||||||||
| Stock Options | PSUs (At Target) | Time-Vested RSUs | ||||||||||||||||||||||||||
| Name | # Shares Underlying Options | Grant Date Fair Value (000s) | # Units | Full Three Year Value (000s) | # Units | Grant Date Fair Value (000s) | Total (000s) | |||||||||||||||||||||
Mr. Comma (CEO)(1) | 76,586 | $ | 1,534.0 | 19,805 | $ | 936.6 | 13,203 | $ | 624.4 | $ | 3,095.0 | |||||||||||||||||
Mr. Rebel (CFO) | 25,263 | $ | 506.0 | 6,533 | $ | 308.9 | 4,355 | $ | 205.0 | $ | 1,020.0 | |||||||||||||||||
Mr. Rudolph (CLO)(1) | 20,722 | $ | 415.1 | 5,359 | $ | 253.4 | 3,572 | $ | 168.9 | $ | 837.4 | |||||||||||||||||
Mr. Casey (Qdoba President) | 14,436 | $ | 289.5 | 3,733 | $ | 176.5 | 2,489 | $ | 117.7 | $ | 583.7 | |||||||||||||||||
Dr. Blankenship (CPO) | 12,993 | $ | 260.3 | 3,360 | $ | 158.9 | 2,240 | $ | 105.9 | $ | 525.1 | |||||||||||||||||
| (1) |
|
|
Grant Detail
The number of options and full-value shares or units grantedawarded during fiscal 2014 to each NEO was determined by dividing the LTI grant value approved by the Committee at its November 2013 meeting for each NEO relative to each form of equity (50% options, 30% PSUs, 20% RSUs), by the 60-day average closing price of Jack in the Box Common Stock two weeks prior to the November 2011 Committee meeting at which the grants were approved by the Committee. A 3:1 ratio (option to full value share) was applied to determine the number of(for options, granted.using a Black-Scholes value). In accordance with our standard practice, the grant date of the fiscal 20122014 awards was the second business day of the “window period” that opened in accordance with the Company’s Employee/Insider Trading Policy, after the release of the prior fiscal year-end earnings. The grant values in the table above reflect the Committee’s methodology in valuing these awards on the grant date, and are based on the closing price of the stock on the date of grant and the number of options or full-value shares or units subject to the award. For the PSU award, the values above reflect the “target” number of shares for theentire three-year performance period of the award, as the award is intended to measure and reward for such prospective three-year period (FY 2014-16); in contrast, the “Grants of Plan-Based Awards” table on page 51 sets forth on individual rows the “grant date fair value” of the current performance year (FY 2014) of three successive PSU awards (made in FY 2012, FY 2013 and FY 2014).
d. Cash Perquisite Allowance
TheExecutives receive an annual cash perquisite allowance amounts in fiscal 2012 are shown opposite.allowance. The allowance is taxable to each executive, and the Company does not provide a related tax gross-up.
| Name | Allowance | |||
Ms. Lang | $ | 66,500 | ||
Mr. Rebel | $ | 52,000 | ||
Mr. Comma | $ | 52,000 | ||
Mr. Rudolph | $ | 52,000 | ||
Mr. Beisler | $ | 45,700 | ||
| Name | Allowance | |||
Mr. Comma (CEO) | $ | 66,500 | ||
Mr. Rebel (CFO) | $ | 52,000 | ||
Mr. Rudolph (CLO) | $ | 52,000 | ||
Mr. Casey (Qdoba President) | $ | 45,700 | ||
Dr. Blankenship (CPO) | $ | 52,000 | ||
JACK IN THE BOX INC. ï 20132015 Proxy Statement 3741
| CD&A — VII. OTHER BENEFIT PROGRAMS AND POLICIES |
VII. OTHER BENEFIT PROGRAMS AND POLICIES
a. Executive Benefits
Our NEOs and other executives receive the same benefits as those generally available to other employees in the Company. Both Company-subsidized and voluntary benefit programs are provided and include medical, dental, vision, life insurance,
and disability coverage. Additionally, the Company provides each NEO with an enhanced level of employer-paid term life insurance with a total value for each executiveNEO of $770,000.
b. Retirement Plans
The Company’s retirement plans are designed to provide our employees, including our NEOs and other executives, with some retirement income security. These plans reward for
service and provide an additional incentive for our employees to build long-term careers at Jack in the Box.
Defined Benefit Pension Plan (“Retirement Plan”) —Our. All our NEOs except Mr. Casey, along with our employees generally, are participants in a tax-qualified defined benefit pension plan. The Retirement PlanThis plan was closed to new employees hired on or after January 1, 2011 and will “sunset” on December 31, 2015. This means that our participating NEOs and employees will no longer accrue additional benefits based on additional pay and service as of thisthat date. Participants in the pension plan including our NEOs, receivemay begin receiving their accrued benefit aton or after retirement.
Supplemental Executive Retirement Plan (“SERP”) —In addition to the Retirement Plan, three. Three of our NEOs (including the Former CEO) and a limited number oftwo other executives and employees are participants in the SERP. Effective January 1, 2007, the SERP was closed to new participants. The SERP is unfunded and not qualified for tax purposes. The SERP was established in 1990 to address IRC limitations on pension benefits that could be accrued under our Retirement Plan.
|
Enhanced EDCP —EDCP. Due to the closure of the SERP in 2007, any employeeemployees hired or promoted into a Corporate Vice President or above position on or after January 1, 2007 receivesreceive an additional contribution to their EDCP account of 4% of base salary and annual incentive each year to their EDCP account for up to 10 years.
Qualified 401(k) Plan (“E$P”) — Prior to 1990, executives were eligible to participate in Three of our NEOs receive the Jack in the Box Inc. Easy$aver Plus Plan which includes a cash or deferred arrangement under IRC Section 401(k). Our current CEO participated in the E$P Plan at that time. Beginning in 1990, highly compensated employees were excluded from participating in the E$P Plan. Executives with existing balances in the E$P Plan are able to maintain their balances in the E$P Plan, however they can no longer make deferrals into the E$P.
c. Executive Stock Ownership and Holding Requirements
In 2002, stock ownership guidelines were adopted that require ourOur NEOs and senior vice presidents and higher are subject to stock ownership guidelines that require them to maintain a minimum equity stake in Jack in the Box. The guidelines are based on a multiple of salary and are intended to assure that these executives maintain a meaningful financial stake in the Company to promote a long-term perspective in managing the business, and to align the long-term financial interests of these executives with those of our stockholders.
Prior to 2011, the executive stock ownership program included one-time grants of restricted stock that were required to be held until the executive’s termination of service with the Company. Since fiscal 2011, executives have been granted time-vested RSUs that include a share holding requirement until termination of service.
| Position | Minimum Ownership (multiple of base salary) | |||
Chairman and CEO | 5.0x | |||
Executive Vice President | ||||
| 3.0x | |||
Senior Vice President | 1.5x | |||
| Increased from 1.0x, | effective November 2014. |
| Holding Requirement |
Executives subject to stock ownership guidelines are required to hold 100% of the shares issued from each RSU grant after it vests until their stock ownership guideline is met, and if met, required to hold 50% of the shares issued from each RSU grant after it vests. Holding requirements are applied on an after-tax net share basis.
3842JACK IN THE BOX INC. ï 20132015 Proxy Statement
| CD&A — VII. OTHER BENEFIT PROGRAMS AND POLICIES |
d.
Named Executive Officer Stock Ownership
Ownership
Our NEOs stock ownership is reviewed annually by the Committee at the time equity grants are approved. At the beginning of fiscal 2012, each of our NEOs met their stock ownership requirement. As of the end of fiscal year 2012,2014, all of our NEOs have met their stock ownership requirement, with the exception of Mr. Comma is the only NEO who has not met his requirement, as a result of his May 2012 promotion to President which increased both his salaryCasey and Dr. Blankenship. Mr. Casey was hired in March 2013 and his 2013 and 2014 RSU grants and all future RSU grants are subject to a holding requirement of 100% of net shares until his stock ownership requirement from 3.0xis met. Dr. Blankenship was promoted to 4.0xExecutive Vice President in November 2013 (thereby increasing his base salary.ownership requirement); his 2010-
2014 RSU grants, and all future RSU grants, are subject to a holding requirement of 100% of net shares until his stock ownership requirement is met. Ms. Lang, not shown in the table due to her retirement prior to fiscal year end, met her stock ownership requirement.
Neither PSUs nor options (regardless of when they are exercisable) are counted toward meeting stock ownership guidelines unless and until shares are issued upon vesting or option exercise, as applicable.
| Name | Direct Ownership | Restricted Shares/ Units | Total Shares | Value at 9/30/12 (000s) | Value of Stock Requirement | Meets Requirement | ||||||||||||||||||
Ms. Lang | 12,735 | 248,542 | 261,277 | $ | 7,344 | $ | 4,830 | Yes | ||||||||||||||||
Mr. Rebel | 4,959 | 77,621 | 82,580 | $ | 2,321 | $ | 1,518 | Yes | ||||||||||||||||
Mr. Comma | 874 | 50,748 | 51,622 | $ | 1,451 | $ | 2,200 | No | ||||||||||||||||
Mr. Rudolph | 629 | 68,206 | 68,835 | $ | 1,935 | $ | 1,368 | Yes | ||||||||||||||||
Mr. Beisler | 252 | 56,455 | 56,707 | $ | 1,594 | $ | 385 | Yes | ||||||||||||||||
| Name | Shares Directly Held | Restricted Stock/ Unvested Shares (1) | Total Shares | Value at 9/28/14 (000s) | Value of Stock Requirement | Meets Requirement | ||||||||||||||||||
Mr. Comma (CEO) | 5,218 | 64,434 | 69,652 | $ | 4,578 | $ | 4,000 | Yes | ||||||||||||||||
Mr. Rebel (CFO) | 8,733 | 80,698 | 89,431 | $ | 5,878 | $ | 1,620 | Yes | ||||||||||||||||
Mr. Rudolph (CLO) | 4,277 | 70,842 | 75,119 | $ | 4,938 | $ | 3,483 | Yes | ||||||||||||||||
Mr. Casey (Qdoba President) | 0 | 2,489 | 2,489 | $ | 163 | $ | 412 | No | ||||||||||||||||
Dr. Blankenship (CPO) | 3,464 | 7,587 | 11,051 | $ | 726 | $ | 1,050 | No | ||||||||||||||||
| (1) | This column includes restricted shares and unvested RSUs; and for Mr. Comma, also includes deferred performance vested restricted stock. |
e. Derivatived. Prohibition of Pledging and Hedging Transactions
The Company prohibits certain derivative transactions in Company stock. Officers, including NEOs, and their families, may not:
Trade in “puts”, “calls”, or other derivative securitiesvehicles involving the Company’s securities;
Engage in zero-cost collars, forward sales contracts or other hedging transactions in Company securities;
Hold Company securities in margin accounts; and
Pledge Company securities.
f.e. Executive Compensation Recovery (“Clawback”) Policy
The Company’s compensation recovery policy provides that in the event Jack in the Box Inc. materially restates all or a portion of its financial statements due to fraud or intentional misconduct, either committed by a Corporate Officer or knowingly permitted by a Corporate Officer, the Committee may take action to recover incentive cash compensation and performance-based equity awards that were based on the achievement of financial results that were subsequently restated. For purposes of this policy, a Corporate Officer is defined as an employee with the title of Corporate Vice President or above, and includes the CEOJack in the Box Brand President and COO of the Company’s subsidiary Qdoba Restaurant Corporation,Brand President, as well as former Corporate Officers who were employed by the Company at the time of theany fraud or intentional misconduct.
Executive compensation subject to recovery and/or cancellation may include full or partial repayment of:include:
| i) |
| ii) | Economic gains realized from the sale of shares awarded under a performance-based equity plan, and |
| iii) |
The Committee has the sole discretion to determine what action to take in the event of a restatement, including soliciting recommendations from the Audit Committee and the full Board and retaining outside advisors to assist in making its determinations. Any actions taken by the Committee would be independent of consequences imposed by law enforcement agencies, regulators or other authorities. The Committee will continue to review potential changes to the Clawback Policy in light of the Dodd-Frank Act and any regulations or listing requirements based thereon.
g.JACK IN THE BOX INC.ï 2015 Proxy Statement43
| CD&A — VII. OTHER BENEFIT PROGRAMS AND POLICIES |
f. Termination of Service
None of the 2014 NEOs have employment or severance agreements that provide for benefits upon a termination of service, except in the event of a change in control as described in theCompensation and Benefits Assurance Agreementsdiscussion in the next section. When an NEO terminates employment with the Company, the NEO will receive amounts according to the specific terms and provisions of each compensation plan or benefit plan thatplan. Such amounts may include:
Amounts contributed and distributions under the Company’s qualified and non-qualified deferred
compensation plans (subject to the specific terms and requirements of IRC Section 409A).
|
If termination is after the end of the fiscal year but before payment, annual cash incentive award subject to the Company’s achievement of performance goals.
JACK IN THE BOX INC.ï 2013 Proxy Statement39
If eligible to retire under a Company-sponsored retirement plan, inIn addition to the above, and consistent with the terms of our standard equity agreement, the executive is entitled to the following:
Accelerated vesting of options equal to 5% additional vesting for each full year of service with the Company.
Prorated vesting of performance share units and full vesting of time-vested RSUs in accordance with the vesting schedule of each award.
A prorated annual cash incentive award based on the number of full reporting periods worked in the fiscal year before retirement, subject to the Company’s eligibility requirements and achievement of performance goals.
If an NEO dies while employed by the Company, under the terms of the respective stock award agreements, all outstanding options and stock awards will become 100% vested on the date of his or her death.
The values of additional potential payments to the NEOs are provided in the section entitled “Potential Payments Upon Termination or Change in Control” of this Proxy Statement.
h.g. Compensation & Benefits Assurance (Change in Control) Agreements
The Committee believes that Compensation & Benefits Assurance Agreements (otherwise known as a Change in Control or “CIC” Agreements) benefit stockholders by providing an important incentive to senior executives to remain focused on running the business in the case of a pending or actual change in control event.
