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☐ | | | Preliminary Proxy Statement | | |
☐ | | | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) | | |
☑ | | | 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): ☑☑ No fee required. ☐ ☐ 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: (2) Aggregate number of securities to which transaction applies: (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): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ ☐ Fee paid previously with preliminary materials. ☐ ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
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31, 2022
Sincerely,
Leonard A. Comma
Chairman
March 4, 2022
INFORMATION REGARDING ADMISSION TO THE ANNUAL MEETING
Everyone attending the 2018 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, sound or video recording devices, and large bags or packages will not be allowed in the meeting room.
March 4, 2022 To elect the To ratify the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending To provide an advisory vote regarding the compensation of our named executive officers (“Say on Pay”) for the fiscal year ended October To amend the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022. 31, 2022JACK IN THE BOX INC.9330 Balboa Avenue9357 Spectrum Center BlvdSan Diego, California 92123
To Be Held February 27, 2018The 20182022 Annual Meeting of Stockholders of Jack in the Box Inc. will be held on Tuesday, February 27, 2018,Friday, March 4, 2022, at 8:30 a.m. Pacific Standard Time, atTime. The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the offices of Jack inAnnual Meeting, vote, and submit your questions during the Box Inc., 9330 Balboa Avenue, San Diego, CA 92123Annual Meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/JACK2022. The Annual Meeting will be held for the following purposes:1. nineeight 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. September 30, 2018;3. 1, 2017,3, 2021, as set forth in the Proxy Statement; and4. 5. To vote on a stockholder proposal requesting that all stockholder meetings be held, either in whole or in part, through virtual means and that virtual attendance be allowed; 6. To vote on a stockholder proposal requesting that we issue a report regarding developing a sustainable packaging policy; and 7. 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.Our Board of Directors recommends a vote“FOR” “FOR” proposals 1 through 3.4, makes no recommendation on proposal 5, and recommends a vote “AGAINST” proposal 6. You are entitled to vote at the 20182022 Annual Meeting of Stockholders (the “Annual Meeting”) only if you were a Jack in the Box Inc. stockholder as of the close of business on December 29, 2017,January 7, 2022, 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,9357 Spectrum Center Blvd, San Diego, CACalifornia 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, CaliforniaJanuary 25, 2018By order of the Board of Directors,
Phillip H. RudolphExecutive
Sarah L. SuperSenior Vice President, Chief Legal & Risk Officer and Corporate SecretaryINFORMATION REGARDING ADMISSION TO THE ANNUAL MEETINGEveryone attending the 2018 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, sound or video recording devices, and large bags or packages will not be allowed in the meeting room.
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PROXY SUMMARYThis is a summary only and does not contain all of the information that you should consider in connection with this Proxy Statement. Please read the entire Proxy Statement carefully before voting.Annual Meeting of Stockholders•• Time and Date 8:30 a.m. P.S.T., February 27, 2018March 4, 2022• Place Live webcast at http://www.virtualshareholdermeeting.com/JACK2022•• Record date Place 9330 Balboa Avenue, San Diego, California 92123January 7, 2022• Voting• Record date December 29, 2017• VotingStockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.• AdmissionProof of ownership and picture identification is required to enter Jack in the Box Inc.’s annual meeting.Voting MattersStockholders are being asked to vote on the following matters: Items of Business Our Board’s Recommendation 1. Election of Directors (page 14)17) FOR all Nominees 2. FOR 3. Advisory Vote to Approve Executive Compensation (page 32)37) FOR 4. Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 (page 76) FOR 5. Stockholder Proposal Regarding Virtual Meetings (page 85) NO RECOMMENDATION 6. Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging (page 87) AGAINST Stockholders also will transact any other business that may properly come before the meeting.How to VoteYou are entitled to vote at the 20182022 Annual Meeting of Stockholders if you were a stockholder of record at the close of business on December 29, 2017,January 7, 2022, the record date for the meeting. On the record date, there were 29,532,155approximately 21,102,348 shares of the Company’s common stock outstanding and entitled to vote at the annual meeting.Annual Meeting. For more details on voting and the annual meetingAnnual Meeting logistics, refer to the “Questions and Answers” section of this Proxy Statement.
2 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
2 JACK IN THE BOX INC. | 2022 PROXY |
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JACK IN THE BOX INC.ï 2018 PROXY STATEMENT3
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 3 |
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Returns to Stockholders
The Company’sstock price increased 6.2% to $101.92 per share at fiscalyear-end (“FYE”) 2017, versus $95.94 at FYE 2016, on top of a 20.4% increase in FY 2016.
We returned more than $376 million incash to stockholders during fiscal 2017, including over $327 million in share buybacks and over $49 million in dividends.
Financial and Operational Results
While we made progress on key strategic initiatives, fiscal 2017Fiscal 2021 was aanother uniquely challenging year for the Company.
Systemwide same-store sales grew 0.5% atrestaurant industry, but due to our innovation, perseverance, and continued focus on making significant progress on our strategic pillars and growth objectives, it was also a very exciting year for Jack in the Box, (“JIB”)our employees, franchisees, and the communities in which we operate, as we laid much of the foundation for the brand’s future success.
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System same-store sales |
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Net earnings and diluted earnings per share (“EPS”)(2)increased |
| • | Adjusted EBITDA(3) increased 20.9% year-over-year to $331.4 million. The increase is inclusive of the |
| • | Restaurant level margin(4) decreased 40 basis points year-over-year to 24.2% of company-owned restaurant sales. |
| • | Franchise level margin(4) increased 210 basis points year-over-year to 42.0%, or $317.6 million. |
The Company made progress onkey strategic initiatives, including reducing our corporate general
Impact on Incentive Compensation
The Operating EPS result was just slightly above the minimum threshold goal for annual incentive compensation.
The Company fell short of its threshold goals on systemwide sales and ROM at both brands.
As a result, the CEO and other Brand Services named executive officers (“NEOs”) received annual incentive payouts of less than 9% of target, and the Jack in the Box and Qdoba brand presidents received less than 4% of target.
Other
During fiscal 2017, the Company retained Morgan Stanley & Co. LLC to assist our Board of Directors in its evaluation of potential strategic alternatives with respect to the Qdoba business, as well as other ways to enhance shareholder value. Following the completion of a robust process, our Board determined that the sale of Qdoba is the best alternative for enhancing shareholder value and is consistent with our desire to transition to a less capital-intensive business model. In December 2017, we announced that the Company had entered into an agreement to sell Qdoba Restaurant Corporation for approximately $305 million in cash. The transaction is expected to close by April 2018.
Consistent with the fundamental principle that compensation programs should align pay with performance, the Company’s fiscal 2017 performance directly impacted compensation decisions and pay outcomes as described in our Compensation Discussion and Analysis (CD&A) starting on page 34.
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Fiscal year 2020 Diluted EPS included non-recurring items, notably a pension settlement charge and |
(3) | Adjusted EBITDA represents net earnings on a GAAP basis excluding income taxes, interest expense, net, gains or losses on the sale of company-operated restaurants, |
(4) | Restaurant level margin and franchise level margin are non-GAAP measures. These non-GAAP measures are reconciled to earnings from operations, the most comparable GAAP measure, |
(5) | Operating |
4 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
4 JACK IN THE BOX INC. | 2022 PROXY |
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| | Accounting Performance Period | | | Performance Metric | | | Weight | | | Target Goal | | | Result | | | Actual % of Target Payout(1) | |
| | Financial Goals - (Q1 and Q2) (First Half of fiscal year) | | | Operating EBIT System Same-Store Sales | | | 50% 30% | | | $125.8 million 10.4% | | | $144.7 million 15.9% | | | 150% / 200% 150% / 200% | |
| | Financial Goals - (Q3 and Q4) (Second Half of fiscal year) | | | Operating EBIT System Same-Store Sales | | | 50% | | | $125.0 million | | | $132.0 million | | | 150% / 200% | |
| | 30% | | | 4.0% | | | 4.8% | | | 120% / 140% | | ||||||
| | Strategic Goals - Annual (Full fiscal year) | | | Three Goals (*) Be a Great Franchisor Brand Position and Strategy Ignite Development and Growth | | | 20% | | | Pre-established Performance Expectations | | | Maximum Target Maximum | | | 150% 100% 150% | |
(1) | The maximum incentive payout for our CEO for both financial and strategic goals is 150% of target payout; and for our other NEOs, the maximum payout is 200% of target payout for financial goals and 150% of target payout for strategic goals. As performance and payouts are prorated between performance levels, for our CEO, this resulted in a lower percentage of target payout on the System Same-Store Sales goal for the second half of the fiscal year than our other NEOs. |
| (*) | The Committee awarded target payout for the Brand Position and Strategy goal, and maximum payout for the Be A Great Franchisor and Ignite Development and Growth goals, based on the pre-established expectations of performance to attain threshold, target, and maximum payout on each of the goals, as described in CD&A Section VI.b. |
| | Performance Metric | | | Weight | | | Target Goal | | | Results | | | Payout % of PSUs Granted | |
| | Adjusted Return on Invested Capital (ROIC) from Operations(6) (ROIC at FYE 2021) | | | 50% | | | 22.5% | | | 46.8% | | | 150.0% | |
| | Systemwide Sales ($M) (Goals set annually) | | | Year 1 - 16.7% | | | $3,566.0 | | | $3,504.7 | | | 69.3% | |
| | Year 2 - 16.7% | | | $3,631.0 | | | $3,672.7 | | | 116.5% | | |||
| | Year 3 - 16.7% | | | $3,933.0 | | | $4,155.3 | | | 150.0% | |
(6) | Adjusted ROIC from Operations is calculated as after-tax earnings from operations, excluding gains or losses on the sale of company-operated restaurants and restructuring charges, divided by average invested capital (which excludes accumulated other comprehensive income or loss related to the Company’s retirement plans). |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 5 |
| | PROXY SUMMARY | | | |
| Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Other Public Company Boards | ||||||||||||||
| AC | CC | NG | FC | EC | ||||||||||||||||
Leonard A. Comma (Chairman of the Board) | 48 | 2014 | CEO, Jack in the Box Inc. | No |  | - | ||||||||||||||
David L. Goebel (Lead Director) | 67 | 2008 | Partner & Faculty Member, Merryck & Co. Ltd. | Yes | x | x | x | Wingstop Inc. | ||||||||||||
Sharon P. John | 53 | 2014 | President & CEO, Build-A-Bear Workshop, Inc. | Yes | x | x | Build-a-Bear Workshop, Inc. | |||||||||||||
Madeleine A. Kleiner | 66 | 2011 | Director (Retired hotel & banking executive attorney) | Yes | x | | Northrop Grumman Corp. | |||||||||||||
Michael W. Murphy | 60 | 2002 | President & CEO, Sharp HealthCare | Yes | | x | x | - | ||||||||||||
James M. Myers | 60 | 2010 | Chairman of the Board, Petco | Yes | x | x | - | |||||||||||||
David M. Tehle | 61 | 2004 | Director (Retired retail CFO) | Yes | x | | Genesco Inc., US Foods Holding Corp., National Vision, Inc. | |||||||||||||
John T. Wyatt | 62 | 2010 | CEO, Knowledge Universe — United States | Yes | | x | - | |||||||||||||
Vivien M. Yeung | 45 | 2017 | General Manager, Venture, Lululemon Athletica Inc. | Yes | x | x | ||||||||||||||
| | Name | | | Age | | | Director Since | | | Principal Occupation | | | Independent | | | Committee Memberships | | | Other Public Company Boards | | |||||||||
| | AC | | | CC | | | NG | | | FC | | ||||||||||||||||||
| | David L. Goebel (Non-Executive Chairman of the Board) | | | 71 | | | 2008 | | | Partner & Faculty Member, ExCo Leadership Group | | | Yes | | | | | x | | | x | | | | | • Murphy USA Inc. • Wingstop Inc. | | ||
| | Darin S. Harris | | | 53 | | | 2020 | | | CEO, Jack in the Box Inc. | | | No | | | | | | | | | | | - | | ||||
| | Sharon P. John | | | 57 | | | 2014 | | | President & CEO, Build-A-Bear Workshop, Inc. | | | Yes | | | | | x | | | X | | | | | • Build-a-Bear Workshop, Inc. | | ||
| | Madeleine A. Kleiner | | | 70 | | | 2011 | | | Director (Retired hotel & banking executive attorney) | | | Yes | | | X | | | | | ✪ | | | | | • Northrop Grumman Corp. | | ||
| | Michael W. Murphy | | | 64 | | | 2002 | | | Director (Retired President & CEO Sharp HealthCare) | | | Yes | | | | | ✪ | | | | | x | | | - | | ||
| | James M. Myers | | | 64 | | | 2010 | | | Director (Retired retail CEO and Board Chair) | | | Yes | | | x | | | | | | | ✪ | | | - | | ||
| | David M. Tehle | | | 65 | | | 2004 | | | Director (Retired retail CFO) | | | Yes | | | ✪ | | | | | | | x | | | • National Vision, Inc. • US Foods Holding Corp. | | ||
| | Vivien M. Yeung | | | 49 | | | 2017 | | | EVP, Chief Strategy Officer, Kohl’s Corporation | | | Yes | | | x | | | | | x | | | | | - | | ||
✪ Chair | | | ||||
| AC Audit Committee | | | FC Finance Committee | ||
x Member | | | CC Compensation Committee | |
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| | | NG Nominating and Governance Committee | | |
Director Attendance— During the time each director nominee served on the Board in fiscal 2017,2021, each attended more than 75% of the meetings of the Board and committees on which he or she sits.served.