Accordingly, each of the NEOs (including Ms. Lang prior to her retirement) and all Senior Vice Presidents and higher (a total of six officers),three other officers have a CIC Agreement that providesproviding for compensation in the form of a lump sum payment and other benefits in the event of a qualifying termination within 24 months of the effective date of the change in control of the Company (a “double-trigger” agreement). Each agreement has a term of two years, and is subject to automatic extension for additional two-year terms unless either party to the agreement gives notice of intent not to renew. Further details are set forth in the section entitled “Potential Payments Upon Termination of Employment or Change in Control.”
Three of the CIC Agreements currently in effect were entered into prior to 2009 and include a gross-up provision. We initially provided for these payments because they allow each individual to recognize the full intended economic benefit of the change in control compensation that we have determined is appropriate, and eliminate unintended disparities between executive officers that the parachute payment excise tax can arbitrarily impose. However, inIn 2009, in line with market
practices, the Committee determined not to enter into any future compensatory agreements that obligate usthe Company to provide tax gross-up payments intended to offset the cost of excise taxes imposed on “excess parachute payments”. Threepayments.” Accordingly, no CIC Agreements wereagreements entered into aftersince 2009 and do not include a gross-up provision (the
provision. Since 2012, the Company’s current form CIC Agreement). During fiscal 2012, the Committee reviewed the current form CIC Agreement, the purposes of providing the assurance benefits, and the relative payouts to executives and estimated costs of the current form CIC Agreements if triggered. Following this review and with advice from its Consultant, the Committee amended the form CIC agreement and approved entering into amended agreements with the three executives with the current form CIC Agreements so as to provide each executive withincludes a “best after-tax provision”after-tax” provision where benefits would be reduced only if doing so would result in a better after-tax economic position for the affected executive. As with the prior form CIC agreement,Under this provision, there are no gross-ups payable; the executive is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes. One grandfathered CIC Agreement, entered into with our CFO prior to 2009, was still in effect at fiscal year-end, and includes a gross-up provision.
During FY 2014, the Committee reviewed the CIC agreement structure with its independent consultant, and approved a change to the CIC agreement to provide the same multiple of cash severance benefits (2.5x base salary and annual incentive) to the Brand Presidents as it provides to Executive Vice Presidents. The Committee plans to continue to monitor the costs and appropriate terms and conditions of CIC Agreements in the future.
A detailed discussion of the provisions of the CIC Agreements and associated monetary values is provided in the section following the compensation tables entitledCompensation & Benefits Assurance Agreements.
4044JACK IN THE BOX INC. ï 20132015 Proxy Statement
| CD&A — VII. OTHER BENEFIT PROGRAMS AND POLICIES |
i.
h. Tax and Accounting Information
Internal Revenue Code Section 162(m)
The Committee and its Consultant consider the IRC Section 162(m) implications of all compensation decisions for our NEOs and other executives. Section 162(m) places a one million dollar limit on the amount of compensation that the Company can deduct in any one year for certain NEOs. Certain performance-based pay is excluded from this limit. For the reasons discussed earlier, our compensation programs are designed to provide the largest portion of an executive’s compensation through programs intended to qualify as performance-based compensation under Section 162(m), including our annual performance incentive plan and long-term incentive plan in the form of stock options and performance share units. However, corporate objectives may not necessarily align with the requirements of Section 162(m). Accordingly, the Committee may grant awards or enter into compensation arrangements under which payments are not deductible under Section 162(m). Restricted stock awards are not considered performance-based under Section 162(m) and, accordingly, are subject to the one million dollar deductibility limit.
Internal Revenue Code Section 409A
Under IRC Section 409A, amounts deferred by an employee under a non-qualified deferred compensation plan (such as the SERP and EDCP) may be included in gross income when deferred and be subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions.
The Company administers the SERP and EDCP intending to comply with Section 409A. The Company intends that its stock options are exempt from Section 409A.
Expensing of Stock Options
The Company accounts for compensation expense associated with options in accordance with the Financial Accounting Standards Board (“FASB”) authoritative guidance on stock compensation, and it uses a binomialBlack Scholes valuation model to determine the “fair value” of our stock options at grant.
JACK IN THE BOX INC. ï 20132015 Proxy Statement 4145
| CD&A — VIII. FISCAL 2015 PROGRAM CHANGES |
VIII. FISCAL 20132015 PROGRAM CHANGES
Based on information and recommendations provided by its consultant, theThe Committee approved the following changes to the executive compensation program for Jack in the Box and Qdoba effective in fiscal 2013:2015 to continue to align our business objectives with our pay for performance philosophy:
|
Remove PF Chang’s and Collective Brands, which are no longer publicly traded, and Dick’s Sporting Goods, Hyatt Hotels Corporation, RadioShack and Wyndham Worldwide Corporation, which no longer met the established characteristics (e.g., revenue, market capitalization, and systemwide sales) for our Peer Group, and;
Add Finish Line, Genesco, Urban Outfitters and Domino’s Pizza, which more closely meet the established characteristics for our Peer Group.
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Annual Incentive –Plans — Our objective is to provide annual incentive plans that are aligned with overall enterprise performance and the performance of each of our brands (Jack in the Box and Qdoba). Consistent with this objective, the Committee approved certain changes to our fiscal 2015 incentive plans. For 2013,fiscal 2015, the performance metrics will include Qdoba EBITDA (60%)are all financial (with no strategic goal component) and differ for Brand Services Executives and JIB and Qdoba Restaurantbrand executives:
| Brand Services Executives | JIB/Qdoba Brand Executives | |||||
70% | Jack in the Box Inc. Operating EPS | 30% | Jack in the Box Inc. Operating EPS | |||
30% | Consolidated ROM | 40% | JIB/Qdoba Segment Operating Income | |||
| 30% | JIB/Qdoba ROM | |||||
Beginning with the Annual Report for fiscal 2014, each brand’s Segment Operating Margin (“ROM”) (20%); and Qdoba strategic goalsIncome will be added withdisclosed in the Company’s financial statements.
Long-Term Incentive — After a 20% weight.
Long Term Incentive – Thethorough review and discussion of our long-term incentive (LTI) program, the Committee, in consultation with its independent consultant and Management, approved a change to the weighting of each equity component included in our LTI program. In fiscal
2015, to provide a more balanced approach in the form of equity awards, grants will consist of 34% stock options, 33% PSUs, and 33% RSUs. The PSU payout will continue to be based 50% on ROIC from Operations and the other 50% will focus on growth, using Consolidated Systemwide Sales (Jack in the Box and Qdoba).
The Committee also revised the change in control provisions in its form grant agreements for options, PSUs and RSUs. Beginning with November 2014 grants, in the event of a change in control: options and RSUs that are not assumed by the acquiring company would vest only upon a “double-trigger,” specifically both a change in control and employment termination (as defined and specified in the agreement); and PSUs would vest based upon the actual performance level attained for completed performance periods and the target performance for incomplete periods, as of the date of the change in control.
Stock Ownership Guideline — To provide for better alignment with shareholder interests, and to align internally with position scope and with peer companies, beginning in fiscal 2015, the stock ownership requirement for the Jack in the Box Inc. stock options (50%), PSU awards based onand Qdoba performance goalsBrand President positions was increased from 1.0x salary to 3.0x salary, the same level as that of system same-store sales and cash-on-cash returns from new restaurant development (30%), and Jack in the Box RSUs (20%). Given the Qdoba CEO’s announcement of his intention to retire during fiscal 2013, Mr. Beisler was not awarded a stock grant in November 2012.our Executive Vice Presidents.
4246JACK IN THE BOX INC. ï 20132015 Proxy Statement
| COMPENSATION COMMITTEE REPORT |
The Jack in the Box Compensation Committee is comprised solely of independent members of the Company’s Board of Directors. The Committee assists the Board in fulfilling its responsibilities regarding compensation matters, and is responsible under its charter to determine the compensation of the Executive Officers. This includes reviewing all components of pay for our CEO and the other NEOs. The Committee reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with its Consultant, with managementManagement and with the Board. Based on this review and discussion, the Committee, on behalf of the Board, has authorized that this Compensation Discussion and Analysis be included in this Proxy Statement for fiscal 2012,2014, ended September 30, 2012.28, 2014.
THE COMPENSATION COMMITTEE
John T. Wyatt,Chair
David L. Goebel
Sharon P. John
Madeleine A. Kleiner
Michael W. Murphy
JACK IN THE BOX INC. ï 20132015 Proxy Statement 4347
| COMPENSATION RISK ANALYSIS |
COMPENSATION RISK ANALYSIS OF COMPENSATION PROGRAMS
The Committee has engaged in a thorough risk analysis of our compensation plans, programs, policies, and practices for all employees. This includes advice from the Committee’s independent consultant regarding executive programs, and a detailed report, prepared by a Company Internal Compensation Risk Committee, describing the risk mitigation characteristics of the Company’s annual and long-term incentive programs for non-executive officer positions. For the following reasons, the Committee believes that the design of our compensation programs, the governance of our programs, and our risk oversight process guard against imprudent risk taking that could have a material adverse effect on the Company.
Compensation Program Design Protections
Our base pay programs consist of competitive salaries that provide a fixed level of income on a regular basis. This mitigates any incentive on the part of our executives and employees to take unnecessary or imprudent risks.
The Board approves the Company’s strategic plan, capital budget, and long-term financial and operational plans that serve as the basis for setting short and long-term incentive goals. Goals are intended to drive stockholder value with targets set relative to the approved budget, historical and future expected performance, and a reasonable amount of stretch so that they do not encourage imprudent risk taking.
Our annual incentive programs provide variable pay opportunity for certain position levels based on achievement of multiple annual performance goals including both financial and, for some years, strategic goals. Goals are set at reasonable levels and payouts are managed as a percentage of pay, with maximum caps.
The largest amount of executive incentive compensation opportunity is tied to long-term incentive compensation that emphasizes sustained Company performance over time. This reduces incentive for executives and other employees to take risks that might increase short-term compensation at the expense of longer term Company results.
Equity awards have multi-year vesting, and RSU awards for executives have holding requirements until termination of service. This aligns the long-term interests of our NEOs and executives with those of our stockholders, and discourages taking short-term risks at the expense of longer-term performance.
The maximum awards that may be paid out under the annual and long-term incentive programs are capped at appropriate competitive levels, and the Committee retains the discretion to reduce payouts under the plan.
Structural Governance Protections
The Committee has adopted a clawback/compensation recovery policy that allows the Committee to take action to recover both cash compensation and performance-based equity awards for all NEOs and executives in the event of a material restatement based on fraud or intentional misconduct.
Additionally, the Company has strong internal controls over the measurement and calculation of performance goals designed to keep them from being susceptible to manipulation.
Company policy also:
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4448JACK IN THE BOX INC. ï 20132015 Proxy Statement
| EXECUTIVE COMPENSATION |
The Summary Compensation Table (“SCT”) summarizes the total compensation of our CEO, CFO, and the three other most highly compensated executives (“named executive officers” or “NEOs”)NEOs for the fiscal year ended September 30, 2012,28, 2014, and the prior two fiscal years to the extent required under the Securities and Exchange Commission rules.
| Name & Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Award (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value & NQDC Earnings (5) | All Other | Total | |||||||||||||||||||||||||||
Ms. Lang | 2012 | $ | 962,192 | $ | 0 | $ | 1,301,691 | $ | 1,542,305 | $ | 1,922,630 | $ | 3,668,930 | $ | 153,045 | $ | 9,550,793 | |||||||||||||||||||
Chairman and CEO | 2011 | $ | 929,885 | $ | 0 | $ | 1,294,147 | $ | 1,597,514 | $ | 615,780 | $ | 753,723 | $ | 114,731 | $ | 5,305,780 | |||||||||||||||||||
| 2010 | $ | 923,423 | $ | 0 | $ | 857,070 | $ | 1,693,860 | $ | 0 | $ | 958,694 | $ | 70,063 | $ | 4,503,110 | ||||||||||||||||||||
Mr. Rebel | 2012 | $ | 503,808 | $ | 0 | $ | 418,395 | $ | 495,986 | $ | 754,041 | $ | 796,133 | $ | 90,020 | $ | 3,058,383 | |||||||||||||||||||
Executive Vice President | 2011 | $ | 484,808 | $ | 0 | $ | 381,311 | $ | 470,696 | $ | 243,500 | $ | 271,026 | $ | 74,120 | $ | 1,925,461 | |||||||||||||||||||
& Chief Financial Officer | 2010 | $ | 477,000 | $ | 0 | $ | 234,972 | $ | 465,648 | $ | 0 | $ | 317,643 | $ | 57,738 | $ | 1,553,001 | |||||||||||||||||||
Mr. Comma | 2012 | $ | 517,615 | $ | 0 | $ | 349,876 | $ | 414,754 | $ | 754,041 | $ | 81,437 | $ | 120,816 | $ | 2,238,539 | |||||||||||||||||||
President & Chief | 2011 | $ | 444,615 | $ | 0 | $ | 347,847 | $ | 429,388 | $ | 214,997 | $ | 26,612 | $ | 99,273 | $ | 1,562,732 | |||||||||||||||||||
Operating Officer | 2010 | $ | 340,962 | $ | 0 | $ | 823,698 | $ | 172,002 | $ | 0 | $ | 26,702 | $ | 58,691 | $ | 1,422,055 | |||||||||||||||||||
Mr. Rudolph | 2012 | $ | 454,000 | $ | 0 | $ | 251,821 | $ | 298,529 | $ | 681,021 | $ | 52,826 | $ | 131,790 | $ | 1,869,987 | |||||||||||||||||||
Executive Vice President, | 2011 | $ | 428,231 | $ | 0 | $ | 250,364 | $ | 309,062 | $ | 215,500 | $ | 29,443 | $ | 97,385 | $ | 1,329,985 | |||||||||||||||||||
General Counsel & | 2010 | $ | 402,019 | $ | 0 | $ | 652,316 | $ | 230,208 | $ | 0 | $ | 26,270 | $ | 69,430 | $ | 1,380,243 | |||||||||||||||||||
Secretary | ||||||||||||||||||||||||||||||||||||
Mr. Beisler | 2012 | $ | 383,038 | $ | 0 | $ | 92,977 | $ | 0 | $ | 640,850 | $ | 734,245 | $ | 68,439 | $ | 1,919,549 | |||||||||||||||||||
President and CEO, | 2011 | $ | 365,923 | $ | 0 | $ | 36,972 | $ | 0 | $ | 441,873 | $ | 378,648 | $ | 68,517 | $ | 1,291,933 | |||||||||||||||||||
Qdoba | 2010 | $ | 356,731 | $ | 0 | $ | 0 | $ | 0 | $ | 451,130 | $ | 325,854 | $ | 59,332 | $ | 1,193,047 | |||||||||||||||||||
| Summary Compensation Table | ||||||||||||||||||||||||||||||||||||
Name & Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value & NQDC Earnings (5) | All Other | Total | |||||||||||||||||||||||||||
Mr. Comma | 2014 | $ | 765,846 | $ | 0 | $ | 1,298,804 | $ | 1,534,018 | $ | 1,600,000 | $ | 72,276 | $ | 229,922 | $ | 5,500,866 | |||||||||||||||||||
Chairman and CEO* | 2013 | $ | 574,769 | $ | 0 | $ | 457,094 | $ | 586,613 | $ | 862,723 | $ | 0 | $ | 152,818 | $ | 2,634,017 | |||||||||||||||||||
| 2012 | $ | 517,615 | $ | 0 | $ | 231,302 | $ | 414,754 | $ | 754,041 | $ | 81,437 | $ | 120,816 | $ | 2,119,965 | ||||||||||||||||||||
Ms. Lang | 2014 | $ | 260,231 | $ | 0 | $ | 281,947 | $ | 0 | $ | 0 | $ | 1,861,690 | $ | 514,126 | $ | 2.917,994 | |||||||||||||||||||
(Former) Chairman and CEO* | 2013 | $ | 991,654 | $ | 0 | $ | 1,481,127 | $ | 1,783,803 | $ | 1,748,713 | $ | 567,234 | $ | 148,711 | $ | 6,721,242 | |||||||||||||||||||
| 2012 | $ | 962,192 | $ | 0 | $ | 860,545 | $ | 1,542,305 | $ | 1,922,630 | $ | 3,668,930 | $ | 153,045 | $ | 9,109,647 | ||||||||||||||||||||
Mr. Rebel | 2014 | $ | 537,539 | $ | 0 | $ | 679,038 | $ | 506,018 | $ | 810,000 | $ | 1,074,699 | $ | 117,801 | $ | 3,725,095 | |||||||||||||||||||
Executive Vice President, | 2013 | $ | 521,923 | $ | 0 | $ | 433,532 | $ | 501,566 | $ | 690,475 | $ | 400,541 | $ | 88,618 | $ | 2,636,655 | |||||||||||||||||||
Chief Financial Officer | 2012 | $ | 503,808 | $ | 0 | $ | 274,472 | $ | 495,986 | $ | 754,041 | $ | 796,133 | $ | 90,020 | $ | 2,914,460 | |||||||||||||||||||
Mr. Rudolph | 2014 | $ | 482,846 | $ | 0 | $ | 476,164 | $ | 415,062 | $ | 727,500 | $ | 63,438 | $ | 150,448 | $ | 2,315,458 | |||||||||||||||||||
Executive Vice President, | 2013 | $ | 469,385 | $ | 0 | $ | 262,826 | $ | 301,884 | $ | 620,637 | $ | 11,016 | $ | 128,599 | $ | 1,794,347 | |||||||||||||||||||
| Chief Legal and Risk Officer & Secretary | 2012 | $ | 454,000 | $ | 0 | $ | 166,476 | $ | 298,529 | $ | 681,021 | $ | 52,826 | $ | 131,790 | $ | 1,784,642 | |||||||||||||||||||
Mr. Casey | 2014 | $ | 410,154 | $ | 0 | $ | 176,534 | $ | 289,153 | $ | 357,513 | $ | 0 | $ | 99,972 | $ | 1,333,326 | |||||||||||||||||||
Qdoba Brand President | ||||||||||||||||||||||||||||||||||||
Dr. Blankenship | 2014 | $ | 347,385 | $ | 0 | $ | 292,553 | $ | 260,250 | $ | 525,000 | $ | 915,022 | $ | 77,832 | $ | 2,418,042 | |||||||||||||||||||
Executive Vice President, | 2013 | $ | 331,154 | $ | 0 | $ | 160,815 | $ | 181,116 | $ | 321,745 | $ | 67,766 | $ | 65,722 | $ | 1,128,318 | |||||||||||||||||||
| Chief People, Culture, & Strategy Officer | ||||||||||||||||||||||||||||||||||||
| * | As announced during FY 2013, Mr. Comma succeeded the retiring Ms. Lang, as Chairman and CEO, effective January 1, 2014. |
| (1) | The amounts in this column are the base salary earned during the fiscal year, including any amounts deferred by the NEOs in the Executive Deferred Compensation Plan (EDCP). |
| (2) | The amounts in this column |
| Unlike the other NEOs, Ms. Lang did not receive an FY 2014 award of RSUs and PSUs in November 2013 due to her retirement. The values shown for her in this column represent the aggregate grant date fair value for the FY 2014 performance period of the PSU awards she received in November 2011 and November 2012. Ms. Lang will receive a payout of each respective award based on the average of the performance level attained in each fiscal year of the 3-fiscal year period and pro-rated based on her period of service; the value of the Fiscal 2014 grant date portion of Ms. Lang’s November 2011 and November 2012 PSU awards, assuming the highest level of performance achievement (150% of target) and without taking into account service pro-ration, is $422,920. |
| (3) | The amounts in this column are the grant date fair values of stock option |
| (4) | The amounts in this column are the annual incentive awards earned under the annual incentive plan for executives. Performance achievement is approved by the Committee at the November meeting following the end of the fiscal year. Annual incentive payments are made in |
JACK IN THE BOX INC.ï 2015 Proxy Statement49
| EXECUTIVE COMPENSATION |
| (5) | The amounts in this column are the change in the estimated present value of each NEO’s accumulated benefit under (1) the qualified pension plan (the “Retirement Plan”) for all NEOs except Mr. Casey, and (2) the Supplemental Executive Retirement Plan (“SERP”) |
| (6) | Amounts in |
| All Other Compensation Table | ||||||||||||||||||||
| Perquisite Allowance | Deferred Compensation Matching Contribution (1) | Company- Paid Life Insurance Premiums | Other | Total All Other | ||||||||||||||||
Mr. Comma (CEO) | $ | 64,269 | $ | 165,609 | $ | 44 | $ | 0 | $ | 229,922 | ||||||||||
Ms. Lang (Former CEO) | $ | 17,392 | $ | 7,807 | $ | 0 | $ | 488,927 | (2) | $ | 514,126 | |||||||||
Mr. Rebel (CFO) | $ | 52,000 | $ | 40,426 | $ | 3,466 | $ | 25,029 | (3) | $ | 117,801 | |||||||||
Mr. Rudolph (CLO) | $ | 52,000 | $ | 84,724 | $ | 4,277 | $ | 13,297 | (3) | $ | 150,448 | |||||||||
Mr. Casey (Qdoba President) | $ | 45,700 | $ | 53,737 | $ | 535 | $ | 0 | $ | 99,972 | ||||||||||
Dr. Blankenship (CPO) | $ | 51,031 | $ | 26,172 | $ | 629 | $ | 0 | $ | 77,832 | ||||||||||
| (1) | For Messrs. Comma, Rudolph and Casey, this amount includes enhanced EDCP Company contribution in place of SERP, as discussed in the “Non-qualified Deferred Compensation” section below. |
| (2) | This amount represents a payment to the retired CEO for tax reimbursement, including a tax gross-up, with respect to the Medicare portion of the FICA tax applicable to the lifetime value |
Our NEOs become vested in the Retirement Plan after five years, and eligible NEOs become vested in the SERP after attaining age 55 and completing 10 years of service. For a detailed discussion of the Company’s pension benefits, see the sections of this Proxy Statement titled Retirement Plan, Supplemental Executive Retirement Plan and Pension Benefits Table and accompanying footnotes. The Company does not provide above-market or preferential earnings on non-qualified deferred compensation.
| (3) | The Company initiated paying quarterly cash dividends during fiscal 2014. These amounts represent cash dividends paid on June 9, 2014 and September 2, 2014 for Mr. Rebel and Mr. Rudolph’s restricted stock shares being held in an escrow account until each executive’s termination or retirement. |
50JACK IN THE BOX INC. ï 20132015 Proxy Statement45
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| Perquisite Allowance | Deferred Compensation Matching Contribution (1) | Company- Paid Life Insurance Premiums | Other | Total All Other | ||||||||||||||||
Ms. Lang | $ | 66,500 | $ | 86,545 | $ | 0 | $ | 0 | $ | 153,045 | ||||||||||
Mr. Rebel | $ | 52,000 | $ | 37,735 | $ | 285 | $ | 0 | $ | 90,020 | ||||||||||
Mr. Comma | $ | 52,000 | $ | 66,395 | $ | 323 | $ | 2,098 | (2) | $ | 120,816 | |||||||||
Mr. Rudolph | $ | 52,000 | $ | 79,451 | $ | 339 | $ | 0 | $ | 131,790 | ||||||||||
Mr. Beisler | $ | 45,700 | $ | 22,325 | $ | 414 | $ | 0 | $ | 68,439 | ||||||||||
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The following table provides information on fiscal 20122014 cash and equity incentive awards granted to our NEOs. Cash incentive awards are based on fiscal year performance under our annual incentive plan, and for Mr. Beisler also include performance units based on Qdoba financial goals over a three-year period.plan. Long-term equity incentive compensation includes stock options, time-based restricted stock units, and performance share unit awards that vest, if at all, upon achievement of performance goals over a three-year period. The 20122014 incentive award terms are further described in CD&A Sections IV (“Elements of Compensation”) and VI (“Fiscal 20122014 Compensation”).
Approval Date | Grant Date (1) | Estimated Future Payout Under Non-Equity Incentive Plan Awards (2) | Estimated Future Payouts Under | All Other Stock Awards: Stock or Units (4) | All Other Awards: Options | Exercise ($/Share) | Grant Awards (5) | |||||||||||||||||||||||||||||||||||||||||
| Name | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||
Ms. Lang | 11/17/2011 | 11/25/2011 | — | — | — | 20,917 | 41,833 | 62,750 | 27,888 | 209,268 | $ | 18.67 | $ | 2,843,996 | ||||||||||||||||||||||||||||||||||
| N/A | $ | — | $ | 966,000 | $ | 1,932,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Rebel | 11/17/2011 | 11/25/2011 | — | — | — | 6,723 | 13,446 | 20,169 | 8,964 | 67,298 | $ | 18.67 | $ | 914,381 | ||||||||||||||||||||||||||||||||||
| N/A | $ | — | $ | 379,500 | $ | 759,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Comma | 11/17/2011 | 11/25/2011 | — | — | — | 5,622 | 11,244 | 16,866 | 7,496 | 56,276 | $ | 18.67 | $ | 764,630 | ||||||||||||||||||||||||||||||||||
| N/A | $ | — | $ | 379,500 | $ | 759,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Rudolph | 11/17/2011 | 11/25/2011 | — | — | — | 4,047 | 8,093 | 12,140 | 5,395 | 40,506 | $ | 18.67 | $ | 550,350 | ||||||||||||||||||||||||||||||||||
| N/A | $ | — | $ | 342,750 | $ | 685,500 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Mr. Beisler | 11/17/2011 | 11/25/2011 | — | — | — | — | — | — | 4,980 | — | — | $ | 92,977 | |||||||||||||||||||||||||||||||||||
(6) | $ | — | $ | 250,250 | $ | 500,500 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
(7) | $ | 120,000 | $ | 400,000 | $ | 400,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Grants of Plan Based Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant Date(1)
| Approval Date
| Award Type(2)
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | All Other Stock or Units(5)
| All Other Securities Underlying Options(6)
| Exercise or Base Awards ($/Share)
| Grant Date Fair Option Awards (7)
| ||||||||||||||||||||||||||||||||||||||||||||
| Name | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Comma (CEO) | 11/26/2013 | 11/14/2013 | PSU 12-14 | 1,874 | 3,748 | 5,622 | $ | 177,243 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 13-15 | 1,956 | 3,912 | 5,868 | $ | 184,998 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 14-16 | 3,301 | 6,602 | 9,903 | $ | 312,193 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | RSU | 13,203 | $ | 624,370 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | Option | 76,586 | $ | 47.29 | $ | 1,534,018 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/14/2013 | AIP | $ | — | $ | 800,000 | $ | 1,600,000 | |||||||||||||||||||||||||||||||||||||||||||||
Ms. Lang (Former CEO) | 11/26/2013 | 11/14/2013 | PSU 12-14 | 1,609 | 3,218 | 4,827 | $ | 152,176 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 13-15 | 1,372 | 2,744 | 4,116 | $ | 129,771 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Rebel (CFO) | 11/26/2013 | 11/14/2013 | PSU 12-14 | 2,241 | 4,482 | 6,723 | $ | 211,954 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 13-15 | 1,672 | 3,344 | 5,016 | $ | 158,154 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 14-16 | 1,089 | 2,178 | 3,267 | $ | 102,982 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | RSU | 4,355 | $ | 205,948 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | Option | 25,263 | $ | 47.29 | $ | 506,018 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/14/2013 | AIP | $ | — | $ | 405,000 | $ | 810,000 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Rudolph (CLO) | 11/26/2013 | 11/14/2013 | PSU 12-14 | 1,349 | 2,698 | 4,047 | $ | 127,573 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 13-15 | 1,007 | 2,013 | 3,020 | $ | 95,195 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 14-16 | 893 | 1,786 | 2,679 | $ | 84,476 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | RSU | 3,572 | $ | 168,920 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | Option | 20,722 | $ | 47.29 | $ | 415,062 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/14/2013 | AIP | $ | — | $ | 363,750 | $ | 727,500 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Casey (Qdoba President) | 11/26/2013 | 11/14/2013 | PSU 14-16 | 622 | 1,244 | 1,866 | $ | 58,829 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2103 | RSU | 2,489 | $ | 117,705 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | Option | 14,436 | $ | 47.29 | $ | 289,153 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/14/2013 | AIP | $ | — | $ | 309,000 | $ | 618,000 | |||||||||||||||||||||||||||||||||||||||||||||
Dr. Blankenship (CPO) | 11/26/2013 | 11/14/2013 | PSU 12-14 | 809 | 1,619 | 2,428 | $ | 76,547 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 13-15 | 604 | 1,208 | 1,812 | $ | 57,111 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | PSU 14-16 | 560 | 1,120 | 1,680 | $ | 52,965 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | RSU | 2,240 | $ | 105,930 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/26/2013 | 11/14/2013 | Option | 12,993 | $ | 47.29 | $ | 260,250 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/14/2013 | AIP | $ | — | $ | 262,500 | $ | 525,000 | |||||||||||||||||||||||||||||||||||||||||||||
| (1) | Grants were approved at the November |
| (2) | For PSU awards, this column shows the three fiscal years of the PSU performance period. |
| (3) | The amounts in these columns represent the potential payouts under the fiscal |
The amounts in these columns are the |
The amounts in this column are the number of RSUs granted in November |
|
PSU and RSU Awards — The value of PSUs and RSUs are based on the closing price of the Company’s Common Stock on the grant date ($18.67 on November 25, 2011). PSUs are calculated in accordance with FASB ASC Topic 718 based on probable outcome, assuming target.