6 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
Auditors(Proposal 2) Our executivecompensation programs are built on the following principles and objectives: 9357 Spectrum Center Blvd described below under the heading “What are my voting choices for each of the items to be voted on at the and obtain a “FOR”the election of all director nominees; “ votes against. votes against. filing a written statement to that effect with our Corporate Secretary before the taking of the vote at the Annual Meeting; 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., Secretary. visiting our website or contacting our Investor Relations Department by writing to Investor Relations Department, Jack in the Box Inc., Attendance at the meeting is limited to stockholders as of the Record Date 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 not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant If a proposal is to be included in the proxy statement, pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended, the proposal is received by the Corporate Secretary no later than 120 calendar days prior to the anniversary of this year’s mailing date, so no later than 5:00 p.m. Pacific Time, on If the proposal is not to be included in the proxy statement, the proposal is delivered to the Corporate Secretary 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, or not later than PROXY SUMMARY Board Composition — Our Board has a mix of relatively newer and longer-tenured directors. The charts below show Board makeup for 2021 by various characteristics. The average tenure of the Board of Directors is 10.5 years while the average age is 61.5 years. For more information on our philosophy regarding the recruitment and diversity of Board members and our Board refreshment policies, please see pages23-25.27.
Director Tenure Average Tenure: 7.5 years Average Age: 58 years Independence GenderJACK IN THE BOX INC.ï 2018 PROXY STATEMENT5 Board Diversity Matrix (As of January 7, 2022) Total Number of Directors 8 Female Male Non-Binary Did NotDiscloseGender Part I: Gender Identity Directors 3 5 0 0 Part II: Demographic Background African American or Black 0 0 0 0 Alaskan Native or Native American 0 0 0 0 Asian 1 0 0 0 Hispanic or Latinx 0 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 2 5 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 PROXY SUMMARY We are asking our stockholders to ratify the selection of KPMG LLP as our independent registered public accountants for fiscal 2018.2022. Although stockholder ratification of the appointment is not required, the Audit Committee believes it is appropriate to seek such ratification. Additional information is provided onpages 29-31.36. 2021 Auditor Fees 2017 AuditorAudit Fees $1,091,883 Audit Fees$1,098,414 Qdoba Audit Fees (1)880,000 Tax or Other Fees 612 $— Securitization Related Audit Fees $110,000 KPMG Total Fees $1,979,026 (1)Qdoba Audit Fees are described in the “Independent Registered Public Accountants Fees and Services” section.$1,201,883 JACK IN THE BOX INC. | 2022 PROXY STATEMENT 7 PROXY SUMMARY Executive Compensation Highlights(Proposal 3)The Company seeks anon-binding advisory vote from its stockholders to approve the compensation of our NEOs for fiscal 20172021 (“Say on Pay”). The Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.• Our CD&A, starting at page 39, describes the compensation decision-making process, details our programs and policies, and includes an illustration of our compensation framework and key fiscal 2021 performance measures and pay actions.Our CD&A describes the compensation decision-making process, details our programs and policies, and includes an illustration of ourcompensation framework and key fiscal 2017 performance measures and pay actions on page 36.Competitive target pay structure, including base salary, annual incentive, and long-term incentives that enable us to attract and retain talented, experienced executives who can deliver successful business performance and drive long-termlong- term stockholder value.Pay for performance alignment, with a higher percentagethe largest proportion of executive pay in the form of annual and long-term incentives that directly tie payouts, if any, to the achievement of incentive goals.corporate goals and strategies.Comprehensive goal setting, with financial, operating,operational, and strategic performance metrics that drive long-term stockholder value.Executive alignment with stockholders, through stock ownership and holding requirements.requirements that build and maintain an executive’s equity investment in the company.Incentivizingbalanced short-short-term and long-term executive decision-making, through variable compensation components (cash and stock) using varying timeframes.Sound governance practices and principles in plan design and pay decisions, with the Compensation Committee considering both what and how performance is achieved.Management of compensation risk, by establishing incentive goals that avoid placing too much emphasis on any one metric or performance time horizon, thereby discouraging excessive or unwise risk-taking.Our stockholders approved each of the prior fourfive years’ Say on Pay proposals by over 96%90% of votes cast.6 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT8 JACK IN THE BOX INC. | 2022 PROXY SUMMARY STATEMENT PROXY SUMMARY Compensation Governance PracticesThe company has several governance practices that we believe support the soundness and efficacy of our compensation programs. In short:☑ What We Do☒ What We Don’t Do✓☑ ☒ Section 16 officers and directors are prohibited from hedging, pledging or holding Company stock in margin accounts.Page 49.✓☑ Independent compensation consultant who works exclusively for the Compensation Committee (no other work for the Company).Page 4350.☒ No dividends or dividend equivalents are paid on unvested restricted stock units (RSUs) or performance share units. Page 41.✓☑ Robust stock ownership and holding requirements.Page 4857.☒ Nore-pricing of equity without stockholder approval.Page 33.✓☑ Compensation Risk Committee that analyzes compensation plans, programs, policies and practices.Page 5363.☒ The Company ceased providing taxgross-up provisions in compensation arrangements entered into in 2009 and later, except related to relocation expenses (which require Compensation Committee approval in the case of executive officers).Page 51.✓☑ Compensation Committee discretion to reduce payouts under incentive plans.Page 5363.☒ No single trigger change in control accelerated vesting of RSUs and options. Since 2014, all RSUs and options awards that provide for vesting upon a change in control require a “double trigger” (termination and consummation of the change in control).Page 61.✓☑ Clawback policy providing ability to recover incentive cash compensation and performance-based equity awards based on financial results that were subsequently restated due to fraud or intentional misconduct.Page 5063.☑ Annual incentive and long-term incentive compensation based on rigorous performance goals that are key metrics for business success and include maximum payout caps. Page 63.☒ What We Don’t Do☒ ☒ No dividends or dividend equivalents are paid on unvested restricted stock units (RSUs) or performance shares. Page 48.☒ No re-pricing of equity is permitted without stockholder approval. Page 38.☒ No tax gross-ups except in the case of qualified relocation expenses (which requires Compensation Committee approval in the case of executive officers). Page 65.☒ Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 (Proposal 4)The Company seeks approval from its stockholders to amend the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022. Additional information is available on pages 76-84.Stockholder Proposal Regarding Virtual Meetings (Proposal 5)The Company received a stockholder proposal from The Humane Society of the United States (the “HSUS Proposal”). Additional information regarding the HSUS Proposal is provided on pages 85-86.Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging (Proposal 6)JACK IN THE BOX INC. | 2022 PROXY STATEMENT 9 PROXY SUMMARY Additional InformationPlease see the “Questions“Questions and Answers” section that immediately follows for important information about the proxy materials, voting, the annual meeting,Annual Meeting, Company documents, communications, and the deadlines to submit stockholder proposals for the 20192023 Annual Meeting of Stockholders.10 JACK IN THE BOX INC. | 2022 PROXY STATEMENT QUESTIONS AND ANSWERS JACK IN THE BOX INC.ï 2018 PROXY STATEMENT7 QUESTIONS AND ANSWERS JACK IN THE BOX INC.9330 Balboa AvenueSan Diego, California 92123ANNUAL MEETING OF STOCKHOLDERSFebruary 27, 2018March 4, 20221. 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,” or “our”) is soliciting your proxy to vote at the 20182022 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 27, 2018,March 4, 2022, at 8:30 a.m. Pacific Standard Time via live webcast at our corporate headquarters located at 9330 Balboa Avenue, San Diego, CA 92123.http://www.virtualshareholdermeeting.com/JACK2022. You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials, your proxy card, or on the instructions that accompanied your proxy materials. If you held shares of our common stock on December 29, 2017January 7, 2022 (the “Record Date”), you are invited to attend the Annual Meeting and vote onthe proposals20182022 Annual Meeting?” 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 before the Annual Meeting 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 onForm 10-K for the fiscal year ended October 1, 2017,3, 2021, will be mailed to stockholders on or about January 25, 2018.31, 2022.2. 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 recordor as thebeneficial owner of shares held in Street nameas of the close of business on December 29, 2017,January 7, 2022, the Record Date for the Annual Meeting, you may vote your shares at the Annual Meeting. As of the Record Date, there were 29,532,155approximately21,102,348 shares of 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 Street name.3. 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 AnnualMeeting 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.countedJACK IN THE BOX INC. | 2022 PROXY STATEMENT 11 QUESTIONS AND ANSWERS 8 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT4. QUESTIONS AND ANSWERS 4.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 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 requestvalidlegal proxyfrom 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 fiscal 2018)2022) 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.5. What are my voting choices for each of the items to be voted on at the 20182022 Annual Meeting? Item 1: Election of Directors •• Vote in favor of all nominees; •• Vote in favor of specific nominees; •• Vote against all nominees; •• Vote against specific nominees; •• Abstain from voting with respect to all nominees; or •• Abstain from voting with respect to specific nominees. The Board recommends a voteFORall Director nominees. Item 2: Ratification of the Appointment of KPMG LLP as Independent Registered Public Accountants •• Vote in favor of ratification; •• Vote against the ratification; or •• Abstain from voting on the ratification. The Board recommends a voteFORthe ratification. Item 3: Advisory Vote to Approve Executive Compensation (“Say on Pay”) •• Vote in favor of the advisory proposal; •• Vote against the advisory proposal; or •• Abstain from voting on the advisory proposal. The Board recommends a voteFORthe advisory approval of executive compensation. Item 4: Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 • Vote in favor of the proposal. • Vote against the proposal; or • Abstain from voting on the proposal. The Board recommends a vote FOR the proposal Item 5: Stockholder Proposal Regarding Virtual Meetings • Vote in favor of the proposal; • Vote against the proposal; or • Abstain from voting on the proposal. The Board does not make a recommendation for the proposal. Item 6: Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging • Vote in favor of the proposal; • Vote against the proposal; or • Abstain from voting on the proposal. The Board recommends a vote AGAINST the proposal. 12 6.JACK IN THE BOX INC. | 2022 PROXY STATEMENT QUESTIONS AND ANSWERS 6. 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 ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending September 30, 2018; andOctober 2, 2022;FOR,”FOR” on an advisory basis, approval of the compensation awarded to our named executive officers for the fiscal year ended October 1, 2017,3, 2021, as set forth in this Proxy Statement.JACK IN THE BOX INC.“FOR” the amendment to the Jack in the Box Inc. 2004 Stock Incentive Plan to extend the date by which awards may be granted through December 31, 2022; andï“ABSTAIN” for 2018 PROXY STATEMENTthe stockholder proposal requesting that all stockholder meetings be held, in whole or in part, through virtual means.9“AGAINST” the stockholder proposal requesting that a report be issued regarding the Company’s sustainable packaging policy.7. QUESTIONS AND ANSWERS 7.Could any additional matters be raised at the 20182022 Annual Meeting?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 theenclosed proxy will have discretionary authority to vote all proxies with respect thereto and in accordance with their best judgment.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 differentaccounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.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 brokernon-votes. A “brokernon-vote” non- vote” occurs when your broker submits a proxy card for your shares of Common Stock held in Street 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 Street name, brokers have the discretion to vote those shares on routine matters but not onnon-routine matters.For purposes of these rules, the only routine matter in this Proxy Statement is the ratification of the appointment of our independent registered public accountants. Therefore, if you hold your shares in Street 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 except the ratification of the appointment of 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. Proposal Number Item Proposal NumberItemVotes Required for Approval AbstentionsAbstentions UninstructedShares 1 1Election of 98 Directors Majority of votes cast. No effect. No effect. 2 2Ratification of the Appointment of KPMG LLP as Independent Registered Public Accountants Majority of the voting power of the shares present in person or by proxy and entitled to vote.vote on the proposal. Count as Discretionary voting by broker permitted. 3 3Advisory Vote to Approve Executive Compensation Majority of the voting power of the shares present in person or by proxy and entitled to vote.vote on the proposal. Count as No effect. 