Stock Options — The value of stock options represents a theoretical value at grant using a binomial based pricing model that requires the input of highly subjective assumptions, including the expected volatility of our stock price. As such, the values may not reflect the actual amounts that our NEOs will realize; rather the actual amount realized will depend on the Company’s stock price relative to the exercise price. The assumptions used in the valuation are reported in the Form 10-K for fiscal 2012.
The amounts in this |
| (7) | Stock Options — The value of stock options represents the grant date fair value, computed in accordance with ASC 718, which is a theoretical value at grant using a valuation model that requires the input of assumptions, including the expected volatility of our stock price. As such, the values may not reflect the actual amounts |
46JACK IN THE BOX INC. ï 20132015 Proxy Statement51
| EXECUTIVE COMPENSATION |
| PSU and RSU Awards — The values of PSUs and RSUs are the grant date fair values, as computed in accordance with ASC 718, and based on the closing price of the Company’s Common Stock on the grant date ($47.29 on November 26, 2013). The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s 2014 Annual Report on Form 10-K (Note 12 Share-Based Employee Compensation). PSU awards, which cliff vest after three years, are made annually in November and vest based on our performance during the succeeding three fiscal-year period. The performance metrics are established at the beginning of the three year period when the grant is made; while the specific performance targets are set by the Committee at the beginning of each fiscal year of the performance period (subject to the thresholds for years 2 and 3 being no lower than the threshold established for year 1); therefore, in accordance with SEC rules and ASC 718, the values shown on each of the three rows for the PSUs reflect the grant date fair value of the fiscal 2014 performance period portion of the award based on probable outcome (target level performance) of each of the PSU awards. |
Outstanding Equity Awards at Fiscal Year End 20122014
The following table provides information on all outstanding option awards and unvested stock awards held by each of the NEOs at the end of fiscal 2012.2014. Each option grant is shown separately and the vesting schedule is shown as Footnote 1 to the table. The market value of the restricted stock awards is based on the closing price of Jack in the Box Inc. Common Stock as of the last trading day of the fiscal year, September 28, 2012,26, 2014, which was $28.11.$65.73.
| Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number Of Shares or Units of Stock That Have Not Vested (2) | Market Value of Shares or Units of Stock That Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||||||
Ms. Lang | 9/16/2005 | 80,600 | — | $ | 17.625 | 9/16/2015 | 248,542 | $ | 6,986,516 | 83,666 | $ | 2,351,851 | ||||||||||||||||||||||||
| 09/15/2006 | 184,800 | — | $ | 26.28 | 09/15/2016 | |||||||||||||||||||||||||||||||
| 09/14/2007 | 300,000 | — | $ | 30.69 | 09/14/2014 | |||||||||||||||||||||||||||||||
| 09/12/2008 | 367,000 | — | $ | 24.74 | 09/12/2015 | |||||||||||||||||||||||||||||||
| 11/23/2009 | 172,666 | 86,334 | $ | 19.26 | 11/23/2016 | |||||||||||||||||||||||||||||||
| 11/26/2010 | 64,546 | 129,092 | $ | 20.05 | 11/26/2017 | |||||||||||||||||||||||||||||||
| 11/25/2011 | — | 209,268 | $ | 18.67 | 11/25/2018 | |||||||||||||||||||||||||||||||
Mr. Rebel | 09/16/2005 | 40,950 | — | $ | 17.625 | 09/16/2015 | 77,621 | $ | 2,181,926 | 26,892 | $ | 755,934 | ||||||||||||||||||||||||
| 09/15/2006 | 66,000 | — | $ | 26.28 | 09/15/2016 | |||||||||||||||||||||||||||||||
| 09/14/2007 | 100,000 | — | $ | 30.69 | 09/14/2014 | |||||||||||||||||||||||||||||||
| 09/12/2008 | 120,000 | — | $ | 24.74 | 09/12/2015 | |||||||||||||||||||||||||||||||
| 11/23/2009 | 47,466 | 23,734 | $ | 19.26 | 11/23/2016 | |||||||||||||||||||||||||||||||
| 11/26/2010 | 19,018 | 38,036 | $ | 20.05 | 11/26/2017 | |||||||||||||||||||||||||||||||
| 11/25/2011 | — | 67,298 | $ | 18.67 | 11/25/2018 | |||||||||||||||||||||||||||||||
Mr. Comma | 09/14/2007 | 24,000 | — | $ | 30.69 | 9/14/2014 | 50,748 | $ | 1,426,526 | 22,488 | $ | 632,138 | ||||||||||||||||||||||||
| 09/12/2008 | 23,000 | — | $ | 24.74 | 09/12/2015 | |||||||||||||||||||||||||||||||
| 11/23/2009 | — | 8,767 | $ | 19.26 | 11/23/2016 | |||||||||||||||||||||||||||||||
| 11/26/2010 | — | 34,698 | $ | 20.05 | 11/26/2017 | |||||||||||||||||||||||||||||||
| 11/25/2011 | — | 56,276 | $ | 18.67 | 11/25/2018 | |||||||||||||||||||||||||||||||
Mr. Rudolph | 11/08/2007 | 20,000 | — | $ | 27.48 | 11/08/2017 | 68,206 | $ | 1,917,271 | 16,186 | $ | 454,988 | ||||||||||||||||||||||||
| 09/12/2008 | 40,000 | — | $ | 24.74 | 09/12/2015 | |||||||||||||||||||||||||||||||
| 11/23/2009 | 23,466 | 11,734 | $ | 19.26 | 11/23/2016 | |||||||||||||||||||||||||||||||
| 11/26/2010 | 12,487 | 24,975 | $ | 20.05 | 11/26/2017 | |||||||||||||||||||||||||||||||
| 11/25/2011 | — | 40,506 | $ | 18.67 | 11/25/2018 | |||||||||||||||||||||||||||||||
Mr. Beisler | 09/15/2006 | 30,000 | — | $ | 26.28 | 09/15/2016 | 56,455 | $ | 1,586,950 | — | $ | — | ||||||||||||||||||||||||
| 09/12/2008 | 20,000 | — | $ | 24.74 | 09/12/2015 | |||||||||||||||||||||||||||||||
| Outstanding Equity Awards at Fiscal Year End 2014 | ||||||||||||||||||||||||||||||||||||
| Option Awards(1) | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number Of Shares of Stock Have Not Vested(2) | Market Stock That Have Not Vested(3) | Equity Incentive Plan Awards: Number of Unearned Shares, | Equity Incentive Plan Awards: Market or Payout Value Shares, Units or Other Rights That Have | |||||||||||||||||||||||||||
Mr. Comma (CEO) | 11/25/2011 | 18,759 | $ | 18.67 | 11/25/2018 | 94,503 | $ | 6,211,671 | 22,432 | $ | 1,474,425 | |||||||||||||||||||||||||
| 11/26/2012 | 33,030 | $ | 27.49 | 11/26/2019 | ||||||||||||||||||||||||||||||||
| 11/26/2013 | 76,586 | $ | 47.29 | 11/26/2020 | ||||||||||||||||||||||||||||||||
Ms. Lang | 11/25/2011 | 209,268 | — | $ | 18.67 | 11/25/2018 | 49,000 | $ | 3,220,799 | 9,845 | $ | 647,099 | ||||||||||||||||||||||||
(Former CEO) | 11/26/2012 | 150,659 | — | $ | 27.49 | 11/26/2019 | ||||||||||||||||||||||||||||||
Mr. Rebel (CFO) | 09/15/2006 | 3,732 | — | $ | 26.28 | 09/15/2016 | 109,549 | $ | 7,200,628 | 9,472 | $ | 622,588 | ||||||||||||||||||||||||
| 11/26/2010 | 57,054 | — | $ | 20.05 | 11/26/2017 | |||||||||||||||||||||||||||||||
| 11/25/2011 | 44,865 | 22,433 | $ | 18.67 | 11/25/2018 | |||||||||||||||||||||||||||||||
| 11/26/2012 | 14,120 | 28,242 | $ | 27.49 | 11/26/2019 | |||||||||||||||||||||||||||||||
| 11/26/2013 | 25,263 | $ | 47.29 | 11/26/2020 | ||||||||||||||||||||||||||||||||
Mr. Rudolph (CLO) | 11/25/2011 | 1,504 | 13,502 | $ | 18.67 | 11/25/2018 | 88,873 | $ | 5,841,615 | 7,033 | $ | 462,269 | ||||||||||||||||||||||||
| 11/26/2012 | 8,499 | 16,998 | $ | 27.49 | 11/26/2019 | |||||||||||||||||||||||||||||||
| 11/26/2013 | — | 20,722 | $ | 47.29 | 11/26/2020 | |||||||||||||||||||||||||||||||
Mr. Casey | 11/26/2013 | 14,436 | $ | 47.29 | 11/26/2020 | 4,231 | $ | 278,108 | 3,484 | $ | 229,012 | |||||||||||||||||||||||||
Dr. Blankenship (CPO) | 11/26/2010 | 27,663 | — | $ | 20.05 | 11/26/2017 | 18,473 | $ | 1,214,232 | 4,355 | $ | 286,224 | ||||||||||||||||||||||||
| 11/25/2011 | 16,201 | 8,101 | $ | 18.67 | 11/25/2018 | |||||||||||||||||||||||||||||||
| 11/26/2012 | 5,099 | 10,198 | $ | 27.49 | 11/26/2019 | |||||||||||||||||||||||||||||||
| 11/26/2013 | — | 12,993 | $ | 47.29 | 11/26/2020 | |||||||||||||||||||||||||||||||
| (1) |
|
| All option awards vest 33% | ||
| (2) | The amounts in this column are: (i) unvested restricted stock awards or RSUs granted under the stock ownership program for all NEOs, with vesting subject to the executive’s continued employment with the Company, and full vesting 10 years from the grant date and issued only upon termination |
| (3) | The market value was determined by multiplying the applicable number of stock awards |
| (4) | The amounts in this column represent unvested PSUs granted in November 2011, November 2012 |
JACK IN THE BOX INC. ï 20132015 Proxy Statement 4752
| EXECUTIVE COMPENSATION |
Option Exercises and Stock Vested in Fiscal 20122014
The following table provides information on stock option exercises and shares acquired on the vesting of stock awards by the NEOs.NEOs during fiscal 2014. Option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate fair market value of the shares of Jack in the Box stock acquired on the date of exercise. Stock award value realized is calculated by multiplying the number of shares shown in the table by the closing price of Jack in the Box stock on the date the stock awards vested.
| Option Awards | Stock Awards | |||||||||||||||||
| Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | |||||||||||||||
Ms. Lang | 109,100 | $ | 894,815 | 5,164 | $ | 102,247 | ||||||||||||
Mr. Rebel | — | $ | — | 1,522 | $ | 30,136 | ||||||||||||
Mr. Comma | 34,882 | $ | 290,979 | 1,388 | $ | 27,482 | ||||||||||||
Mr. Rudolph | — | $ | — | 999 | $ | 19,780 | ||||||||||||
Mr. Beisler | — | $ | — | 369 | $ | 7,306 | ||||||||||||
| Option Exercises and Stock Vested | ||||||||||||||||
| Option Awards | Stock Awards(1) | |||||||||||||||
| Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | |||||||||||||
Mr. Comma (CEO) | 78,739 | $ | 2,420,759 | 7,481 | $ | 354,076 | ||||||||||
Ms. Lang (Former CEO)(1) | 560,638 | $ | 17,844,142 | 272,852 | $ | 15,662,246 | ||||||||||
Mr. Rebel (CFO) | 182,268 | $ | 5,271,758 | 7,972 | $ | 377,354 | ||||||||||
Mr. Rudolph (CLO) | 62,962 | $ | 2,103,127 | 5,064 | $ | 239,692 | ||||||||||
Mr. Casey (Qdoba President) | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Dr. Blankenship (CPO) | 15,750 | $ | 641,655 | 3,479 | $ | 164,652 | ||||||||||
| (1) | The reported number of shares and value realized on vesting includes the PSUs granted in November 2010 for the performance period FY2011-2013, which vested in November 2013 and resulted in a payout of 29% of the PSU award. For Ms. Lang, this amount also includes 200,000 shares resulting from RSAs awarded in 2002-2005, which under the Company’s prior executive stock ownership program were held in an escrow account until her retirement. |
The following table provides information on the pension benefits for the NEOs under each of the following pension plans:
Retirement Plan
The Retirement Plan is a Company-funded and tax-qualified retirement plan that was offered to our NEOs and other eligible employees hired in 2010 or earlier that have reached age 21 and completed one year of service (at least 1,000 hours/year). All NEOs except Mr. Casey (who was hired in 2013) are participants. Participants are 100% vested after completing five years (1,000 hours per year) of service. As of December 31, 2015, our NEOs and employees will no longer accrue additional benefits based on additional pay and service. Employees hired on or after January 1, 2011 are not eligible to participate in the Plan.plan. As applicable to our NEOsof December 31, 2015, employees will no longer accrue additional benefits based on additional pay and employees, theservice. The plan provides that a participant retiring at the normal retirement age of 65 will receive benefits based primarily on the formula described below:
| (1) | One-percent (1%) of the average of the five highest consecutive calendar years of pay (“Final Average Pay”, includes base salary and annual incentive) out of the last ten years of eligible service, multiplied by the number of full calendar years and months while an eligible employee. |
PLUS
| (2) | 0.4% of Final Average Pay in excess of Covered Compensation (average of the Social Security taxable wage bases) multiplied by the number of full calendar years and months while an eligible employee (up to a maximum of 35 years). |
A participant in the Retirement Plan who has at least ten years of vesting service may elect to begin receiving reduced payments as early as age 55.