4. Amendment to 2004 Stock Incentive Plan to Extend Date by Which Awards May Be Granted Through December 31, 2022 Majority of the voting power of the shares present in person or by proxy and entitled to vote on the proposal. Count as votes against. No effect. JACK IN THE BOX INC. | 2022 PROXY STATEMENT 13 QUESTIONS AND ANSWERS Proposal Number Item Votes Required for Approval Abstentions UninstructedShares 5 Stockholder Proposal Regarding Virtual Meetings Majority of the voting power of the shares present in person or by proxy and entitled to vote on the proposal. Count as votes against. No effect. 6. Stockholder Proposal Regarding the Issuance of a Report on Sustainable Packaging Majority of the voting power of the shares present in person or by proxy and entitled to vote on the proposal. Count as votes against. No effect. 10. 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-brokernon-votesvotes 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.10 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT11. QUESTIONS AND ANSWERS 11.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 11:59 p.m., Eastern Time, on March 3, 2022.By Telephone: by following the telephone voting instructions included in the proxy card at any time up until 11:59 p.m., Eastern Time, on March 3, 2022.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.• By Internet:During Live Webcast: by following the Internet voting instructions included in the proxy card at any time up until 11:59 p.m., Eastern Time, on February 26, 2018.•By Telephone: by following the telephone voting instructions included in the proxy card at any time up until 11:59 p.m., Eastern Time, on February 26, 2018.•By Mail: if you have received a printed copy of the proxy materials from us by mail, youas this year’s Annual Meeting will be held entirely online, stockholders 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 thepre-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 toduring the Annual Meeting as described inby joining the Notice, you may vote your shares in personlive webcast at the meeting. Even if you plan toattendfollowing site: http://www.virtualshareholdermeeting.com/JACK2022. To participate in the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so thatwill need the 16- digit control number included on your vote will be counted in the event you later decide not to attend the Annual Meeting.or on the instructions that accompanied your proxy materials. Shares held in your name as the shareholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record also may be voted electronically during the Annual Meeting. However, even if you plan to participate in the live webcast of the Annual Meeting, the Company recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend.If you are a beneficial owner, you can vote in the following way:If your shares are held in Street 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 toat the Annual Meeting as described in the Notice, andif you obtain a valid legal proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.12. 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:voting again via the Internet or telephone but before the closing of those voting facilities at 11:59 p.m. Eastern Time on February 26, 2018;March 3, 2022;attending• participating in the live webcast of the Annual Meeting at http://www.virtualshareholdermeeting.com/JACK2022 by14 JACK IN THE BOX INC. | 2022 PROXY STATEMENT QUESTIONS AND ANSWERS entering in the 16-digit control number included in your proxy materials, revoking your proxy, and voting in person (attendance atduring the Annual Meeting (joining the live webcast of the Annual Meeting, in and of itself, will not constitute a revocation of a proxy); or9330 Balboa Avenue,9357 Spectrum Center Blvd., 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 atduring the live webcast of the Annual Meeting if you obtain a signed legal proxy from the broker, bank, or other nominee giving you the right to vote the shares.JACK IN THE BOX INC.ï 2018 PROXY STATEMENT1113. QUESTIONS AND ANSWERS 13.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 ortelephone charges. We have engaged Innisfree M&A Incorporated (“Innisfree”), a proxy-solicitation firm, to provide advice to the Company with respect to the 20182022 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 certainout-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.14. 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 onForm 8-K that we expect to file with the Securities and Exchange Commission (“SEC”) within four business days of the Annual Meeting. After theForm 8-K is filed, you may obtaina copy by visiting the SEC’s website atwww.sec.gov,9330 Balboa Avenue,9357 Spectrum Center Blvd., San Diego, CA 92123, or by sending an email to investor.relations@jackinthebox.com.15. How can I obtain copies of the proxy statement or10-K?A copy of this Proxy Statement and the Company’s Annual Report onForm 10-K (“Form10-K”) for the fiscal year ended October 1, 2017,3, 2021, are available free of charge on our website. These filings and all of our filings that are made electronically with the SEC, includingForms 10-K,10-Q10-K, 10-Q and8-K 8- K may be found athttp://investors.jackinthebox.com. Form10-K, 10- K, excluding exhibits, may also be obtained by stockholders without charge by written request sent to Investor Relations Department, Jack in the Box Inc., 9330 Balboa Avenue,9357 Spectrum Center Blvd., San Diego, CA 92123.As permitted by SEC rules, if your stock is held by a brokerage firm or bank, a single copy of this Proxy Statement may be delivered to an address shared by two or more stockholders. If 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.JACK IN THE BOX INC. | 2022 PROXY STATEMENT 15 QUESTIONS AND ANSWERS 16. How do I attend the 20182022 Annual Meeting of Stockholders in person?Stockholders?IMPORTANT NOTE: If you plan to attend the Annual Meeting, you must follow these instructionsinstructions.The Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to gain admission.All attendees will need to present proofattend the annual meeting as well as vote and submit your questions during the live webcast of ownershipthe meeting by visiting the following website: http://www.virtualshareholdermeeting.com/JACK2022 andentering the 16-digit control number included in our Notice of JackInternet Availability of Proxy Materials, on your proxy card, or in the Box Inc. Common Stock and a valid pictureidentification, such as a driver’s license or passport. 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.instructions that accompanied your proxy materialsBeneficial owners:If you are a beneficial owner, you will need to bring the notice or voting instruction form you received from your bank, broker or other nominee to be admitted to the meeting. You also may bring your bank or brokerage account statement reflecting your ownership of Common Stock as of December 29, 2017.(December 29, 2017)(January 7, 2022) or their authorized named representatives. Cameras,Recording of the Annual Meeting by camera, sound, or video recording devices and large bags or packages will not be allowed in the meeting room.12 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT17. How can I communicate with the Company’s Directors?The Board is committed to continuing to engage with stockholders and encourages an open dialogue about compensation, governance and other matters. We value your input, your investment and your support. The Board has established a process to facilitate communication by stockholders with 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,9357 Spectrum Center Blvd., San Diego, CA 92123, or telephone888-613-5225. Your letter should indicate whether 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 ourAudit 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:stock-relatedstock- related matter; ortopic.18. How do I submit a proposal for action at the 20192023 Annual Meeting?A proposal for action to be presented by any stockholder at the 20192023 Annual Meeting of Stockholders will be acted upon only:September 27, 2018.October 30, 2018,November 4, 2022, and not earlier than September 30, 2018;October 5, 2022; in addition, such proposal is, underDelaware General Corporation Law, an appropriate subject for stockholder action; and must also comply with the procedures and requirements set forth in as well as the applicable requirements of our Bylaws.Delaware General Corporation Law, an appropriate subject for stockholder action; and must also comply with the procedures and requirements set forth in as well as the applicable requirements of our Bylaws.In addition, the stockholder proponent, or a representative who is qualified under state law, must appear in person at the 20192023 Annual Meeting of Stockholders to present such proposal.All proposals must be in writing and should be sent to Jack in the Box Inc., to the attention of Phillip H. Rudolph, Corporate Secretary, at 9330 Balboa Avenue,9357 Spectrum Center Blvd., 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 at http://investors.jackinthebox.com.JACK IN THE BOX INC.ï 2018 PROXY STATEMENT1316 JACK IN THE BOX INC. | 2022 PROXY STATEMENT
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| Name | Age | Position(s) with the Company | Director Since | |||||||
Leonard A. Comma
| 48 | Chairman of the Board & Chief Executive Officer | 2014 | |||||||
David L. Goebel
| 67 | Independent Director | 2008 | |||||||
Sharon P. John
| 53 | Independent Director | 2014 | |||||||
Madeleine A. Kleiner
| 66 | Independent Director | 2011 | |||||||
Michael W. Murphy
| 60 | Independent Director | 2002 | |||||||
James M. Myers
| 60 | Independent Director | 2010 | |||||||
David M. Tehle
| 61 | Independent Director | 2004 | |||||||
John T. Wyatt
| 62 | Independent Director | 2010 | |||||||
Vivien M. Yeung
| 45 | Independent Director | 2017 | |||||||
2022.
| | Name | | | Age | | | Position(s) with the Company | | | Director Since | |
| | David L. Goebel | | | 71 | | | Independent Non-Executive Chairman of the Board | | | 2008 | |
| | Darin S. Harris | | | 53 | | | Chief Executive Officer and Director | | | 2020 | |
| | Sharon P. John | | | 57 | | | Independent Director | | | 2014 | |
| | Madeleine A. Kleiner | | | 70 | | | Independent Director | | | 2011 | |
| | Michael W. Murphy | | | 64 | | | Independent Director | | | 2002 | |
| | James M. Myers | | | 64 | | | Independent Director | | | 2010 | |
| | David M. Tehle | | | 65 | | | Independent Director | | | 2004 | |
| | Vivien M. Yeung | | | 49 | | | Independent Director | | | 2017 | |
14 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 17 |
| | ||||||||||||
| | | |
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. From May 2012 until October 2014, Mr. Comma served as President, and from November 2010 to January 1, 2014, as Chief Operating Officer of Jack in the Box Inc. 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 ExxonMobil Corporation since 1989, with his last position as a Regional Manager with responsibility for supporting more than 300 franchisees.
Qualifications:
Mr. Comma has more than 25 years of experience at two major public companies with extensive retail and franchise operations, including for the past four years as Chairman and CEO of Jack in the Box Inc. 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. Mr. Comma 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.
 | | | David L. Goebel | | | Qualifications: • Mr. Goebel has more than 40 years of experience in the retail, food service, and hospitality industries. 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; his work as an executive consultant; his relevant industry experience, including his 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; and his service on other private and public boards. |
| | Non-Executive Chairman of the Board; Director Since December 2008 | | ||||
| | Mr. Goebel has been a director of the Company since December 2008 and has served as Non-Executive Chairman of the Board since June 2020. He is a partner and Faculty Member for The ExCo Group LLC (formerly Merryck & Co. | | ||||
Americas), a worldwide firm that provides peer to peer mentoring services for CEOs and senior business executives. 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 a fast-casual healthy concept under the name Cultivare Greens & Grains and a fast- casual pizza concept under the name Pie Five Pizza Company. Mr. Goebel also served as acting President and CEO of Mr. Goodcents Franchise Systems, Inc. from 2010 until December 2014. 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, he 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. Since 2017, Mr. Goebel has served on the board of directors of Wingstop Inc. which operates and franchises more than 1,500 fast-casual restaurant locations across the United States and internationally. He currently serves as the Chair of their Compensation Committee and a member of their Nominating and Corporate Governance Committee. Since October 2021, Mr. Goebel has also served on the board of directors of Murphy USA Inc., a leading marketer of retail motor fuel products and convenience merchandise, where he serves as a member of the Audit Committee and Executive Compensation Committee. | | |||||
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT15
18 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
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 firm that provides peer to peer mentoring services for CEOs and senior business executives. 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 also served as acting President and CEO of Mr. Goodcents Franchise Systems, Inc., the franchisor of Goodcents, from 2010 until December 2014. 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, he was the Chief Operating Officer of Finest Foodservice, LLC, a Boston Chicken/Boston Market franchise that he founded andco-owned, which was responsible for developing 80 restaurants within a seven-state area from 1994 until 1998. In November 2017, Mr. Goebel joined the board of directors of Wingstop Inc. which operates and franchises more than 1,000 fast-casual restaurant locations across the United States and internationally.
Qualifications:
Mr. Goebel has more than 40 years of experience in the retail, food service, and hospitality industries. 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; his work as an executive consultant; his relevant industry experience, including his 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; and his service on other private and public boards.
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, President and a member of the Board of Directors ofBuild-A-Bear Workshop, Inc. since June 2013. From January 2010 through May 2013, Ms. John served as President of Stride Rite Children’s Group LLC, a division of Wolverine Worldwide, Inc., a global designer, manufacturer and marketer of footwear and apparel. 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.
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.
16 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
 | | | Darin S. Harris | | | Qualifications: • Mr. Harris has more than 25 years of leadership experience in the restaurant industry encompassing operations, franchising, brand strategy, and restaurant development. His professional expertise and knowledge of our business, our industry, and our competitive position bring an important Company perspective to the Board. | ||
| | Chief Executive Officer; Director Since June 2020 | | ||||||
| | Darin Harris began his role as Chief Executive Officer and joined the Board of Directors in June 2020. He was previously CEO of North America for flexible working company, IWG PLC, Regus, | | ||||||
North America, from April 2018 to May 2020. Prior to that, from August 2013 to January 2018, Mr. Harris served as Chief Executive Officer of CiCi’s Enterprises LP. Mr. Harris also previously served as Chief Operating Officer for Primrose Schools from October 2008 to July 2013. He previously held franchise leadership roles as Senior Vice President at Arby’s Restaurant Group, Inc, from June 2005 to October 2008 and Vice President, Franchise and Corporate Development at Captain D’s Seafood, Inc., from May 2000 to January 2004. He was also a prior franchise operator of multiple Papa John’s Pizza and Qdoba Mexican Grill restaurants from November 2002 to June 2005. Since October 2021, Mr. Harris has also served on the board of directors of Shipley Do-nut Flour & Supply Co. | | |||||||
 | | | Sharon P. John | | | 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. |
| | Director Since September 2014 | | ||||
| | Ms. John has been a director of the Company since September 2014. Ms. John has been the Chief Executive Officer, President and a member of the Board of Directors of Build-A-Bear Workshop, Inc. since June 2013. From | | ||||
January 2010 through May 2013, Ms. John served as President of Stride Rite Children’s Group LLC, a division of Wolverine Worldwide, Inc., a global designer, manufacturer and marketer of footwear and apparel. 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 served in a range of roles at Mattel, Inc. She started her career in the advertising industry. | | |||||
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 19 |
| | PROPOSAL ONE — ELECTION OF DIRECTORS | | | |
 | | | Madeleine A. Kleiner | | | 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. |
| | 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 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 Compensation Committee. Ms. Kleiner also serves on the board of directors of the Ladies Professional Golf Association (“LPGA”) and the Reserve Club. | | |||||
 | | | Michael W. Murphy | | | Qualifications: • Mr. Murphy’s qualifications to serve on our Board include his business and management experience leading Sharp HealthCare, an integrated healthcare delivery system with multiple facilities and more than 18,000 employees, his experience as a senior financial officer of Sharp HealthCare, and his experience as a Certified Public Accountant, and former partner at Deloitte. 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. |
| | Director Since September 2002 | | ||||
| | Mr. Murphy has been a director of the Company since September 2002 and is currently Chair of the Compensation Committee. Mr. Murphy served as President and Chief Executive Officer of Sharp HealthCare from April 1996 until his | | ||||
retirement in February 2019, and as member of the Sharp Board from 2007 through his retirement. Sharp is a comprehensive healthcare delivery system 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. | | |||||
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 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.
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.
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 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.
Qualifications:
Mr. Murphy’s qualifications to serve on our Board include his business and management experience leading Sharp HealthCare, an integrated healthcare delivery system with multiple facilities and more than 18,000 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.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT17
20 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
James M. Myers
Director Since December 2010
Mr. Myers has been a director of the Company since December 2010. Mr. Myers has served as Chairman of the Board of Petco, the national pet supplies retailer since July 2015, and was also Petco’s Chief Executive Officer from 2004 until February 1, 2017. Previously, Mr. Myers held the following positions at Petco: President from 2011 until 2015; Chief Financial Officer from 1998 to 2004; and Vice President and Controller from 1990. Prior to that, 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, ane-commerce retailer and public company, from 2004 to 2006, when Provide Commerce was acquired. Mr. Myers served on the audit committee at Provide Commerce.
Qualifications:
Mr. Myers’ qualifications to serve on our Board include more than 35 years of financial and retail operations experience, including 10 years as a CPA and public company auditor with KPMG LLP and 25 years with Petco, a national specialty retail chain with more than 1,500 stores in all 50 states, Puerto Rico and Mexico. Mr. Myers brings to the Board his 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, as well as prior experience of serving on a public company board and audit committee.
 | | | James M. Myers | | | Qualifications: • Mr. Myers’ qualifications to serve on our Board include more than 35 years of financial and retail operations experience, including 10 years as a CPA and public company auditor with KPMG LLP and 25 years with Petco, a national specialty retail chain with more than 1,500 stores in all 50 states, Puerto Rico and Mexico. Mr. Myers brings to the Board his 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, as well as prior experience of serving on a public company board and audit committee. |
| | Director Since December 2010 | | ||||
| | Mr. Myers has been a director of the Company since December 2010 and is currently Chair of the Finance Committee. Mr. Myers served as Chairman of the Board of Petco, the national pet supplies retailer from July 2015 until September | | ||||
2018 and was also Petco’s Chief Executive Officer from 2004 until February 2017. Previously, Mr. Myers held the following positions at Petco: President from 2011 until 2015; Chief Financial Officer from 1998 to 2004; and Vice President and Controller from 1990. Prior to that, Mr. Myers was a Certified Public Accountant with KPMG LLP. | | |||||
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 served as Executive Vice President and Chief Financial Officer of Dollar General Corporation, a publicly traded company, from June 2004 until his retirement in June 2015. Prior to that, Mr. Tehle served from 1997 to 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. Since February 2016, Mr. Tehle has served on the board of directors of Genesco Inc., a specialty retailer, selling footwear, headwear, sports apparel and accessories, where he serves on the audit committee. Since July 2016, he has served on the board of US Foods Holding Corp., where he chairs the audit committee. In July 2017, Mr. Tehle joined the Board of National Vision, Inc. where he chairs the audit committee.
Qualifications:
Mr. Tehle’s qualifications to serve on our Board include his lengthy experience in senior financial management at public companies in the retail and manufacturing industries, and his service on three other boards of public companies in the retail and food service sectors. As an active CFO through June 2015, he was 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.
 | | | David M. Tehle | | | Qualifications: • Mr. Tehle’s qualifications to serve on our Board include his lengthy experience in senior financial management at public companies in the retail and manufacturing industries, and his service on other boards of public companies in the retail and food service sectors. As an active CFO through June 2015, he was 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. |
| | Director Since December 2004 | | ||||
| | Mr. Tehle has been a director of the Company since December 2004 and is currently Chair of the Audit Committee. He served as Executive Vice President and Chief Financial Officer of Dollar General Corporation, a publicly traded | | ||||
company, from 2004 until his retirement in 2015. Prior to that, Mr. Tehle served from 1997 to 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. Mr. Tehle served on the board of directors of Genesco, Inc. from February 2016 through June 2019. Since July 2016, he has served on the board of US Foods Holding Corp., where he chairs the Audit Committee; and since July 2017, on the Board of National Vision, Inc. where he also chairs the Audit Committee. | | |||||
18 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 21 |
| | ||||||||||||
| | | |
 | | | Vivien M. Yeung | | | Qualifications: • Ms. Yeung’s qualifications to serve on our Board include her current strategic consulting work and recent strategic roles at publicly traded global retail companies, as well as her broad background in strategy development across channel development, marketing, product management, international growth, pricing and new business development, including at Kohl’s, Lululemon, Starbucks, and as a consultant at Bain. |
| | Director Since April 2017 | | ||||
| | Ms. Yeung has been a director of the Company since April 2017. Ms. Yeung is currently serving as the Executive Vice President & Chief Strategy Officer of Kohl’s Corporation. From January 2018 until November 29, 2019, Ms. | | ||||
Yeung served as General Manager, Venture at Lululemon Athletica Inc, a healthy lifestyle inspired athletic apparel company. She previously served as that company’s Chief Strategy Officer from May 2015 to January 2018, and as Vice President, Strategy from November 2011 to May 2015. From 2008 until 2011, Ms. Yeung was an independent consultant working with philanthropies, non-profit organizations and small to medium-sized enterprises on strategy development. From 2002 to 2008, she held positions with increasing responsibilities at Starbucks Coffee Company, a global premium food and beverage retailer, leading strategy development and process improvement for its North America, International, and Global Product organizations. Ms. Yeung started her career with Bain & Company, a global strategy consulting firm, advising clients on growth, operational and investment strategies across Greater China, Southeast Asia and Australia. | | |||||
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 KinderCare Education, an early childhood education 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.
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.
Vivien M. Yeung
Director Since April 2017
Ms. Yeung has been a director of the Company since April 2017. Ms. Yeung has served as General Manager, Venture at Lululemon Athletica Inc, a healthy lifestyle inspired athletic apparel company, since December 2017. She previously served as that company’s Chief Strategy Officer since May 2015, and as Vice President, Strategy from November 2011 to May 2015. From 2008 until 2011, Ms. Yeung was an independent consultant working with philanthropies,non-profit organizations and small to medium enterprises on strategy development. From 2002 to 2008, she held positions with increasing responsibilities at Starbucks Coffee Company, a global premium food and beverage retailer, leading strategy development and process improvement for its North America, International, and Global Product organizations. Ms. Yeung started her career with Bain & Company, a global strategy consulting firm, advising clients on growth, operational and investment strategies across Greater China, Southeast Asia and Australia.
Qualifications:
Ms. Yeung’s qualifications to serve on our Board include her current and recent strategic roles at a publicly traded global retail company, as well as her broad background in strategy development across channel development, marketing, product management, international growth, pricing and new business development, including at Starbucks and as a consultant at Bain.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT19
22 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
The Board has analyzed the independence of each Director. It has determined that all but Mr. CommaHarris 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. Mr. CommaHarris is our current Chief Executive Officer and an employee, and therefore he is not considered “independent” as that term is defined by the relevant listing rules and governance guidelines.
All of the
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 ofseparating these two positions enables our Chairman and CEO puts Mr. Comma in the best position to use hisin-depth knowledge of our industry, our business and its challenges, and our stakeholders, including our stockholders, employees, franchisees and guests, to providelead the Board withof Directors in its oversight and advisory roles and allows our Chief Executive Officer to focus on supervising the informationCompany’s day-to-day business operations and leadership needed to set agendasdeveloping and direction forimplementing the Company. The Board does not believe that having an independent Chairman would makeCompany’s business strategies and objectives. Because of the Board’s risk oversight processes more effective. The Board noted that, during Mr. Comma’s tenure as Chairman and CEO, and Mr. Goebel’s service as Lead Director,many responsibilities of the Board has received timelyof Directors and relevant information regarding the Company’s business.
20 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
|
In reaching its conclusion, the Board also considered the longstanding policiessignificant time and practices at Jack in the Box Inc. for strong, independent oversight, including:
a Board with a high degree of independence, including only onenon-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 performanceeffort required by each of the Chairman and the Chief Executive Officer by the Compensation Committee, which evaluation is then discussed with the independent directors ofto perform their respective duties, the Board believes that at this time having separate persons in executive session;
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 23 |
regular executive sessions held byTABLE OF CONTENTS
| | CORPORATE GOVERNANCE | | | |
the abilitypreside at meetings of the independent directors to call meetingsas well as the Board, and he will, in consultation with the CEO and other directors, establish the agenda for each Board of Director’s meeting. The Chairman
Chief Executive Officer or otherwise an independent director, the Board shall appoint a strong, independent Lead Independent Director who has oversight responsibility for executive sessions and information flow to the Board.
Based on these factors, the Board has concluded that retaining the current Board leadership structure provides valuable stability and effective leadership.
The independent directors have appointed Mr. Goebel to serve as Lead Director.shall be an “independent” 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;
serve on the Executive Committee;
preside at the executive sessions of the independent directors held following each scheduled board meeting;
act as a key communication channel between the Board and the CEO;
lead the Board in determining the format and adequacy of information the directors receive;
call meetings of independent directors; and
if requested by major stockholders, ensure that he or she is available for consultation and direct communication.
other specific
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT21
Board oversees ongoing plans for management development and retention, as well as executive succession, including CEO succession. At times, the Board will delegate to the Compensation Committee or, as it has recently done, to an Ad Hoc Succession Planning Committee of the Board, responsibility to review and advise on succession planning, in
24 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CORPORATE GOVERNANCE | |
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 underRule 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 Rule16b-3 under the Securities Exchange Act of 1934, as amended, (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 ofRule 10C-1 under the Securities Exchange Act of 1934.
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 2017.
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.
22 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. |
CORPORATE GOVERNANCE
2021.
evaluating director candidates for nomination;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 Management and reports to the Board major risk exposures in connection with matters overseen by the Committee. Its activities include:
evaluating the appropriate Board size;
reviewing and recommending corporate governance guidelines to the Board;
providing oversight with respect to the annual evaluation of Board, Committee and individual director performance;
|
overseeing the Company’s political and charitable contributions;
recommending director education.
The
26 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CORPORATE GOVERNANCE | |
The following are some of the factors generally considered by the Nominating and Governance Committee in evaluating director candidates:
the appropriate size of the Board;
the perceived needs of the Company for particular skills, background, and business experience;
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT23
|
the skills, background, reputation and experience of the nominees, including whether those qualities add to a diversity of experiences, backgrounds, individuals, viewpoints and perspectives on the Board;
leadership, character and integrity;
independence from Management and from potential conflicts of interest with the Company;
experience with accounting rules and practices;
experience with executive compensation;
applicable regulatory and listing requirements, including independence requirements and legal considerations;
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.
Directors c/o Office of the Corporate Secretary
9330 Balboa Avenue
The
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, a candidate must deliver
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 27 |
| | CORPORATE GOVERNANCE | | | |
is a party to any voting commitment that has not been disclosed to the Company;
is a party to any voting commitment that could limit the nominee’s ability to carry out a director’s fiduciary duties;
is a party to any arrangements for compensation, reimbursement, or indemnification in connection with
will comply with the Company’s publicly disclosed policies and guidelines.
24 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
interlocking
Limitation on Other Board Service.Non-employee directors may not serve on the boards of more than three other public companies. Our corporate officersCorporate Officers are generally limited to serving on no more than one outside public company board, taking into consideration the time commitment and potential business conflicts inherent in such service.