Note: Prior to 1989, benefits are subject to grandfathered minimum benefit accruals under the previous plan. Retirement plan benefits are (i) not permitted to be paid to participants while actively employed with Jack in the Box Inc. and (ii) typically paid in the form of a monthly annuity unless the present value of the accrued benefit is equal to or less than $5,000$7,500 at termination and in such event, may be paid in the form of a lump sum payment.
Supplemental Executive Retirement Plan (“SERP”)
Effective January 1, 2007, the SERP was closed to new participants. Our NEOs, executives,Executives and certain “highly compensated employees” who were hired or promoted into such position prior to January 1, 2007 (including three 2014 NEOs) are eligible to participate in the SERP. The SERP, established in
1990, provides for retirement benefits above amounts available under the Company’s Retirement Plan due to IRC limits that restrict benefits available under the Company’s tax-qualified plan. The SERP is unfunded and not qualified for tax purposes.
JACK IN THE BOX INC.ï 2015 Proxy Statement53
| EXECUTIVE COMPENSATION |
The SERP provides that a participant retiring at the normal retirement age of 62 will receive a benefit equal to a target replacement income, based on final average pay and service. When combined with other amounts payable under the Company’s tax-qualified pension benefit, and other qualified and non-qualified deferred compensation programs, the target
48JACK IN THE BOX INC.ï 2013 Proxy Statement
replacement income is up to 60% of Final Average Pay and subject to the following conditions:
Final Average Pay is defined as the average of the five highest calendar years of pay (base salary and annual incentive) out of the last ten years of employment with the Company.
Service is defined as the entire period of employment in calendar years and months while an eligible employee.
There is no reduction in the target replacement income (60%) if a participant has 20 or more years of service. For participants with less than 20 years of service, the target replacement income percentage is determined by multiplying the number of years of service times 3%, up to a maximum of 20 years.
To receive a retirement benefit under the SERP, a participant must attain the earlier of (i) age 62 or (ii) age 55 with ten years of service while employed at Jack in the Box or while disabled. A participant may begin receiving
with ten years of service while employed at Jack in the Box or while disabled. A participant may begin receiving payments as early as age 55 with a reduction in benefits equal to 5/12 of 1% for each month commencement of benefit payments precedes the participant’s attainment of age 62. |
Benefits under the SERP are only available to retirees as monthly payments and cannot be received in a lump sum.
Death benefits are payable if a participant dies while employed.
The SERP provides for spousal joint and survivor annuities.
The following table provides information on the actuarial present value of the accumulated pension and SERP benefits as of the end of fiscal 20122014 (September 30, 2012)28, 2014), using fiscal 20122014 earnings (base salary and annual incentive). The maximum amounts used for the Retirement Plan do not exceed the IRS-prescribed limit applicable to tax-qualified plans ($250,000260,000 for 2012)2014). Present values were calculated using the interest rate and mortality assumptions used in the Company’s financial statements.statements for fiscal year 2014.
Pension Benefits Table
| Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit at Normal Retirement Age (1) | Payments During Last Year | |||||||||||
Ms. Lang(2) | Retirement Plan | 25 | $ | 764,664 | $ | — | ||||||||
| SERP | 25 | $ | 10,590,156 | |||||||||||
Mr. Rebel(2) | Retirement Plan | 9 | $ | 279,683 | $ | — | ||||||||
| SERP | 9 | $ | 1,882,303 | |||||||||||
Mr. Comma(3) | Retirement Plan | 11 | $ | 202,659 | $ | — | ||||||||
Mr. Rudolph(3) | Retirement Plan | 5 | $ | 146,114 | $ | — | ||||||||
Mr. Beisler(4) | Retirement Plan | 10 | $ | 314,157 | $ | — | ||||||||
| SERP | 14 | $ | 2,503,529 | |||||||||||
| Pension Benefits Table | ||||||||||||||
| Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit at Normal Retirement Age (3) | Payments During Last Year | |||||||||||
Mr. Comma (CEO)(1) | Retirement Plan | 13 | $ | 250,570 | ||||||||||
Ms. Lang (Former CEO)(2) | Retirement Plan | 26 | $ | 857,558 | ||||||||||
| SERP | 26 | $ | 12,926,186 | $ | 511,418 (4) | |||||||||
Mr. Rebel (CFO) | Retirement Plan | 11 | $ | 369,456 | $ | — | ||||||||
| SERP | 11 | $ | 3,267,770 | |||||||||||
Mr. Rudolph (CLO)(1) | Retirement Plan | 7 | $ | 220,568 | $ | — | ||||||||
Mr. Casey (Qdoba President)(1) | None | N/A | N/A | N/A | ||||||||||
Dr. Blankenship (CPO) | Retirement Plan | 17 | $ | 495,731 | $ | — | ||||||||
| SERP | 17 | $ | 2,090,901 | |||||||||||
| (1) |
|
| (2) | The present value of Ms. Lang’s accumulated benefit under the Retirement Plan as of September 28, 2014 is based on her accrued benefit on her actual retirement date (January 1, 2014); Ms. Lang elected not to begin receiving her benefit under the Plan on her retirement, but rather on a future date. Effective February 1, 2014, Ms. Lang is receiving monthly benefits from the SERP. The present value of Ms. Lang’s accumulated benefit under the SERP as of September 28, 2014 is based on her actual retirement date (January 1, 2014) and her election to begin receiving her benefit before normal retirement age. |
| (3) | As of the end of fiscal 2014, all NEOs are vested in the Retirement |
|
|
|
54JACK IN THE BOX INC. ï 20132015 Proxy Statement49
| EXECUTIVE COMPENSATION |
Non-Qualified Deferred Compensation
Executive Deferred Compensation Plan (“EDCP”)
The NEOs and other highly compensated employees are eligible to defer up to 50% of base salary and up to 100%85% of annual incentive pay into the EDCP (prior to fiscal 2013, it was up to 100% of annual incentive), an unfunded, non-qualified deferred compensation plan, the benefits of which are paid by the Company out of its general assets. The plan is subject to IRC Section 409A for all deferred compensation earned on or after January 1, 2005; deferred compensation earned prior to 2005 is not subject to Section 409A requirements and continues to be governed under the terms of the plan and tax laws in effect on or before December 31, 2004, as applicable. The Company matches 100% of the first 3% of the participant’s compensation that is deferred into the EDCP. Participants may make an election to invest their deferrals among an array of investment options, and their accounts are credited based upon the performance of the investment
options. Participants are 100% vested in their own contributions, and any gains or losses on the Company matching contributions, and become vested in the Company match at the rate of 25% per year (such that they are fully vested after completing four full years of service with the Company).
Enhanced EDCP
Beginning January 1, 2007, new Corporate Vice Presidents and above who otherwise would have been eligible for the SERP receive an additional annual Company contribution of 4% of base salary and annual incentive to their EDCP account for up to ten years. Participants vestbecome vested in the supplemental match at the same rate as the Company match, 25% per year inas above (such that they are fully vested after completing four full years of service with the additional Company contributions.Company).
20122014 Non-Qualified Deferred Compensation
The following table provides information on the contributions, earnings, withdrawals and distributions in the Executive Deferred Compensation Plan during fiscal 20122014 and the account balances as of the end of fiscal 2012.2014. As of September 30, 2012,28, 2014, all NEOs except Mr. Casey are 100% vested in Company contributions.
Executive Fiscal 2012 (1) | Registrant Fiscal 2012 (2) | Aggregate Earnings/ (Losses) in Fiscal 2012 | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE 2012(3) | ||||||||||||||||
Ms. Lang | $ | 230,751 | $ | 86,545 | $ | 439,233 | $ | — | $ | 2,453,553 | ||||||||||
Mr. Rebel | $ | 57,854 | $ | 37,735 | $ | 99,259 | $ | — | $ | 527,866 | ||||||||||
Mr. Comma | $ | 51,762 | $ | 66,395 | $ | 89,791 | $ | — | $ | 681,164 | ||||||||||
Mr. Rudolph | $ | 34,051 | $ | 79,451 | $ | 68,686 | $ | — | $ | 182,188 | ||||||||||
Mr. Beisler | $ | 22,325 | $ | 22,325 | $ | 230,183 | $ | — | $ | 1,298,842 | ||||||||||
| Non-Qualified Deferred Compensation Plan Table | ||||||||||||||||||||
| Executive Contributions in Fiscal 2014(1) | Registrant Contributions In Fiscal 2014(2) | Aggregate Earnings/ (Losses) in Fiscal 2014 | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE14(3) | ||||||||||||||||
Mr. Comma (CEO) | $ | 243,151 | $ | 165,609 | $ | 124,794 | $ | — | $ | 1,344,731 | ||||||||||
Ms. Lang (Former CEO) | $ | 10,409 | $ | 7,807 | $ | 84,947 | $ | (3,456,672 | ) (4) | $ | 0 | |||||||||
Mr. Rebel (CFO) | $ | 62,002 | $ | 40,426 | $ | 60,731 | $ | — | $ | 838,521 | ||||||||||
Mr. Rudolph (CLO) | $ | 113,351 | $ | 84,724 | $ | 53,868 | $ | — | $ | 669,259 | ||||||||||
Mr. Casey (Qdoba President) | $ | 149,474 | $ | 53,737 | $ | 6,077 | $ | — | $ | 193,299 | ||||||||||
Dr. Blankenship (CLO) | $ | 94,186 | $ | 26,172 | $ | 179,037 | $ | — | $ | 1,594,836 | ||||||||||
| (1) | These amounts are also included in the salary and non-equity incentive plan compensation columns in the |
| (2) | These amounts are reported as “All Other Compensation” in the SCT. |
| (3) | Amounts reported in this column are included in the Company’s SCT in prior years if the named executive officer was an NEO in previous years. The balance reflects the cumulative value of each |
| (4) | Per Ms. Lang’s prior distribution elections made under the EDCP, she received a lump-sum distribution of her EDCP balance on the seventh month following her retirement date of January 1, 2014, in compliance with IRC Section 409A. |
JACK IN THE BOX INC.ï 2015 Proxy Statement55
| EXECUTIVE COMPENSATION |
Compensation & Benefits Assurance Agreements
The Company provides CIC Agreements because it considers it in the best interest of its stockholders to encourage continued employment of key management in the event of a change in control transaction. These agreements help facilitate successful performance by key executives during an impending change in control, by protecting them against the loss of their positions following a change in the ownership or control of the Company, and ensuring that his or her expectations for long-term incentive compensation arrangements will be fulfilled. Generally, under the agreements, a change in control is defined to include:
| (i) | the acquisition by any person or group of 50% or more of the outstanding stock or combined voting power of the Company (excluding acquisitions by the fiduciary of the Company benefit plans or certain affiliates); |
| (ii) | circumstances in which individuals constituting our board of directors generally cease to constitute a majority of the board; and |
| (iii) | certain stockholder-approved mergers, consolidations, sales of assets or liquidation of the Company. |
These CIC agreementsAgreements provide certain specified benefits to the executive if, within twenty-four (24) full calendar months fromfollowing the effective date of a change in control event, his or her employment is terminated (“Qualifying Termination”):
| (i) | involuntarily other than for cause, death, or disability, or |
| (ii) | voluntarily for good reason. Voluntary termination for good reason is generally defined |
| (a) | the assignment of the executive to duties or responsibilities inconsistent with his or her status, or |
50JACK IN THE BOX INC.ï 2013 Proxy Statement
| a reduction or alteration in the nature or status of his or her duties or responsibilities in effect as of ninety (90) days prior to the change in control event; |
| (b) | the acquiring company’s requirement that the executive be based at a location in excess of fifty (50) miles from his or her location immediately prior to a change in control; |
| (c) | a material reduction in base salary; |
| (d) | a material reduction in the Company’s compensation, health and welfare, retirement benefit plans, or any perquisites, unless an alternative plan is provided of a comparable value; or |
| (e) | the Company’s failure to require any successor to assume the CIC agreement benefits. |
CIC benefits are not provided in the event of terminations by reason of death, disability, voluntary termination without good reason, or the Company’s involuntary termination of the executive’s employment for cause.
In the event of a change in control of the Company and Qualifying Termination of an executive covered under a CIC agreementAgreement as described above, the executive is entitled to the following severance benefits:
| 1. | A lump sum cash payment equal to his or her accrued but unpaid annual salary and unreimbursed business expenses. |
| 2. | A lump sum cash amount equal to a multiple of the executive’s then-current annual salary, as follows: |
| Multiple of | ||||
| 3.0x | |||
Mr. Rebel | 2.5x | |||
Mr. | ||||
| 2.5x | |||
Mr. | ||||
Dr. Blankenship | 2.5x | |||
| * | Based on the listed NEOs position as of September 28, 2014. Due to her retirement in January 2014, Ms. Lang does not have a CIC agreement. |
| 3. | A lump sum cash incentive award equal to the multiple above times the greater of: (a) the average annual incentive percentage for the last three fiscal years prior to the change in control times annual |
| 4. | Continuation of health insurance coverage at Company expense at the same cost and same coverage level as in effect as of the executive’s Qualifying Termination date (subject to changes in coverage levels applicable to all employees generally) for a specified coverage period as provided below, to run concurrently with any coverage provided under COBRA. If |
| an executive receives health insurance coverage with a subsequent employer prior to the end of 18 months, the continuation of health insurance coverage under the agreement is discontinued. |
| Coverage | ||||
| 36 months | |||
Mr. Rebel | 30 months | |||
Mr. | ||||
| 30 months | |||
Mr. | ||||
Dr. Blankenship | 30 months | |||
| * | Based on the listed NEOs position as of September 28, 2014. |
| 5. | Standard outplacement services at Company expense, from a nationally recognized outplacement firm selected by the executive, for a period of up to one year from the date of Qualifying Termination. |
56 JACK IN THE BOX INC.ï 2015 Proxy Statement
| EXECUTIVE COMPENSATION |
| 6. | The full vesting of unvested restricted stock, performance share units, and in-the-money stock options, subject to the terms of the applicable award agreement and stock incentive plan. Beginning November 2014, all future time-based restricted stock units and stock option awards that continue after a change in control will be “double-trigger”, requiring both a CIC and Qualifying Termination, for vesting acceleration. |
| 7. | For the one pre-2009 |
| 8. | For agreements in 2009 and later, there is no excise tax gross up. |
JACK IN THE BOX INC.ï 2013 Proxy Statement51
Supplemental Executive Retirement Plan.In the event of an involuntary termination not for cause(or material diminution in duties or a voluntary termination for good reason resulting fromresponsibilities or material downward change of title) within 24 months following a change in control, in accordance with the SERP, thea participating NEO shallwill receive, in the form of three annual installments commencing on termination, the actuarial equivalent of his/her accrued early retirement benefit unreduced for early commencement.
Non-Qualified Deferred Compensation.In the event of a change in control, in accordance with the EDCP, a participant shall become 100% vested in any Company contributions.contributions without regard to service requirements. Accounts shall be distributed in accordance with the participant’s existing distribution election (on termination of employment or under a scheduled in-service withdrawal).
52JACK IN THE BOX INC. ï 20132015 Proxy Statement57
| EXECUTIVE COMPENSATION |
Potential Payments on Termination of Employment or Change in Control
In the event of a termination not related to a change in control, NEOs will receive amounts under the terms and provisions of the specific plans in which they are a participant. As of the end ofDuring fiscal 2012,2014, Ms. Lang and Mr. Beisler is the only NEORebel were eligible to retire under the Retirement and SERP Plans,Plans; and has announced his intention to retire in fiscal 2013. Ms. Lang retired on January 1, 2014.
The following table showshelps illustrate the potential payments and benefits to which our NEOs (other than Ms. Lang) would be entitled as of fiscal 2014 year-end in the event of: (1) a termination of employment not related to a change in control,control; or (2) under our CIC agreementAgreement (described above), upon both a)(a) a change in control, and b)a Qualifying Termination, and (b) a change in control without a Qualifying Termination.
Under our stock incentive plan and award agreements used for RSUs and stock options through fiscal year 2014,
acceleration of equity awards occurs upon
the consummation of a change in control (no Qualifying Termination requirement), and equity is accelerated as explained in Footnote 4 to the table. (For new grants beginning in November 2014, the form of RSU and option agreements require a Qualifying Termination as described inSection VIII Fiscal 2015 Program Changes.) The potential payments assume that the termination and/or termination resulting from a change in control occurred on the last day of fiscal 2012,2014, September 30, 2012,28, 2014 and, where applicable, use the closing price of our Common Stock of $28.11$65.73 on September 28, 201226, 2014 (the last market trading day in the fiscal year). The actual amounts can only be determined at the time of such termination or change in control, and therefore, the actual amounts will vary from the estimated amounts in the table below.
| Cash Severance (1) | Annual Incentive (2) | Continuation of Benefits (3) | Equity Incentive and Stock Awards (4) | Pension and SERP Benefits (5) | Gross Up for Excise Tax(6) | TOTAL | ||||||||||||||||||||||
Ms. Lang | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible | — | — | — | — | $ | 764,664 | — | $ | 764,664 | |||||||||||||||||||
Death | — | — | — | $ | 9,644,161 | $ | 2,576,801 | — | $ | 12,220,962 | ||||||||||||||||||
Disability | — | — | — | $ | 5,864,134 | $ | 11,455,571 | — | $ | 17,319,705 | ||||||||||||||||||
Change in Control / Qualifying Termination | $ | 2,898,000 | $ | 2,559,900 | $ | 47,243 | $ | 4,532,707 | $ | 14,114,457 | $ | 8,273,426 | $ | 32,425,733 | ||||||||||||||
Mr. Rebel | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible | — | — | — | — | $ | 279,683 | — | $ | 279,683 | |||||||||||||||||||
Death | — | — | — | $ | 2,915,339 | $ | 993,350 | — | $ | 3,908,689 | ||||||||||||||||||
Disability | — | — | — | $ | 1,763,430 | $ | 2,262,988 | — | $ | 4,026,418 | ||||||||||||||||||
Change in Control / Qualifying Termination | $ | 1,265,000 | $ | 839,117 | $ | 28,622 | $ | 1,874,171 | $ | 5,169,431 | $ | 2,501,415 | $ | 11,677,756 | ||||||||||||||
Mr. Comma | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible | — | — | — | — | $ | 202,659 | — | $ | 202,659 | |||||||||||||||||||
Death | — | — | — | $ | 2,198,528 | $ | 202,659 | — | $ | 2,401,187 | ||||||||||||||||||
Disability | — | — | — | $ | 1,310,029 | $ | 262,091 | — | $ | 1,572,120 | ||||||||||||||||||
Change in Control / Qualifying Termination | $ | 1,375,000 | $ | 912,083 | $ | 51,945 | $ | 1,771,817 | $ | 202,659 | — | $ | 4,313,504 | |||||||||||||||
Mr. Rudolph | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible | — | — | — | — | $ | 146,114 | — | $ | 146,114 | |||||||||||||||||||
Death | — | — | — | $ | 2,542,045 | $ | 146,114 | — | $ | 2,688,159 | ||||||||||||||||||
Disability | — | — | — | $ | 1,854,524 | $ | 242,703 | — | $ | 2,097,227 | ||||||||||||||||||
Change in Control / Qualifying Termination | $ | 1,142,500 | $ | 757,858 | $ | 28,622 | $ | 2,056,681 | $ | 146,114 | — | $ | 4,131,775 | |||||||||||||||
Mr. Beisler | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Term Without Cause and Non-Retirement Eligible | — | — | — | — | $ | 314,157 | — | $ | 314,157 | |||||||||||||||||||
| Retirement Eligible | — | — | — | — | $ | 2,817,686 | — | $ | 2,817,686 | |||||||||||||||||||
Death | — | — | — | $ | 1,281,332 | $ | 3,322,423 | — | $ | 4,603,755 | ||||||||||||||||||
Disability | — | — | — | $ | 1,281,332 | $ | 2,923,311 | — | $ | 4,204,643 | ||||||||||||||||||
Change in Control / Qualifying Termination | $ | 577,500 | $ | 590,205 | $ | 23,221 | $ | 700,804 | $ | 3,322,423 | $ | 1,134,399 | $ | 6,348,552 | ||||||||||||||
| Potential Payments on Termination of Employment or Change in Control | ||||||||||||||||||||||||||||
| Cash Severance (1) | Annual Incentive (2) | Continuation of Benefits (3) | Equity Incentive and Stock Awards(4) | Pension and SERP Benefits(5) | Gross-Up for Excise Tax (6) | Total | ||||||||||||||||||||||
| Mr. Comma (CEO) | ||||||||||||||||||||||||||||
| Termination Reason | ||||||||||||||||||||||||||||
| Voluntary /Involuntary Term Without Cause (Non-Retirement Eligible) | — | — | — | — | $ | 250,570 | — | $ | 250,570 | |||||||||||||||||||
| Death | — | — | — | $ | 8,088,157 | $ | 250,570 | — | $ | 8,338,727 | ||||||||||||||||||
| Disability | — | — | — | $ | 4,530,046 | $ | 276,269 | — | $ | 4,806,315 | ||||||||||||||||||
| CIC/ Qualifying Termination | $ | 2,400,000 | $ | 3,584,000 | $ | 58,690 | $ | 9,213,126 | $ | 250,570 | — | $ | 15,506,386 | |||||||||||||||
| CIC/No Termination | — | — | — | $ | 9,213,126 | — | — | $ | 9,213,126 | |||||||||||||||||||
| Mr. Rebel (CFO) | ||||||||||||||||||||||||||||
| Termination Reason | ||||||||||||||||||||||||||||
| Voluntary /Involuntary Term Without Cause (Retirement Eligible) | — | — | — | $ | 6,637,693 | $ | 3,764,582 | — | $ | 10,402,275 | ||||||||||||||||||
| Death | — | — | — | $ | 6,637,693 | $ | 3,764,582 | — | $ | 10,402,275 | ||||||||||||||||||
| Disability | — | — | — | $ | 4,036,173 | $ | 3,3,809,74 | — | $ | 7,845,877 | ||||||||||||||||||
| CIC/ Qualifying Termination | $ | 1,350,000 | $ | 1,939,500 | $ | 40,011 | $ | 7,143,792 | $ | 4,193,812 | $ | 3,750,622 | $ | 18,417,737 | ||||||||||||||
| CIC/No Termination | — | — | — | $ | 7,143,792 | — | — | $ | 7,143,792 | |||||||||||||||||||
| Mr. Rudolph (CLO) | ||||||||||||||||||||||||||||
| Termination Reason | ||||||||||||||||||||||||||||
| Voluntary /Involuntary Term Without Cause (Non-Retirement Eligible) | — | — | — | — | $ | 220,568 | — | $ | 220,568 | |||||||||||||||||||
| Death | — | — | — | $ | 5,714,211 | $ | 220,568 | — | $ | 5,934,779 | ||||||||||||||||||
| Disability | — | — | — | $ | 4,046,689 | $ | 263,605 | — | $ | 4,310,294 | ||||||||||||||||||
| CIC / Qualifying Termination | $ | 1,212,500 | $ | 1,741,958 | $ | 40,011 | $ | 6,081,357 | $ | 220,568 | — | $ | 9,296,394 | |||||||||||||||
| CIC/No Termination | — | — | — | $ | 6,081,357 | — | — | $ | 6,081,357 | |||||||||||||||||||
| Mr. Casey (Qdoba President) | ||||||||||||||||||||||||||||
| Termination Reason | ||||||||||||||||||||||||||||
| Voluntary /Involuntary Term Without Cause (Non-Retirement Eligible) | — | — | — | — | — | — | $ | 0 | ||||||||||||||||||||
| Death | — | — | — | $ | 511,592 | — | — | $ | 511,592 | |||||||||||||||||||
| Disability | — | — | — | $ | 245,392 | — | — | $ | 245,392 | |||||||||||||||||||
| CIC / Qualifying Termination | $ | 1,030,000 | $ | 447,020 | $ | 40,011 | $ | 675,172 | — | — | $ | 2,192,203 | ||||||||||||||||
| CIC/No Termination | — | — | — | $ | 675,172 | — | — | $ | 675,172 | |||||||||||||||||||
58 JACK IN THE BOX INC.ï 2015 Proxy Statement
| EXECUTIVE COMPENSATION |
| Potential Payments on Termination of Employment or Change in Control | ||||||||||||||||||||||||||||
| Cash Severance (1) | Annual Incentive (2) | Continuation of Benefits (3) | Equity Incentive and Stock Awards(4) | Pension and SERP Benefits(5) | Gross-Up for Excise Tax(6) | TOTAL | ||||||||||||||||||||||
| Dr. Blankenship (CPO) | ||||||||||||||||||||||||||||
| Termination Reason | ||||||||||||||||||||||||||||
| Voluntary /Involuntary Term Without Cause (Non-Retirement Eligible) | — | — | — | — | $ | 495,731 | — | $ | 495,731 | |||||||||||||||||||
| Death | — | — | — | $ | 1,741,866 | $ | 1,243,875 | — | $ | 2,985,741 | ||||||||||||||||||
| Disability | — | — | — | $ | 731,071 | $ | 2,625,704 | — | $ | 3,356,775 | ||||||||||||||||||
| CIC / Qualifying Termination | $ | 875,000 | $ | 1,041,250 | $ | 40,011 | $ | 1,968,482 | $ | 3,071,699 | — | $ | 6,996,442 | |||||||||||||||
| CIC/No Termination | — | — | — | $ | 1,968,482 | — | — | $ | 1,968,482 | |||||||||||||||||||
Ms. Lang (Former CEO Who Retired in 2014)
Upon Ms. Lang’s retirement on January 1, 2014, the vesting of her outstanding equity accelerated, based upon her years of service and under the terms of the applicable equity award agreements, as further described in footnote 4 below. The value of such acceleration was: $9,280,896 (based upon $50.02, the closing price of our Common Stock on 12/31/2013, the last trading day before her 01/01/2014 retirement date; and consisting of: $4,449,764 for the difference between her accelerated options’ strike price and the 12/31/2013 closing price of our Common Stock; $2,526,010 for restricted stock released from escrow; and $2,305,122 for accelerated RSUs). The values of Ms. Lang’s accumulated benefits under the Pension Plan and SERP as of her retirement date are shown in the Pension Benefits Table. As included in the SCT, Ms. Lang also received a payment of $488,927 for tax reimbursement, including a tax gross-up, with respect to the Medicare portion of the FICA tax applicable to the lifetime value of her SERP benefit that was due in full at the time of her retirement. The Board approved this grossed-up FICA reimbursement for SERP participants in 1995.