Governance Committees conducts a separate evaluation of its own performance and the adequacy of its charter. The Nominating and Governance Committee coordinates the evaluation of individual directors and of the Board operations, and reviews and reports to the Board on the outcome of these
28 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CORPORATE GOVERNANCE | |
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT25
JACK IN THE BOX INC. |��� 2022 PROXY STATEMENT 29 |
| | ||||||||
| | | |
Director
generally occur only after such review. ThereThe last review occurred in July 2020 when the Committee’s independent compensation consultant Semler Brossy (prior to August 2021) provided competitive market data of directors in the Company’s fiscal 2021
30 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | DIRECTOR COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS | |
2017
Annual Board Service: | $65,000 | |||||||
Lead Director: | $17,500 | |||||||
| Committee | Committee Chair(1) | Committee Membership | ||||||
Audit
|
$
|
25,000
|
|
$
|
10,000
|
| ||
Compensation
|
$
|
25,000
|
|
$
|
7,500
|
| ||
Finance
|
$
|
12,500
|
|
$
|
5,000
|
| ||
Nominating & Governance
|
$
|
12,500
|
|
$
|
5,000
|
| ||
| | Annual Board Service | | | $65,000 | |
| | Chairman | | | $45,000 | |
| | Lead Director(1) | | | $17,500 | |
(1) | Only applies if an independent board member does not occupy the Chairman role. |
| | Committee | | | Committee Chair(1) | | | Committee Membership | |
| | Audit | | | $25,000 | | | $10,000 | |
| | Compensation | | | $25,000 | | | $7,500 | |
| | Finance | | | $12,500 | | | $5,000 | |
| | Nominating & Governance | | | $12,500 | | | $5,000 | |
(1) | Includes Committee membership retainer |
Jack in the Box Inc. Deferred Compensation Plan forNon-Management Directors (the “Director Deferred“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 Common Stock on the NASDAQ Stock Market for the 10 trading days immediately preceding the date the deferred compensation is credited to the director’s account. 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 the director’s termination of service from the Board. The Director Deferred Compensation Plan is anon-qualified plan under the IRC.
Internal Revenue Code.
26 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
|
c. Annual Equity Grant — Restricted Stock Units
RSUs cause the value of directors’ share ownership to rise and fall with that of other stockholders, serving the objective of long-term alignment with stockholder interests.
RSUs are a prevalent form of director compensation among the Company’s Peer Group.
closing
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 31 |
| | DIRECTOR COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS | | | |
| Name | Board Service Effective Date | Direct Holdings/ Unvested RSUs | Deferred Units & Common Stock Equivalents | Total Value | ||||||||||||
Mr. Goebel
|
|
Dec. 2008
|
|
$
|
1,665,067
|
|
$
|
482,082
|
|
$
|
2,147,149
|
| ||||
Ms. John
|
|
Sept. 2014
|
|
$
|
345,509
|
|
$
|
0
|
|
$
|
345,509
|
| ||||
Ms. Kleiner
|
|
Sept. 2011
|
|
$
|
765,725
|
|
$
|
578,090
|
|
$
|
1,343,815
|
| ||||
Mr. Murphy
|
|
Sept. 2002
|
|
$
|
165,722
|
|
$
|
6,063,934
|
|
$
|
6,229,656
|
| ||||
Mr. Myers
|
|
Dec. 2010
|
|
$
|
693,056
|
|
$
|
941,945
|
|
$
|
1,635,001
|
| ||||
Mr. Tehle
|
|
Dec. 2004
|
|
$
|
354,376
|
|
$
|
4,726,540
|
|
$
|
5,080,916
|
| ||||
Mr. Wyatt
|
|
May 2010
|
|
$
|
713,542
|
|
$
|
880,385
|
|
$
|
1,593,927
|
| ||||
Ms. Yeung
|
|
April 2017
|
|
$
|
0
|
|
$
|
0
|
|
$
|
0
|
| ||||
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT27
| | Name | | | Board Service Effective Date | | | Direct Holdings/ Unvested RSUs | | | Deferred Units & Common Stock Equivalents | | | Total Value | |
| | Mr. Goebel | | | Dec. 2008 | | | $791,602 | | | $1,436,725 | | | $2,228,327 | |
| | Ms. John | | | Sept.2014 | | | $327,587 | | | $449,188 | | | $776,775 | |
| | Ms. Kleiner | | | Sept.2011 | | | $737,867 | | | $1,020,674 | | | $1,758,541 | |
| | Mr. Murphy | | | Sept.2002 | | | $85,479 | | | $6,607,962 | | | $6,693,441 | |
| | Mr. Myers | | | Dec.2010 | | | $666,916 | | | $1,783,418 | | | $2,450,334 | |
| | Mr. Tehle | | | Dec.2004 | | | $769,312 | | | $4,863,054 | | | $5,632,366 | |
| | Ms. Yeung | | | April2017 | | | $85,479 | | | $683,136 | | | $768,615 | |
32 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
For fiscal 2017, the average annual compensation of directors was $177,857, comprised of (i) $87,857 in cash and (ii) $90,000 in RSUs. This average excludes dividend payments on deferred accounts and thepro-rated compensation paid to Ms. Yeung.
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | All Other Compensation (3) | Total | ||||||||||||
Mr. Goebel
|
$
|
95,000
|
|
$
|
90,000
|
|
$
|
6,564
|
|
$
|
191,564
|
| ||||
Ms. John
|
$
|
77,500
|
|
$
|
90,000
|
|
$
|
0
|
|
$
|
167,500
|
| ||||
Ms. Kleiner
|
$
|
85,000
|
|
$
|
90,000
|
|
$
|
1,508
|
|
$
|
176,508
|
| ||||
Mr. Murphy
|
$
|
95,000
|
|
$
|
90,000
|
|
$
|
78,852
|
|
$
|
263,852
|
| ||||
Mr. Myers
|
$
|
80,000
|
|
$
|
90,000
|
|
$
|
11,315
|
|
$
|
181,315
|
| ||||
Mr. Tehle
|
$
|
87,500
|
|
$
|
90,000
|
|
$
|
53,412
|
|
$
|
230,912
|
| ||||
Mr. Wyatt
|
$
|
95,000
|
|
$
|
90,000
|
|
$
|
3,202
|
|
$
|
188,202
|
| ||||
Ms. Yeung
|
$
|
70,769
|
|
$
|
0
|
|
$
|
0
|
|
$
|
70,769
|
| ||||
| | Name | | | Fees Earned or Paid in Cash(2) | | | Stock Awards(3) | | | All Other Compensation(4) | | | Total | |
| | Ms. Birch(1) | | | $0 | | | $0 | | | $0 | | | $0 | |
| | Mr. Gainor(1) | | | $0 | | | $0 | | | $0 | | | $0 | |
| | Mr. Goebel | | | $61,250 | | | $135,000 | | | $22,942 | | | $219,192 | |
| | Ms. John | | | $38,750 | | | $90,000 | | | $7,011 | | | $135,761 | |
| | Ms. Kleiner | | | $43,750 | | | $90,000 | | | $8,710 | | | $142,460 | |
| | Mr. Murphy | | | $47,500 | | | $90,000 | | | $95,263 | | | $232,763 | |
| | Mr. Myers | | | $43,750 | | | $90,000 | | | $26,322 | | | $160,072 | |
| | Mr. Tehle | | | $47,500 | | | $90,000 | | | $60,822 | | | $198,322 | |
| | Ms. Yeung | | | $40,000 | | | $90,000 | | | $10,544 | | | $140,544 | |
(1) |
(2) | “Fees Earned or Paid in Cash” reflects Board and Committee retainers paid to each director in | Messrs. Goebel and Myers). |
(3) | “Stock Awards” reflects the grant date fair value of RSUs granted under the 2004 Stock Incentive Plan, computed in accordance with ASC 718. |
(4) | The amount reported in the “All Other Compensation” column reflects four dividend payments made during fiscal |
Outstanding Equity at Fiscal Year-End
The table below sets forth the aggregate number of unvested and deferred RSUs held by ournon-employee directors at the end of fiscal 2017.
| Name | Unvested RSUs | Deferred RSUs | ||||||
Mr. Goebel
|
|
957
|
|
|
2,333
|
| ||
Ms. John
|
|
957
|
|
|
0
|
| ||
Ms. Kleiner
|
|
957
|
|
|
5,647
|
| ||
Mr. Murphy
|
|
957
|
|
|
11,471
|
| ||
Mr. Myers
|
|
957
|
|
|
2,957
|
| ||
Mr. Tehle
|
|
957
|
|
|
14,640
|
| ||
Mr. Wyatt
|
|
957
|
|
|
8,596
|
| ||
Ms. Yeung
|
|
0
|
|
|
0
|
| ||
28 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 33 |
| | ||||||||||||
| | | |
3, 2021.
Company. The Audit Committee also has considered whether the provision ofnon-audit services to the Company is compatible with the independence of the independent auditor.
In connection with the Company’s evaluation of potential alternatives with respect to the Qdoba brand, during 2017 the Audit Committee approved the scope and fees for the engagement of KPMG to perform audit services in connection with the Qdoba business on a separate,carved-out basis.
Michael W. Murphy,
David M. Tehle
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT29
34 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
| 2017 | 2016 | |||||||
Audit Fees (1)
|
$
|
1,098,414
|
|
$
|
1,003,001
|
| ||
Qdoba Audit Fees(2)
|
|
880,000
|
|
|
—
|
| ||
Tax Fees (3)
|
|
612
|
|
|
8,750
|
| ||
All Other Fees
|
|
—
|
|
|
—
|
| ||
KPMG Total Fees
|
$
|
1,979,026
|
|
$
|
1,011,751
|
| ||
| | | | 2021 | | | 2020 | | |
| | Audit Fees(1) | | | $1,091,883 | | | $1,421,196 | |
| | Securitization Related Audit Fees(2) | | | $110,000 | | | $110,000 | |
| | Tax and other Fees | | | $— | | | $— | |
| | KPMG Total Fees | | | $1,201,883 | | | $1,531,196 | |
(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 Form10-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) |
|
|
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 CommitteePre-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 apre-approval policy in accordance with applicable securities rules. The Audit Committee’spre-approval policy is set forth in the Audit CommitteePre-Approval Policy, which is available on our website athttp://investors.jackinthebox.com.
30 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 35 |
| | ||||||||||||
| | | |
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT31
36 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
(CIO).
Pay for Performance Orientation• Competitive, Targeted PayPay.. We target executive base salary, total cash compensation, and total direct compensation to deliver competitive pay for performance that meets expectations, and the opportunity for higher pay only if performance exceeds expectations.• Pay MixMix.. Our executive compensation program includes a mix of fixed and variable compensation, with a majoritysignificant portion of target compensation in the form of annual and long-term incentives that directly tie to achievement of key Company financial and strategic goals and drive long-term stockholder value.• Long-Term IncentivesIncentive (“LTI”).. Annual equity awards for our NEOs in fiscal 2021 included a mix of stock options, performance shares (“PSUs”) and time-vested restricted stock units (“RSUs”), equally weighted, and with holding requirements. The PSUs vest three years after the grant dependingdate with the final number of PSUs earned based on the Company’s achievement of Company financial goals over a three-fiscal year period. The grant guidelines, goals, and performance metrics for the LTIPSU awards granted in November 2016December 2020 for the performance period fiscal 2017-20192021-2023 are further described in the CD&A.• 20172021 Annual IncentivesIncentive.. In 2017,2021, our NEOs’ annual incentive opportunity was based partly on two financial metrics, (1) Operating Earnings Per Share (“EPS”EBIT (weighted 50%) and (2) System Same-Store Sales (weighted 30%), with (a) the Brand Services executives’and Strategic Goals (weighted 20%). The total incentive also partly based on a consolidated Restaurant Operating Margin (“ROM”) target;payout attained was between target and (b) the Jackmaximum performance, as described further in the Box and Qdoba Brand Presidents’ incentive opportunity partly based on their respective brand’s Earnings from Operations and ROM.CD&A.The three Brand Services NEOs earned an annual incentive payment based on the Company performing just above its threshold financial performance target for EPS. As the Company did not achieve its threshold consolidated ROM target (on a consolidated basis or by either brand), there was no payout for ROM.The Jack in the Box and Qdoba Brand Presidents earned an annual incentive payment based on the Company’s EPS achievement, which was a smaller proportion of their total incentive opportunity than it was for the Brand Services executives. As neither brand met its threshold financial targets on Earnings from Operations or ROM, there was no payout for these metrics.
32 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 37 |
| | ||||||||||||
| | | |
| • | Equity Awards. The largest portion of our NEOs’ total pay is delivered in equity awards |
Option awards
pre-established performance goals. All RSUs,RSU and PSUs beginningPSU awards granted in fiscal 2016,2021 to our NEOs and other executive officers are subject to a holding requirement, of at leastwhereby each executive must hold 50% ofafter-tax net shares resulting from the vesting of such awards until the executive’s termination or retirement.
| • | Stock Ownership Requirement. Our NEOs and other |
| • | No Evergreen – No Repricing. We do not have an evergreen plan, and we prohibit repricing equity awards without stockholder approval. |
| • | No Pledging or |
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT33
38 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
Our fiscal year 20172021 NEOs are:
| | • Darin S. Harris | | | ||
|
|
Chief Executive Officer (“CEO”), our principal executive officer | | ||
| | • Timothy E. Mullany(1) | ||||
| |
| Executive Vice President, Chief Financial Officer (“CFO”), our principal financial officer | | |
| | • Dawn E. Hooper(2) | | | Vice President, Controller and Financial Reporting, our former interim principal financial officer (“Interim PFO”) | |
| • Ryan L. Ostrom(1) |
| |
| |
|
|
| |||
|
| Executive Vice President, Chief | | ||
| | • Dean C. Gordon | | | Senior Vice President, Chief Supply Chain Officer (“CSCO”) | |
| | • Steven Piano(1) | | | Senior Vice President, Chief People Officer (“CPO”) | |
| | • Andrew T. Martin(3) | | | (Former) Senior Vice President, Chief Information Officer (“CIO”) | |
(1) | Messrs. Mullany, Ostrom and |
(2) | Ms. Hooper was appointed Interim Principal Financial Officer |
(3) | Mr. Martin separated employment with the Company on May 7, 2021. |
| | Executive Summary | | | Section I | |
| |||||
Compensation Principles and Objectives | | | Section II | | |
| Compensation Competitive Analysis | | | Section III | |
| Elements of Compensation | | | Section IV | |
| Compensation Decision-Making Process | | | Section V | |
| Fiscal | | | Section VI | |
| Additional Compensation Information | | | Section VII |
34 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
| | ||||||||
| | CEO Pay Ratio Disclosure | | | Section VIII |
|
Jack in the Box is committed to responsibly 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 fiscal 20172021 performance, compensation framework and pay actions, targeted total direct compensation, and CEO pay for performance alignment.a. Fiscal 20172021 ReviewFiscal 2021 was another uniquely challenging year for the restaurant industry, but due to our innovation, perseverance, and continued focus on making significant progress on our strategic pillars and growth objectives, it was also a very exciting year for Jack in the Box, our employees, franchisees, and the communities in which we operate, as we laid much of the foundation for the brand’s future success.In spite of significant challenges posed by the COVID pandemic, fiscal 2021 included many achievements. We continued to successfully execute on our growth strategy by, among other things, improving our relationship and alignment with franchisees, kickstarting our unit growth strategy, creating modular and flexible restaurant designs, and enhancing the digital experience for our guests. Furthermore, we strengthened our uniquely broad menu, with the addition of Spicy Tiny Tacos and an improved Cluck Sandwich, as well as the return of Popcorn Chicken and Monster Tacos.
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 39 |
The Financial and Operational Results CD&A — I. EXECUTIVE SUMMARY Our marketing and advertising efforts during fiscal 2021 – including the “Jackletes” college athlete platform, owning Chicken (Alaska), and a partnership with musician and viral star Jason Derulo – also built brand awareness and drove sales. In addition to these accomplishments, we also continued to drive systemwide financial and operational performance, and for the eleventh consecutive year, we achieved same-store sales growth.Returns to StockholdersCompany’sCompany returned approximately $237.6 million to shareholders through stock price increased 6.2%buybacks and dividends in Fiscal 2021, and continues to $101.92 per share at fiscalyear-end (“FYE”) 2017, versus $95.94 at FYE 2016, on top ofoffer a 20.4% increaseviable long-term opportunity for shareholders seeking a value-oriented stock with a new, growth-focused strategy in FY 2016.Cumulative total shareholder return increased year over year, and increased for the sixth consecutive year in fiscal 2017. TheTSR-CEOpay-for-performance alignment graph in Section I.d. below illustrates how CEO pay has corresponded to performance over the last five years.While we made progress on key strategic initiatives, fiscal 2017 was a challenging year forSystemwide sales increased 13.1% year-over-year. The increase is inclusive of the Company.Systemwide same-store sales grew 0.5% at Jackfavorable 53rd week in the Box (“JIB”), but declined 1.4% at Qdoba.• Consolidated restaurant operating margin (“ROM”)System same-store sales1(1) declined 260 basis points to 17.6%increased 10.3% year-over-year, marking the eleventh consecutive year of same-store sales with JIB margin down 110 basis points to 20.1% of sales, and Qdoba margins down 450 basis points to 13.6% of sales.growth.Total revenues increased 12.0% year-over-year. The increase is inclusive of the favorable 53rd week in the fourth quarter of 2021, which resulted in incremental revenue of approximately $21.3 million.• Operating Earnings Per Share (“Operating EPS”)2 of $3.88Net earnings and diluted earnings per share (“EPS”)(2)increased approximately 3% over prior year, excluding84.7% and 90.9% year-over-year, respectively.Earnings from operations increased 25.7% year-over-year.• Adjusted EBITDA(3) increased 20.9% year-over-year to $331.4 million. The increase is inclusive of the $0.09 benefit from thefavorable 53rd week in fiscal 2016.the fourth quarter of 2021, which resulted in incremental Adjusted EBITDA of $5.6 million.• Restaurant level margin(4) decreased 40 basis points year-over-year to 24.2% of company-owned restaurant sales.• Franchise level margin(4) increased 210 basis points year-over-year to 42.0%, or $317.6 million.The Company made progress onkey strategic initiatives, including reducing our corporate generalNet units decreased 1.0% year-over-year with 37 closures and administrative expenses (“G&A”), and refranchising 178 JIB restaurants which increased our franchise mix from 82% at14 store openings during the end of fiscal 2016 to 88% at 2017 fiscalyear-end.year.Impact on Incentive CompensationThe Operating EPS result was just slightly above the minimum threshold goal for annual incentive compensation.
The Company fell short of its threshold goals on systemwide sales and ROM at both brands.
As a result, the CEO and other Brand Services NEOs received annual incentive payouts of less than 9% of target, and the Jack in the Box and Qdoba brand presidents received below 4% of target.
Other
During fiscal 2017, the Company retained Morgan Stanley & Co. LLC to assist our Board of Directors in its evaluation of potential strategic alternatives with respect to the Qdoba business, as well as other ways to enhance shareholder value. Following the completion of a robust process, our Board determined that the sale of Qdoba is the best alternative for enhancing shareholder value and is consistent with our desire to transition to a less capital-intensive business model. In December 2017, we announced that the Company had entered into an agreement to sell Qdoba Restaurant Corporation for approximately $305 million in cash. The transaction is expected to close by April 2018.
(1) |
|
(2) | Fiscal year 2020 Diluted EPS included non-recurring items, notably a pension settlement charge and the sale of a corporate office building, that affect the comparability to fiscal year 2021 Diluted EPS. |
(3) | Adjusted EBITDA represents net earnings on a GAAP basis excluding income taxes, interest expense, net, gains or losses on the sale of company-operated restaurants, impairment and other charges, net, depreciation and amortization, the amortization of franchise tenant improvement allowances and other, and pension settlement charges. See “Appendix A - Reconciliation of Non-GAAP Measurements to GAAP Results.” |
(4) | Restaurant-Level Margin and Franchise-Level Margin are non-GAAP |
(5) | Operating EBIT is a non-GAAP measure defined by the Company as net earnings before interest expense, net and income taxes, excluding gains or losses on the sale of company operated restaurants and/or the sale of the corporate office facility, restructuring costs and/or other non-recurring charges, any gain or loss associated with the Company’s corporate-owned life insurance policies (COLI), net period benefit costs/credits or settlement gain/loss related to the Company’s |
|
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT35
40 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
| |
| | Performance Metric | | | Weight | | | Target Goal | | | Maximum Goal | | | Result | | | Actual Payout(1) (% of Target) | |
| | Operating EBIT | | | | | | | | | | | | |||||
| | First-half FY21 goal | | | 25% | | | $125.8 million | | | $127.4 million | | | $144.7 million | | | CEO: 150% Other NEOs: 200% | |
| | Second-half FY21 goal | | | 25% | | | $125.0 million | | | $127.6 million | | | $132.0 million | | | CEO: 150% Other NEOs: 200% | |
| | System Same-Store Sales | | | | | | | | | | | | |||||
| | First-half FY21 goal | | | 15% | | | 10.4% | | | 12.4% | | | 15.9% | | | CEO: 150% Other NEOs: 200% | |
| | Second-half FY21 goal | | | 15% | | | 4.0% | | | 6.0% | | | 4.8% | | | CEO: 120% Other NEOs: 140% | |
| | Strategic Goals | | | | | | | | | | | | |||||
| | A. Be a Great Franchisor | | | 7.5% | | | See CD&A Section VI.b for a description of the pre-established strategic goals | | | A. Maximum | | | All NEOs: 150% | | |||
| | B. Brand Position and Strategy | | | 5% | | | B. Target | | | All NEOs: 100% | | ||||||
| | C. Ignite Development and Growth | | | 7.5% | | | C. Maximum | | | All NEOs: 150% | | ||||||
(1) | The maximum incentive payout for our CEO for both the financial goals and the strategic goals is 150% of target payout; and for our other NEOs, the maximum payout is 200% of target payout for the financial goals and 150% of target payout for the strategic goals. Performance and payouts are between performance levels and payout opportunity. |
| | Performance Metric | | | Weight | | | Target Goal | | | Result | | | Payout % of PSUs Granted | |
| | Adjusted Return on Invested Capital (ROIC) from Operations(6) (ROIC at FYE 2021) | | | 50% | | | 22.5% | | | 46.8% | | | 150.0% | |
| | Systemwide Sales ($M) (Goals set annually) | | | Year 1 – 16.7% | | | $3,566.0 | | | $3,504.7 | | | 69.3% | |
| | Year 2 – 16.7% | | | $3,631.0 | | | $3,672.7 | | | 116.5% | | |||
| | Year 3 – 16.7% | | | $3,933.0 | | | $4,155.3 | | | 150.0% | |
| (6) | Adjusted ROIC from Operations is calculated as after-tax earnings from operations, excluding gains or losses on the sale of company-operated restaurants and restructuring charges, divided by average invested capital (which excludes accumulated other comprehensive income or loss related to the Company’s retirement plans). |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 41 |
CD&A — I. EXECUTIVE SUMMARY b. Fiscal 20172021 Compensation Framework and Key Pay ActionsOur executive compensation program is designed to motivate, engage, and retain a talented executive leadership team and to appropriately reward them for their contributions to our business. Our performance measurement framework consists of a combination of financial and operationalmultiple performance metrics, varying time horizons, and multiple equity vehicles. The largest portion of our executives’ compensation is variable and is directly tied to the achievement of annual and longer-term financial and operating goals.goals, and stock price performance. In combination, these metrics and variablesvehicles provide a balanced and comprehensive view of performance and drive the Committee’s executive compensation decisions.Consistent with the fundamental principle that compensation programs should align pay with performance, the Company’s fiscal 20172021 performance directly impacted compensation decisions and pay outcomes, as shown below in the chart below that summarizes the compensation framework and key fiscal 20172021 performance measures and 2017 pay actions.