| (1) | Cash Severance: Reflects multiple of annual base salary as described in the Compensation and Benefits Assurance Agreement section (“CIC Section”), above. |
| (2) | Annual incentive: Reflects multiple of annual incentive as described in the CIC Section. |
| (3) | Continuation of Benefits: Reflects benefits continuation as described in the CIC section and an outplacement fee estimate of $10,000. |
JACK IN THE BOX INC.ï 2013 Proxy Statement53
| (4) | Equity Incentive and Stock Awards: The amounts shown in the table reflect only |
| a) | Stock Awards (RSA/RSU under the stock ownership program in place prior to fiscal |
| (i) | Upon termination not related to a change in control, if eligible to retire under a company sponsored retirement plan, determination of shares vested is based on a schedule of the greater of: a) 30% of the award vesting three years from the date of grant, and 10% vesting for each year of service thereafter as of the date of |
| (ii) | Upon termination not related to a change in control, and not eligible to retire under a company sponsored retirement plan, determination of shares vested is based on a schedule of 15% vesting on or after 3 years from the grant date, and 5% vesting for each year of service thereafter as of the termination date. |
| (iii) | Upon death, disability, or a change in control, stock awards vest 100%. |
| b) | Performance Share |
| (i) | Upon termination not related to a change in control, if eligible to retire under a company sponsored retirement plan or due to death or disability, and the awardee had been continuously employed by the Company as of the last date of the first fiscal year of the performance period, the performance share units will vest on a prorated basis, based on the number of full accounting periods the awardee was continuously employed by the Company during the performance period and to the extent to which performance goals are achieved. |
| (ii) | Upon termination not related to a change in control or due to death or disability, the award will be cancelled. |
| (iii) | Upon a change in control, |
| c) | Time-vested RSUs: |
| (i) | Upon termination not related to a change in control, death, disability, or retirement, the award will be cancelled. |
| (ii) | Upon |
| (iii) | Upon a change in control, |
| Option Awards: |
| (i) | Upon termination not related to a change in control, and eligible to retire under a company sponsored retirement plan, determination of shares vested is based on a formula of 5% additional vesting for each year of service with the Company. |
| (ii) | Upon termination not related to a change in control, and not eligible to retire under a company sponsored retirement plan, there is no acceleration of option awards. |
| (iii) | Upon death or a change in control |
| (iv) | Vesting upon disability is based on the number of shares which would have been vested as of twelve months following the Optionee’s first day of absence from work with the Company, and therefore, for purposes of this table, no additional vesting is applied in the event of a disability. |
| (5) | Pension and SERP:Annual benefit amounts listed for each NEO are subject to the eligibility and vesting provisions of the Retirement Plan and the SERP, which are described above in the sections of this Proxy Statement titled Retirement Plan, Supplemental Executive Retirement Plan and Pension Benefits Table and accompanying footnotes. All values shown represent present values and are based on the following: |
| a) | In the event of a voluntary/involuntary termination or death, benefit values are based on accrued benefits as of fiscal year end payable at normal retirement. Benefit values were calculated as of September |
JACK IN THE BOX INC.ï 2015 Proxy Statement59
| EXECUTIVE COMPENSATION |
| plus the average of the annual incentives paid for the three most recent completed fiscal years. If, however, the date of death is at age 55 plus 10 years of service or later, the amount of the survivor benefit shall be the greater of one times the participant’s compensation or the actuarial equivalent lump sum present value of the participant’s supplemental retirement benefit. In the event of death while actively employed, the amount of the pension benefit shall be the accrued actuarial equivalent pension benefit as determined on the date of death. Such benefit shall not be subject to any reduction of benefits. |
| b) | Disability benefits shown assume an NEO terminates employment with the Company due to disability and remains continuously disabled until reaching normal retirement age. Benefit values are based on accrued benefits as of the |
| c) | In the event of an involuntary termination (or material diminution in duties or responsibilities or material downward change of title) within 24 months following a change in control, participants become 100% |
| d) | As described in the Non-Qualified Deferred Compensation Section” above, all of the NEOs receive a 3% Company match on their contributions to the non-qualified deferred compensation (EDCP) account, and Mr. Comma, Mr. Rudolph, and Mr. Casey, who are not eligible to participate in the SERP, receive an additional 4% Company contribution to their EDCP accounts for up to ten years. As of the end of Fiscal 2014, all the NEOs, except Mr. Casey, are 100% vested in the Company matching contributions. Accordingly, these amounts are not included here, but are described in the “Non-Qualified Deferred Compensation Section” above. |
| e) | Mr. Rebel, the only SERP participant who was retirement eligible at FYE 2014, would receive tax reimbursement, including a tax gross-up, with respect to the Medicare portion of the FICA tax applicable to the lifetime value of his SERP benefit that would be due in full at the time of his retirement. The Board approved this grossed-up FICA reimbursement for SERP participants in 1995. |
| (6) | Gross-Up for Excise Tax:For Mr. Rebel, the only executive with a pre-2009 |
5460JACK IN THE BOX INC. ï 20132015 Proxy Statement
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table setstables set forth, as of December 18, 201216, 2014 (“the Record Date”), information with respect to beneficial ownership of our Common Stock by (i) each person who we know to beneficially own more than 5% of our Common Stock, (ii) each director and nominee for director of the Company, (iii) each NEO listed in the Summary Compensation Table herein (except the retired CEO) and (iv) all of our directors and executive officers of the Company as a group. The address of each director and executive officer shown in the table below is c/o Jack in the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123.
We determined the number of shares of Common Stock beneficially owned by each person under rules promulgated
by the SEC, based on information obtained from questionnaires, Company records and filings with the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and also any shares which the individual or entity had the right to acquire within sixty days of December 18, 2012.16, 2014. All percentages are based on the shares of Common Stock outstanding as of December 18, 2012.16, 2014. Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as beneficially owned by that holder.
Security Ownership Ofof Certain Beneficial Owners
| Name | Number of Shares of Common Stock Beneficially Owned as of December 16, 2014 | Percent of Class | ||||||
BlackRock, Inc. (1) | 3,086,965 | 8.0% | ||||||
Vanguard Group, Inc. (2) | 3,080,474 | 7.9% | ||||||
| (1) | According to its Form 13F filings as of September 30, 2014, BlackRock Inc., on behalf of its direct subsidiaries, BlackRock Fund Advisors and BlackRock Institutional Trust Company N.A., had investment discretion with respect to accounts holding 3,086,965 shares. BlackRock Fund Advisors was the beneficial owner of 1,990,221 shares, of which it had sole voting power. BlackRock Institutional Trust Company, N.A., was the beneficial owner of 1,096,744 shares, of which it had sole voting power with respect to 1,002,569 shares and no voting power with respect to 94,175 shares. The address of BlackRock Fund Advisors is 400 Howard Street, San Francisco, CA 94105. |
| (2) | According to its Form 13F filings as of September 30, 2014, Vanguard Group Inc., on behalf of its direct subsidiary, Vanguard Fiduciary Trust Company, had investment discretion with respect to accounts holding 3,080,474 shares. Vanguard Group, Inc.was the beneficial owner of 3,030,870 shares, of which it had sole voting power with respect to 3,400 shares and no voting power with respect to 3,027,470 shares. Vanguard Fiduciary Trust Company was the beneficial owner of 49,604 shares, of which it had sole voting power. The address of Vanguard Group, Inc. is P.O. Box 2600 Valley Forge, PA 19482. |
JACK IN THE BOX INC.ï 2015 Proxy Statement61
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Security Ownership Of Directors and Management
| Name | Number of Shares of Common Stock Beneficially Owned as of December 18, 2012 (1) | Number Attributable to Options Exercisable Within 60 Days of December 18, 2012 | Percent of Class | Number of Shares of Common Stock Beneficially Owned as of December 16, 2014(1) | Number Attributable to Options Exercisable Within 60 Days of December 16, 2014 | Percent of Class | ||||||||||||||||||
FMR LLC(2) | 6,476,870 | — | 15.0% | |||||||||||||||||||||
BlackRock Inc.(3) | 3,281,419 | — | 7.6% | |||||||||||||||||||||
Blue Harbour Group(4) | 2,713,143 | — | 6.3% | |||||||||||||||||||||
T. Rowe Price Associates, Inc.(5) | 2,426,600 | — | 5.6% | |||||||||||||||||||||
Vanguard Group, Inc.(6) | 2,385,704 | — | 5.5% | |||||||||||||||||||||
Ms. Lang | 1,608,650 | 1,390,248 | 3.6% | |||||||||||||||||||||
Mr. Comma | 53,225 | 25,528 | * | |||||||||||||||||||||
Mr. Rebel | 487,281 | 417,668 | 1.1% | 203,624 | 103,960 | * | ||||||||||||||||||
Mr. Comma | 102,475 | 91,874 | * | |||||||||||||||||||||
Mr. Rudolph | 168,853 | 133,676 | * | 73,606 | 23,911 | * | ||||||||||||||||||
Mr. Beisler | 106,275 | 50,000 | * | |||||||||||||||||||||
Mr. Casey | 337 | 0 | * | |||||||||||||||||||||
Dr. Blankenship | 23,031 | 14,529 | * | |||||||||||||||||||||
Mr. Goebel | 40,692 | 24,000 | * | 21,118 | 0 | * | ||||||||||||||||||
Ms. John | 100 | 0 | * | |||||||||||||||||||||
Ms. Kleiner | 7,881 | — | * | 12,307 | 0 | * | ||||||||||||||||||
Mr. Murphy | 106,654 | 60,400 | * | 55,156 | 0 | * | ||||||||||||||||||
Mr. Myers | 28,003 | — | * | 32,905 | 0 | * | ||||||||||||||||||
Mr. Tehle | 105,731 | 60,400 | * | 53,655 | 0 | * | ||||||||||||||||||
Ms. Webb | 40,692 | 24,000 | * | |||||||||||||||||||||
Mr. Wyatt | 21,692 | — | * | 12,307 | 0 | * | ||||||||||||||||||
All directors and executive officers as a group (15 persons) | 3,032,014 | 2,452,001 | 6.6% | |||||||||||||||||||||
All directors and executive officers as a group (16 persons) | 582,166 | 186,254 | 1.5% | |||||||||||||||||||||
| * | Asterisk in the percent of class column indicates beneficial ownership of less than 1% |
| (1) | For purposes of computing the percentage of outstanding shares held by each person or group of persons named in the Beneficial Ownership table on a given date, any security which such person or persons has the right to acquire within 60 days after such date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The securities totaled in this column include stock options, direct holdings, stock equivalents under the Director Deferred Compensation Plan, restricted stock and restricted stock units as described below. |
| • | Stock Options. As a group, within 60 days of December |
JACK IN THE BOX INC.ï 2013 Proxy Statement55
| • | Direct Holdings and Restricted Stock. |
As a group, within 60 days of December 18, 2012,16, 2014, our directors, NEOs and other executive officers’ shares include (a) 116,761150,067 shares directly held by directors and officers and (b) 345,81595,815 restricted stock awards held by NEOs, which shares may be voted, but are not available for sale or other disposition until the expiration of vesting restrictions, which occurs upon each individual’s termination of service.
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These RSUs fully vest upon the earlier of 12 months from the date of grant or upon termination of service with the Board.
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These RSUs fully vest upon termination of service and are convertible on a one-for-one basis into shares of Common Stock upon vesting.
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Mr. | — | |||||||
Mr. | — | |||||||
Mr. | — | |||||||
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| • | Common Stock Equivalents. |
The shares of our directors reflected as beneficially owned include an aggregate of 64,012 stock75,662 Common Stock equivalents attributed to cash compensation deferred under the Director Deferred Compensation Plan.Plan and resulting dividends, as described in the Director Compensation section of this proxy statement. These Common Stock equivalents are convertible on a one-for-one basis into shares of Common Stock upon the earlier of a pre-specified distribution date or termination of service as elected by the director.
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Mr. Goebel | 0 | |||
Ms. | 0 | |||
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Mr. | ||||
Mr. | ||||
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Mr. Wyatt | 0 | |||
62 JACK IN THE BOX INC.ï 2015 Proxy Statement
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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| • | Restricted Stock Units. As a group, within 60 days of December 16, 2014, our directors, NEOs and other executive officers may convert an aggregate of 74,368 RSUs on a one-for-one basis into shares of Common Stock upon vesting. RSUs may not be voted. The breakdown between directors and NEOs is provided below. |
| • | RSUs of Directors. |
These RSUs fully vest upon the earlier of 12 months from the date of grant or upon termination of service with the Board.
| Name | Unvested RSUs | Deferred RSUs | ||||||
Mr. Goebel | 1,551 | 3,169 | ||||||
Ms. John | 0 | 0 | ||||||
Ms. Kleiner | 1,551 | 3,169 | ||||||
Mr. Murphy | 1,551 | 7,587 | ||||||
Mr. Myers | 1,551 | 0 | ||||||
Mr. Tehle | 1,551 | 10,756 | ||||||
Mr. Wyatt | 1,551 | 4,712 | ||||||
| • | RSUs of NEOs and other executive officers. |
These RSUs fully vest upon termination of service and are convertible on a one-for-one basis into shares of Common Stock upon vesting. Also included are deferred performance vested restricted stock units in the amount of 3,000 for Mr. Comma and 2,040 for “all other executive officers.”
| Name | RSUs | |||
Mr. Comma | 11,675 | |||
Mr. Rebel | 16,840 | |||
Mr. Rudolph | 5,114 | |||
Mr. Casey | 0 | |||
Dr. Blankenship | 0 | |||
All other executive officers | 2,040 | |||
JACK IN THE BOX INC. ï 20132015 Proxy Statement63
| OTHER INFORMATION |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, each executive officer, each director, and each beneficial owner of more than 10% of the Company’s Common Stock is required to file certain forms with the Securities and Exchange Commission. A report of beneficial ownership of the Company’s Common Stock on Form 3 is due at the time such person becomes
subject to the reporting requirements and a report on Form 4 or Form 5 must be filed to reflect changes thereafter. Based on written statements and copies of forms provided to us by persons subject to the reporting requirements, we believe that all such reports required to be filed by such persons during fiscal 20122014 were filed on a timely basis.basis, except as noted below.