In fiscal 2017, the Company only gave pay increases to restaurant employees – no increases were given to NEOs, executives and staff as part of an enterprise-wide cost savings initiative. Base Salary Annual Incentive BRAND SERVICES CEO, CFO, CLO 70% Jack in the Box Inc. Operating Earnings Per Share (EPS) 30% Consolidated Restaurant Operating Margin (ROM) JACK IN THE BOX Brand President 30% Jack in the Box Inc. Operating Earnings Per Share (EPS) 40% JIB Earnings from Operations 30% JIB Restaurant Operating Margin (ROM) QDOBA Brand President 30% Jack in the Box Inc. Operating Earnings Per Share (EPS) 40% Qdoba Earnings from Operations 30% Qdoba Restaurant Operating Margin (ROM) 2017 Results Annual incentives were paid at 8.8% of target payout, based on the weighted results below. EPS was just above the minimum threshold goal (8.8% of target payout). Consolidated ROM did not reach the minimum threshold goal (No payout). 2017 Results Annual incentives were paid at 3.8% of target payout, based on the weighted results below. EPS was just above the minimum threshold goal (3.8% of target payout). JIB Earnings from Operations did not reach the minimum threshold goal (No payout). JIB ROM did not reach the minimum threshold goal (No payout). 2017 Results Annual incentives were paid at 3.8% of target payout, based on the weighted results below. EPS was just above the minimum threshold goal (3.8% of target payout). Qdoba Earnings from Operations did not reach the minimum threshold goal (No payout). Qdoba ROM did not reach the minimum threshold goal (No payout). Long-Term Incentive 34% Stock Options 33% vesting per year 7 year term 33% Performance Share Units (PSUs) Vesting based on performance goal achievement over three-fiscal year performance period,Measurement Framework with 50% holding requirement 33% Restricted Stock Units (RSUs) 25% vesting per year, with 50% holding requirement ROIC Goal (50%) Return on Invested Capital From Operations (“ROIC”) Sales Goal (50%) Consolidated Systemwide Sales (All Restaurants) 2017 Actions For the FY 2017-2019 PSU grant, the Committee established two goals: (1) an adjusted ROIC from Operations measure based on the third fiscal year of the three-fiscal year performance period (FY 2019), and (2) Consolidated Systemwide Sales Growth, with goals set annually at the beginning of each fiscal year of the three-fiscal year performance period. For the FY 2015-2017 PSU grant, the Committee certified goal achievement and approved a payout of 118.6% of target PSUs granted based on performance during the three-fiscal year performance period, as described in Section VI.c. of the CD&A.36 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT Base Salary • In November 2020, Mr. Gordon, Mr. Martin (our former CIO), and Ms. Hooper (who was serving as Interim PFO) received salary increases to maintain market competitiveness and recognize individual performance. Annual Incentive Fiscal 2021 Design 
Fiscal 2021 Results Annual incentives were paid at 143.3% of target payout for our CEO (maximum payout of 150% of target payout for both the financial goals and the strategic goals), and 179.2% of target payout for our other NEOs (maximum payout of 200% of target payout for the financial goals and 150% of target payout for the strategic goals), based on the weighted results described in CD&A Section VI.b. Payouts were prorated for NEOs who joined the Company during fiscal 2021. 42 JACK IN THE BOX INC. | 2022 PROXY STATEMENT
| | | | |||||||
| |
| | Long-Term Incentive | | ||||||
| | Fiscal 2021 Design | | ||||||
| | Ms. Hooper received an annual equity award of RSUs in December 2020 in her capacity as a non-executive officer that vests 33% per year over three years and is not subject to stock holding requirements. Mr. Martin forfeited the annual equity award he received in fiscal 2021 upon his separation of employment with the Company in May 2021. | | ||||||
| | Fiscal 2021 Actions Relating to PSU Grants | | ||||||
| | • For the FY 2021-2023 PSU grant, the Committee established two goals (1) an adjusted ROIC from Operations measure and (2) a Systemwide Sales growth measure, each based on performance at the end of the third fiscal year of the three-fiscal year performance period (FY 2023). | | ||||||
| | • For the FY 2019-2021 PSU grant, the Committee certified goal achievement and approved a payout of 131.0% of target PSUs granted, based on performance for the three-fiscal year performance period, as described in CD&A Section VI.c. | | ||||||
| | Special Pay Actions | | ||||||
| | • Upon the completion of Ms. Hooper ’s service as Interim PFO in January 2021, her base salary was adjusted to reflect the reduction of the $7,500 per month increase she received as Interim PFO. | | ||||||
| | • During fiscal 2021, in consultation with its independent compensation consultant, the Board established compensation packages to induce Messrs. Mullany, Ostrom, and Piano to join the Company, each of which included (a) a market-competitive salary, (b) a one-time cash bonus subject to repayment under certain circumstances, (c) an equity award of RSU/PSUs and/or a one-time RSU equity award, and (d) relocation assistance. Mr. Mullany received a one-time cash bonus of $150,000, and Messrs. Ostrom and Piano each received a one-time cash bonus of $200,000. In addition, pursuant to their compensation packages, Messrs. Mullany, Ostrom, and Piano were each eligible to receive receive a prorated annual incentive incentive based on the Company’s fiscal year performance, and they each received one or more equity awards as described in CD&A Section VI.c – “Equity Awards for New Executive Officers.” | | ||||||
| | • Mr. Martin separated employment with the Company in May 2021 in connection with the restructuring of the executive leadership team. He received severance benefits as described in the section entitled “Potential Payments on Termination of Employment or Change in Control” of this Proxy Statement. | | ||||||
JACK IN THE BOX INC.��� | 2022 PROXY STATEMENT 43 |
Salary Annual Incentive Long-Term Incentive (LTI) FY 2017 Annual TDC This d. CEO Compensation and Pay for Performance Alignment CD&A — I. EXECUTIVE SUMMARY c. Fiscal 2017 Targeted Total Direct Compensation2021 Pay MixThe chart below shows theA significant percentage breakdown of targetedour NEO’s target total direct compensation (“TDC”) (consisting of base salary, target annual incentive, and target long-term incentive) for each NEO in fiscal 2017. Target TDC is set within a competitive range of the median of “Market” compensation based on market data and advice provided by the Committee’s independent consultant (as described in Section III.a “Compensation Competitive Analysis”). Consistent with our objective of pay for performance alignment (described in Section II “Compensation Principles and Objectives”), the largest portion of compensation is variableat-risk pay delivered in the form of annual and long-term incentives, including annual incentive, stock options and PSUs. In fiscal 2017, 61.5%representing 80% of our CEO’s pay was at risk, and54%-55% of pay for our other NEOs was at risk.
CEO — 2017 TDCFor fiscal 2017, the Committee determined that the target TDC for our CEO, would be $5.7 millionand an average of 60% of target TDC for our other NEOs (excluding Ms. Hooper, who completed her Interim PFO assignment in January 2021 and participated in the compensation programs for her non-executive officer role as Vice President, Controller and Financial Reporting).The at-risk, performance-based components of our fiscal 2021 executive compensation program (consisting of base salary of $900,000, target annual incentive of $900,000, and target long-term incentivePSUs), represents 50% of $3.9 million), which was approximately 7% below thetarget TDC Market median. Target SCT (1) $ 900,000 $ 900,000 $ 900,000 $ 78,660 $ 3,900,000 $ 3,654,992 $ 5,700,000 $ 4,633,652 
(1)column showschart excludes (a) the CEO’s actualTDC--target TDC for Ms. Hooper, who did not participate in our executive compensation program for fiscal 2021, as reflected in the “Summary Compensation” (“SCT”)described above, and “Grants of Plan-Based Awards” tables. The difference between Target and SCT compensation is due to: (a) on the Annual Incentive,(b) Mr. Comma’s fiscal 2017 payout amounting to only 8.8% of target (due toMartin, who separated his employment with the Company substantially under-performing target performance on its goals); and (b) on the LTI: (i) the difference in stock price between the price on the actual grant date of the long-term incentive awards and the earlier60-day average price used by the Committee to establish the number of options, RSUs and PSUs to be granted; and (ii) the SCT use of the grant date fair value for RSU and PSU awards, as described in the footnotes to those tables.The LTI components are described in detail in proxy Section VI.d “Fiscal 2017 Compensation — Long-Term Incentive Compensation.”JACK IN THE BOX INC.ï 2018 PROXY STATEMENT37 CD&A — I. EXECUTIVE SUMMARY Each year, the Committee assesses our CEO’s actual compensation relative to the Company’s performance. The following graph below shows the relationship of our CEO’s actual TDC compared to our cumulative total shareholder return (TSR) performance in each of the last five fiscal years. Actual TDC in this chart includes base salary, actual annual incentive earned for the fiscal year, and the long-term incentive grant date award value, based on the stock price at the time of grant,all as detailedreported in the section immediately above. Pay for performance alignment is shown relative to the TDC of our current CEO, Mr. Comma, for fiscal 2014-2017, and relative to our former CEO, Ms. Lang, for fiscal 2013.SCT.
44 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CD&A — I. EXECUTIVE SUMMARY | |
(1) |
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e.Say-on-Pay Feedback from StockholdersIn 2017,2021, we sought an advisory vote from our stockholders regarding our executive compensation program and received a 96.3%92.8% favorable vote supporting the program. Each year, the Committee considers the results of the advisory vote as it completes its annual review of each pay element and the compensation 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 align executive pay with stockholder interests and provides competitive pay that encourages retention and effectively incentivizes performance of talented NEOs and 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 oursay-on-pay votes and our stockholders’ views when making future compensation decisions for the NEOs and executives.38 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 45 |
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Competitive target pay structure, including base salary, annual incentive, and long-term incentives that enable us to attract and retain talented, experienced executives who can deliver successful business performance and drive long-term stockholder value.
Pay for performance alignment, with a higher percentagethe largest proportion of executive pay in the form of annual and long-term incentives that directly tie payouts, if any, to the achievement of incentive goals.corporate goals and strategies.
Comprehensive goal setting, with financial, operational, and/orand strategic performance metrics that drive long-term stockholder value.
Incentivizing balanced short-term and long-term executive decision making, through variable compensation components (cash and stock) using varying timeframes.
Executive alignment with stockholder interests, through stock ownership and holding requirements.requirements that build and maintain an executive’s equity investment in the company.
Sound governance practices and principles in plan design and pay decisions, with the Committee considering both what and how performance is achieved.
Management of compensation risk, by establishing incentive goals that avoid placing too much emphasis on any one metric or performance time horizon, thereby discouraging excessive or unwise risk-taking.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT39
46 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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The Company’s performance against its financial and operationalperformance goals;
The mix of short-term and long-term compensation in the form of cash and equity-based compensation;
A review of “Market”market compensation data provided by the Committee’s independent consultant, which includes data from (a) proxy statement disclosures of our Peer Group (described below), and (b) a restaurant industry compensation survey, and (c) general industry data from national compensation surveys; and
The Company’s financial performance relative to our Peer Group.
We use a Peer Group to assess
our NEOs.
public restaurant companies that meet the above criteria, our Peer Group also includes retail companies, using the same criteria described above.
For 2017, the Committee’s independent consultant recommended that no changes be made to the Peer Group. At the time the Committeere-affirmed using the same Peer Group for fiscal 2017, the Peer Group members’ median trailing four-quarter revenue was $2.3 billion and the median market capitalization (as most recently reported) was $2.4 billion, compared with projected Jack in the Box Inc. trailing four-quarter revenue of $1.5 billion and market cap of $2.8 billion. For the Peer Group restaurant companies, median systemwide sales (as of their most recently completed fiscal year) was $4.4 billion, compared to $4.5 billion projected for Jack in the Box.
| | Company Name | | |||
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BJ’s Restaurants, Inc. |
Chuy’s Holdings Inc. | ||||
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Cracker Barrel Old Country Store, Inc. |
Del Taco Restaurants Inc. | ||||
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Denny’s Corporation Dine Brands Global Inc. | ||||
Domino’s Pizza, Inc. El Pollo Loco Holdings, Inc. Noodles & Co. | |
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Papa John’s International Inc. | |||||
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Red Robin Gourmet Burgers, Inc. Ruth’s Hospitality Group Inc. Shake Shack Inc. Texas Roadhouse, Inc. The Cheesecake Factory Inc. The Wendy’s Company Wingstop Inc. | | ||||
40 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 47 |
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Element / Type of Plan | | | Link to Compensation Objectives | | | Key Features | | |
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Current Year Performance | | |||||||
| Base Salary (Cash) | | | • Fixed | | | Competitive pay that is targeted to approximate a reasonable range of the median of the | |
| | Annual Incentive (Cash) | |||||||
| | • Variable • Motivates and rewards for achievement of annual | | | Incentives are targeted to approximate a reasonable range of the | | ||
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Multi-Year Performance | | |||||||
| Long-Term Incentive (LTI) (Equity) | | | • Variable compensation • Motivates and rewards for
• Promotes executive retention through and potential for wealth accumulation through stock appreciation. • Stock ownership and holding requirements align the financial interests of our executives with | | | The target LTI
pay-for-performance alignment. Performance Shares (PSUs): In fiscal VI.c. Restricted Stock Units (RSUs): In fiscal Beginning in fiscal 2022, RSU and PSU awards granted to Ms. Hooper received an annual equity award of RSUs that vests 33% per year over three years and is not subject to stock holding requirements. Ms. Hooper was only a NEO by reason of her Interim PFO role and was not a participant in the | |
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Attraction & Retention | | |||||||
| Perquisites (Cash) |
| | • Limited cash value for | | | A taxable benefit provided to | |
| purposes, and to assist with financial planning. Effective October 3, 2021, this benefit was eliminated. Ms. Hooper receives an annual car allowance that is provided to vice presidents that are non-executive officers. | ||||||||
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JACK IN THE BOX INC.ï 2018 PROXY STATEMENT41
48 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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Element / Type of Plan | | | Link to Compensation Objectives | | | Key Features | | |||
| | New Hire Awards, Sign-on Bonuses, and Relocation Assistance (Cash and Equity) | | | • Encourages employment, provides financial stability and retention over the longer-term. | | | To induce three of our NEOs (Messrs. Mullany, Ostrom, and Piano) to join the Company and to facilitate stock ownership prior to the next annual grant in fiscal 2022, the Company provided in each of their respective offer letters (a) a one-time cash bonus, (b) a one-time new hire equity award grant, and (c) relocation assistance, including a limited tax gross-up for certain relocation expenses consistent with the Company’s relocation policy. The respective amounts for each NEO is reported in the SCT and the “All Other Compensation Table”. | | ||
| Interim PFO Salary Increase (Cash) | | | • Increase in cash compensation for performing increased job responsibilities and to promote retention for Company success during limited critical time period. | | | Due to her appointment as Interim PFO, Ms. Hooper received a $7,500 per month increase in salary starting on August 10, 2020 and ending on January 24, 2021, following a one-week transition upon Mr. Mullany joining the Company as our Chief Financial Officer. | | ||
| | Retirement Benefits
(401(k), Pension) | | | • Provides market competitive benefits to attract and retain top talent. • Provides for retirement income to reward service and to encourage retention and commitment to the Company. | | | 401(k) Plan — The 401(k) Plan is a qualified deferred compensation plan that is available to all employees who are at least age 21. The 401(k) Plan includes a Company | annual IRC limits. Executive Deferred Compensation Plan (“EDCP”) — The EDCP is a non-qualified deferred compensation plan that is offered to highly-compensated employees. Participants may receive an annual restoration matching contribution if their deferrals to the 401(k) Plan (and related Company matching contributions) are limited due to tax code limits applicable to the 401(k) Plan. A participant must be employed on the last day of the calendar year to receive the restoration matching contribution. Pension — The Company’s employee pension plan
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42 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 49 |
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The Peer Group;
Our compensation principles and objectives;
The amount and form of executive compensation (pay increases, equity grants);
CEO performance and compensation, and executive officer compensation;
Annual and long-term incentive plans and benefit plans;
Performance metrics and goals, and the achievement of annual and long-term incentive plan goals;
Board compensation; and
Annual proxy statement/CD&A disclosure.