On September 29, 2014, Michael W. Murphy, James M. Myers, and David M. Tehle each filed a Form 5 to report their beneficial ownership of derivative securities consisting of 55,043, 32,897, and 53,577 shares of Common Stock equivalents, respectively. In each case, these individuals elected to participate in the Company’s Deferred Compensation Plan for Non-Management Directors, which was initially approved by the Company’s stockholders in February 1995. Under this Plan, a non-management director
can elect to defer receipt of some or all of the annual cash retainers he or she is entitled to receive for their service as a director. Upon deferral, the Company credits the non-management director with Common Stock equivalents (and fractions thereof) determined by dividing the amount deferred by the average of the closing price of the Company’s Common Stock for the ten (10) trading days immediately preceding the date the deferred compensation is credited to the director’s account. At the end of the non-management director’s service, the Company is required to issue the non-management director that number of shares of Common Stock equal to that number of Common Stock equivalents credited to the non-management director’s account at the time of distribution. Due to an administrative error, the beneficial ownership of these Common Stock equivalents previously credited to the accounts of these non-management directors were not previously reported on Form 4, though they have consistently been disclosed in the Company’s annual proxy statements. On October 14, 2014, John T. Wyatt filed a Form 5 to report his sale of 3,811 shares of Common Stock on December 10, 2013. The sale during Fiscal Year 2014 was previously not reported due to an administrative error.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
It is the Company’s policy that the Audit Committee approve or ratify transactions involving the Company and its directors, executive officers or principal stockholders or members of their immediate families or entities controlled by any of them or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules.
During fiscal year 2012,2014, the Company was not a party to a transaction or series of transactions in which the amount
involved did or may exceed $120,000 in which any of its directors, named executive officers or other executive officers, any holder of more than 5% of its Common Stock or any member of the immediate family of any of these persons had or will have a direct or indirect material interest, other than the compensation arrangements (including with respect to equity
compensation) described in “Executive Compensation” above. It is the Company’s policy that the Audit Committee approve or ratify transactions involving the Company and its directors, executive officers or principal stockholders or members of their immediate families or entitles controlled by any of them or in which they have a substantial ownership interest in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules.
We are not aware of any other matters to come before the Annual Meeting. If any matter not mentioned herein is properly brought before the Annual Meeting, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with respect thereto and in accordance with their best judgment.
64JACK IN THE BOX INC. ï 20132015 Proxy Statement57
| OTHER INFORMATION |
STOCKHOLDER PROPOSALS FOR THE 20142016 ANNUAL MEETING
Proposals to be included in the Proxy Statement
Under the rules of the SEC, if a stockholder wishes to submit a proposal for possible inclusion in the proxy materials for our 20142016 Annual Meeting, we must receive it no later than 120 calendar days prior to the anniversary of this year’s mailing date. Accordingly, in order for a stockholder proposal to be considered timely for inclusion in our proxy materials for the 20142016 Annual Meeting, any such stockholder proposal must be received by our Corporate Secretary no later than 5:00 p.m. Pacific Time, on September 13, 2013.11, 2015. The stockholder must also comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended, as well as the applicable requirements of our Bylaws.
Proposals not included in the Proxy Statement
If a stockholder wishes to present a proposal at our 20142016 Annual Meeting or to nominate one or more directors, the stockholder must provide the proposal to us on a timely basis and satisfy the other conditions set forth in our Bylaws and in applicable SEC rules. The Company’s Bylaws provide that in order for a stockholder to present business or to make nominations for the election of a director, written notice containing the information required by the Bylaws must be delivered to the Corporate Secretary at the principal executive offices of the Company not less than 120 days and not more than 150 days prior to the first anniversary of the date of the previous year’s Annual Meeting. Accordingly, in order for a stockholder proposal intended to be proposed at the 20142016 Annual Meeting to be considered timely, it must be received by the Corporate Secretary not later than October 18, 2013,16, 2015, and not earlier than September 18, 2013.16, 2015.
General
All proposals must be in writing and should be mailed to Jack in the Box Inc., to the attention of Phillip H. Rudolph, Corporate Secretary, at 9330 Balboa Avenue, San Diego, CA 92123.
A copy of the Bylaws may be obtained by written request to the Corporate Secretary at the same address. The Bylaws are also available atwww.jackinthebox.com/investors/corporategovernance.
JACK IN THE BOX INC. ANNUAL REPORT ON FORM 10-K
A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 201228, 2014, excluding exhibits, may be obtained by stockholders without charge by written request sent to the above address. We make available free of charge on
on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. These materials can be found atwww.jackinthebox.com/investors.
DELIVERY OF PROXY MATERIALS AND ANNUAL REPORTS
We may satisfy SEC rules regarding delivery of Proxy Statements and Annual Reports by delivering a single copy of these documents to an address shared by two or more stockholders. This process is known as “householding.” This delivery method can result in meaningful cost savings for us. In order to take advantage of this opportunity, we have delivered only one Proxy Statement and Annual Report to stockholders who share an address with another stockholder, unless contrary instructions were received prior to the mailing date.
We undertake to deliver promptly upon written or oral request a separate copy of the Proxy Statement and/or Annual Report, as requested, to a stockholder at a shared address to which a single copy of these documents was delivered. If you
hold stock as a record stockholder and prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact our Corporate Secretary at 9330 Balboa Avenue, San Diego, CA 92123. If your stock is held by a brokerage firm or bank and you prefer to receive separate copies of a Proxy Statement and/or Annual Report either now or in the future, please contact your brokerage or bank. The voting instruction sent to a street-nameStreet-name stockholder should provide information on how to request (i) householding of future Company materials or (ii) separate materials if only one set of documents is being sent to a household. If it does not, a stockholder who would like to make one of these requests should contact us as indicated above.
58JACK IN THE BOX INC. ï 20132015 Proxy Statement65
| EXHIBIT A |
Jack in the Box Inc. Audit Committee Pre-Approval Policy
The Audit Committee of Jack in the Box Inc. (“JACK”) is responsible for the appointment, retention and termination, compensation and oversight of the work of the registered public accountant providing audit or attest services (an “independent auditor”) to JACK, all JACK subsidiaries and any other entity whose financial results are included in JACK’s consolidated financial statements for which an audit of the financial statements is conducted (collectively, the “Company”).
In accordance with the Sarbanes-Oxley Act of 2002 (“SOX”) and implementing rules and regulations of the Securities and Exchange Commission (“SEC”) and the auditing standards and rules of the Public Company Accounting Oversight Board (“PCAOB”), the Audit Committee has established as its policy that it will review in advance, and either approve or disapprove, any audit, audit-related, internal control-related, tax or other non-audit service to be provided to the Company by the independent auditor. Definitions of key terms are provided following this policy.
| 1. | Engagement of Independent Auditor. Annually, in the early part of each fiscal year, the Audit Committee will approve the engagement of the registered public accounting firm (a) to perform the annual audit of the Company’s consolidated financial statements, (b) to provide an attestation report on the effectiveness of the Company’s internal controls over financial reporting, (c) to review the Company’s interim financial statements, and (d) to provide such other audit-related, tax and non-audit services as are then anticipated to be required for the proper conduct of the Company’s affairs and consistent with maintaining the independence of the firm selected to audit the Company’s annual financial statements. The Audit Committee will approve the provision by the Company’s independent auditor of only those non-audit, tax and internal control-related services deemed permissible under the federal securities laws and any applicable rule or regulation of the SEC and/or the PCAOB. |
| 2. | Non-Audit Services. The Audit Committee may delegate to its Chair the authority to pre-approve otherwise permissible non-audit services, provided that any decision made pursuant to such delegation must be presented to the full Audit Committee for informational purposes at its next regularly held meeting. |
| 3. | Permissible Tax and Internal Control-Related Services. With respect to the proposed provision of permissible tax services and services related to internal control over financial reporting, the independent auditor shall – |
provide sufficient information to the Audit Committee regarding the proposed tax service or non-audit service related to internal control over financial reporting to permit it to make a judgment about the impact of the audit firm’s provision of such services on the audit firm’s independence, including, but not limited to, a written description regarding:
| Ø | the nature and scope of the service, fee structure and any side letter or other amendment to the engagement letter, or any other agreement (written or oral) between the independent auditor and the Company relating to that service; and |
| Ø | any compensation arrangement or other agreement, such as a referral agreement, a referral fee or fee-sharing arrangement between the independent auditor or its affiliate and any person regarding the promoting, marketing or recommending of a transaction covered by the service; |
discuss with the Audit Committee the potential effects of the services on the outside auditor’s independence;
disclose to the Audit Committee any amendments to tax services or internal control-related engagements whether or not written; and
document the substance of the discussion with the Audit Committee.
With respect to each proposed service, or proposed modification of service, related to internal control over financial reporting or tax, each request must comply with the procedural and information requirements set forth above.
| 4. | Delegation to Audit Committee Chair. To ensure prompt handling of unforeseeable or unexpected matters that arise between Audit Committee meetings, the Audit Committee hereby delegates authority to its Chair, and/or to such other members of the Audit Committee as the Chair shall from time to time designate, to review and, if appropriate, approve in advance, any request for the independent auditor to provide non-audit (including tax and internal control-related) services. Any such approval must be reported to the Audit Committee at its next scheduled meeting, and any necessary corresponding change made to the authorized list of services and budget previously approved by the Audit Committee. With respect to tax and internal control-related services, however, the independent auditor must discuss the service, and its potential effects |
A-1 JACK IN THE BOX INC.ï 2015 Proxy Statement
| EXHIBIT A |
| on its independence, with the full Audit Committee at the next regularly held meeting. |
JACK IN THE BOX INC.ï 2013 Proxy StatementA-1
Neither the Audit Committee, the Chair nor any other member of the Audit Committee shall delegate to management,Management, or to
any other person, its obligation under applicable law and this
policy to approve in advance any service to be provided to the Company by its independent auditor.
Definitions
| a. | The term |
| b. | The term |
| c. | The term |
| d. | The term |
| e. | The term |
A-2JACK IN THE BOX INC. ï 20132015 Proxy StatementA-2
9330 BALBOA AVE. SAN DIEGO, CA 92123-1516 |
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VOTE BY INTERNET -www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. | ||
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. | ||
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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The Board of Directors recommends you vote FOR all 8 nominees listed and FOR proposals 2 and 3.
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Nominees: | For | Against | Abstain | | |||||||||||||||||||||||||||||||||||||||||||||
1a. Leonard A. Comma 1b. David L. Goebel 1c. Sharon P. John | ¨ ¨ ¨ | ¨ ¨ ¨ | ¨ ¨ ¨ | 2. 3. | Ratification of the appointment of KPMG LLP as independent registered public accountants. Advisory approval of executive compensation. | ¨ ¨ | ¨ ¨ | ¨ ¨ | |||||||||||||||||||||||||||||||||||||||||
1d. Madeleine A. Kleiner 1e. Michael W. Murphy | ¨ ¨ | ¨ ¨ | ¨ ¨ | NOTE:In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof. | |||||||||||||||||||||||||||||||||||||||||||||
1f. James M. Myers 1g. David M. Tehle 1h. John T. Wyatt | ¨ ¨ ¨ | ¨ ¨ ¨ | ¨ ¨ ¨ | ||||||||||||||||||||||||||||||||||||||||||||||
| For address changes and/or comments, please check this box and write them on the back where indicated. | ¨ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Please indicate if you plan to attend this meeting. | ¨ | ¨ | |||||||||||||||||||||||||||||||||||||||||||||||
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Ratification of the appointment of KPMG LLP as independent registered public accountants. |
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Advisory approval of executive compensation. |
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| In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof. | ||||||||||||||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and the 2014 Annual Report on Form 10-K are available at www.proxyvote.com.
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JACK IN THE BOX INC. Annual Meeting of Stockholders February 13, 2015, 8:30 a.m., Pacific Time This proxy is solicited by the Board of Directors | ||||||||||
The undersigned hereby appoints Leonard A. Comma and Phillip H. Rudolph, and each of them, with power to act without the THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS AND “FOR” PROPOSALS 2 AND 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof. | ||||||||||
Address Changes/Comments: | ||||||||||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side | ||||||||||
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
01JX5B
Important notice regarding the Internet availability of proxy materials for the 2013 Annual Meeting of Stockholders.
The Proxy Statement and the 2012 Annual Report on Form 10-K are available at:
www.jackinthebox.com/proxy
Attention Internet Users!
You can now access your stockholder information on the following secure Internet site:www.computershare.com/investor
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — JACK IN THE BOX INC.
2013 Annual Meeting of Stockholders – February 15, 2013
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Linda A. Lang and Phillip H. Rudolph, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Jack in the Box Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the 2013 Annual Meeting of Stockholders of the company to be held February 15, 2013, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Annual Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF ALL DIRECTORS AND “FOR” ITEMS 2 AND 3.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof.
(Continued and to be marked, dated and signed, on the other side)