Attends Committee meetings; Provides independent advice to the Committee on current trends and best practices in compensation design and program alternatives, and advises on plans or practices that may improve effectiveness of our compensation program;b. Role of the Independent Compensation ConsultantThe Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”) as its independent compensation consultant through July 2021 to advise it regarding fiscal 2021 executive compensation decisions. In August 2021, the Committee replaced Semler Brossy with Meridian Compensation Partners (“Meridian” or the “Consultant”) as its new independent compensation consultant since January 2010.consultant. The Consultant reports directly to the Committee and performs no other work for the Company.Committee. The Committee has analyzed whetherassessed the workindependence of Semler Brossy as a compensation consultant raises any conflict of interest, taking into consideration the following factors: (i) whether Semler Brossy provides any other services to the Company; (ii) the amount of fees paid by the Company to Semler Brossy as a percentage of Semler 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 any executive officers 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 whom it employs. The Committee has determined, based on its analysis of the above factors, that the workeach of Semler Brossy and the individual compensation advisors employed bySemler Brossy as compensation consultants to the CommitteeMeridian and concluded that its respective engagements of these firms has not created any conflict of interest.The Consultant does the following for the Committee:
Reviews the CD&A and other compensation-related disclosures in our proxy statements;
Offers recommendations, insights and perspectives on compensation related matters;
Evaluates and advises the Committee regarding enterprise and related risks associated with executive compensation components, plans and structures; and
Assists the Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our stockholders.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT43
50 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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In
| 2017 Base Salary — No Increases | ||||||||||||
| Name | Fiscal 2016 Salary | Fiscal 2017 Salary | % Increase | |||||||||
Mr. Comma (CEO)
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$900,000
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$900,000
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0.0%
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Mr. Rebel (CFO)
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$564,000
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$564,000
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0.0%
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Ms. Allen (JIB President)
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$515,000
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$515,000
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0.0%
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Mr. Guilbault (Qdoba President)
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$375,000
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$375,000
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0.0%
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Mr. Rudolph (CLO)
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$512,000
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$512,000
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0.0%
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effective November 2020.
| | Name | | | Salary FYE 2020 | | | Salary FYE 2021 | | | % Increase | |
| | Mr. Harris (CEO)(1) | | | $825,000 | | | $825,000 | | | 0.0% | |
| | Mr. Mullany (CFO)(2) | | | N/A | | | $500,000 | | | N/A | |
| | Ms. Hooper (Interim PFO)(3) | | | $333,000 | | | $255,393 | | | -23.3% | |
| | Mr. Ostrom (CMO)(2) | | | N/A | | | $480,000 | | | N/A | |
| | Mr. Gordon (CSCO) | | | $363,000 | | | $374,000 | | | 3.0% | |
| | Mr. Piano (CPO)(2) | | | N/A | | | $420,000 | | | N/A | |
| | Mr. Martin (Former CIO)(4) | | | $356,000 | | | $366,000 | | | 2.8% | |
(1) | Mr. Harris joined the Company in June 2020 and did not receive an increase in November 2020. |
(2) | Messrs. Mullany, Ostrom, and Piano joined the Company in January 2021, February 2021, and April 2021, respectively. |
(3) | Upon the completion of Ms. Hooper’s service as Interim PFO in January 2021, her base salary was adjusted to reflect the reduction of the $7,500 per month increase she received as Interim PFO. |
(4) | Mr. Martin’s base salary applied through his separation of employment with the Company on May 7, 2021. |
follows:
| | Operating EBIT(1) | | | 50% | |
| | System Same-Store Sales(2) | | | 30% | |
| | Strategic Goals | | | 20% | |
economic conditions, and potential events that could impact future sales and earnings levels; (2) a sensitivity analysiscompetitive levels of Company and brand performance resultspayout relative to the incentive targets; and (3) the advice of the Committee’s Consultant. performance achievement. The process included consideration of:
| (1) | the Company’s fiscal 2021 operational plan and budget that included then-current economic conditions; |
| (2) | key Company initiatives to grow and strengthen the brand; |
| (3) | current and projected performance of the restaurant industry in general and companies within our Peer Group, and other potential internal and external events that could impact future sales and earnings levels; |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 51 |
| | CD&A — VI. FISCAL 2021 COMPENSATION | | | |
| (4) | a sensitivity analysis of performance results relative to the incentive targets; and |
| (5) | the advice of the Committee’s Consultant. |
| Brand Services Executives | JIB/Qdoba Brand Executives | |||||
70%
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Jack in the Box Inc. Operating EPS
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30%
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Jack in the Box Inc. Operating EPS
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30%
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Consolidated ROM
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40%
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JIB/Qdoba Brand Earnings from Operations
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30%
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JIB/Qdoba ROM
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2021 Performance Metrics | | | Why Goal Is Used | | |
| Operating | |
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This is a key performance metric for measuring operational | | |||
| | System Same-Store Sales(2) | | | System same-store sales is a key metric to best measure how well our franchise and company restaurants that have been opened for more than one year are performing financially, both in growing top-line sales and revenues (through royalty income from our franchise restaurants). It is also the basis to measure our success relative to | |
| | Strategic Goals: • Be a Great Franchisor • Brand Position and Strategy • Ignite Development and Growth | | | Strategic goals are critical to | |
(1) | Operating EBIT is a non-GAAP measure, defined by the Company as | |
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(2) |
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44 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
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Fiscal 20172021 Performance Results
The Company and Committee use a rigorous process to set challenging, yet reasonably attainable goals. This process includes (a) aligning annual goals with the fiscal year budget approved by the Board, (b) considering current and projected performance of the restaurant industry in general and companies within our peer group, (c) considering internal and external situations that could impact performance, and (d) ensuring appropriate and competitive levels ofoverall weighted payout relative to performance achievement.
Jack in the Box Inc. performance:The Company performed just above its minimum threshold goal set for fiscal 2017 Operating EPS ($3.77), but fell substantially short2021 goals was 143.3% of target performance ($4.65). The Company did not achievepayout for our CEO (maximum payout of 150% of target payout for both the minimum threshold goal setfinancial goals and the strategic goals), and 179.2% of target payout for Consolidated ROM (19.7%).
JIB performance:The JIB brand did not achieveour other NEOs (maximum payout of 200% of target payout for the minimum thresholdfinancial goals setand 150% of target payout for brand ROM (21.1%) or Earnings from Operations ($284.6 million).
Qdoba performance:The Qdoba brand did not achieve the minimum threshold goals set for Qdoba ROM (17.5%) or Earnings from Operations ($46.4 million)strategic goals).
The charts below show actual financial performance relative to the target performance forgoal in the two corporate goalsfirst half (Q1 and Q2) and the two JIBsecond half (Q3 and Qdoba brand-specific goals, respectively.
52 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CD&A — VI. FISCAL 2021 COMPENSATION | |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 53 |
| | CD&A — VI. FISCAL 2021 COMPENSATION | | | |
| | Strategic Goals (20%) | | ||||||||||||
| | | | THRESHOLD | | | TARGET | | | MAXIMUM | | ||||
| | Be a great Franchisor | | | 7.5% | | | Settlement of the NFA lawsuit, establishment of the Leadership Advisory Council and task forces comprised of franchisees. | | | Improve overall satisfaction score on the Franchise Relationship Survey by 5 pts, from 56% and 61%. | | | Improve overall satisfaction score on the Franchise Relationship Survey by 10 pts, from 56% to 66%. | |
| | Refine, communicate, and amplify our brand position and strategy | | | 5.0% | | | Complete segmentation study, rewrite garget segments, brand positioning, and brand story, and obtain franchisee alignment. | | | Launch a consumer-facing brand message and tagline in a dedicated campaign, aligning remaining annual product/promotion creative to live within the same strategy and message. Support with $30M+ advertising spend to FY21. | | | Improve "Brand Recommend" metric in the brand tracker study by 2% from 69% to 71%. | |
| | Ignite development and growth | | | 7.5% | | | Create and launch a franchise sales and marketing strategy that generates 500 leads in FY21. | | | Sign franchise development agreements for 10 restaurants planned for FY22. | | | Approve 18 new sites (company or franchise) in FY21 for operating in FY22. | |
| Potential Payout (As Percent of Annual Salary) | Target Incentive | Actual Payout (As Percent of Target Payout) | Actual Payout (As Percent of Annual Salary) | Actual Incentive Payout | ||||||||||||||||
| Target | Max | |||||||||||||||||||
Mr. Comma (CEO) | 100% | 200% | $ | 900,000 | 8.7 | % | 8.7 | % | $ | 78,660 | ||||||||||
Mr. Rebel (CFO) | 75% | 150% | $ | 423,000 | 8.9 | % | 6.7 | % | $ | 37,506 | ||||||||||
Ms. Allen (JIB President) | 75% | 150% | $ | 386,250 | 3.8 | % | 2.9 | % | $ | 14,678 | ||||||||||
Mr. Guilbault (Qdoba President) | 75% | 150% | $ | 281,250 | 3.8 | % | 2.9 | % | $ | 10,688 | ||||||||||
Mr. Rudolph (CLO) | 75% | 150% | $ | 384,000 | 8.9 | % | 6.7 | % | $ | 34,048 | ||||||||||
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT45
| | | | Potential Payout (% of Base Salary) | | | Actual Incentive Payout (% of Target) | | | Actual Incentive Payout (% of 2021 Base Salary) | | | Actual Incentive Payout | | ||||
| | | | Target | | | Maximum(1) | | ||||||||||
| | Mr. Harris (CEO) | | | 100% | | | 150% | | | 143.3% | | | 143.3% | | | $1,182,606 | |
| | Mr. Mullany (CFO) | | | 75% | | | 143% | | | 179.2% | | | 134.4% | | | $465,387(2) | |
| | Ms. Hooper (Former Interim PFO) | | | 30% | | | 57% | | | 179.2% | | | 53.8% | | | $153,920(2) | |
| | Mr. Ostrom (CMO) | | | 60% | | | 114% | | | 179.2% | | | 107.5% | | | $337,433(2) | |
| | Mr. Gordon (CSCO) | | | 50% | | | 95% | | | 179.2% | | | 89.6% | | | $335,090 | |
| | Mr. Piano (CPO) | | | 50% | | | 95% | | | 179.2% | | | 89.6% | | | $159,205(2) | |
| (*) | ||||||||
| Mr. Martin (Former CIO) separated employment with the Company during fiscal 2021 and was not eligible to receive payment under the AIP. |
(1) | Reflects, for our CEO, the maximum payout for both financial and strategic goals of 150% of target payout; and for our other NEOs, the maximum payout for financial goals of 200% of target payout, and for strategic goals, the maximum payout of 150% of target payout. |
(2) | For Messrs. Mullany Ostrom, and Piano, who were hired during fiscal 2021, the incentive payout is prorated based on hire date. Ms. Hooper’s actual payout was prorated using her salary for the period of time as Interim PFO and her salary for the period of time she resumed her current role of Vice President, Controller and Financial Reporting after our CFO was hired in January 2021. |
In
54 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CD&A — VI. FISCAL 2021 COMPENSATION | |
Vests at the end of the 3-fiscal year period based on goal achievement, and settled in stock; beginning fiscal 2016, after-tax net shares subject to stock holding requirement. Two performance metrics: ROIC from Operations (50%) - Measures efficient use of capital on adjusted ROIC from Operations for the third fiscal year of the performance period. Consolidated Systemwide Sales Growth (50%) - Three annual goals set at the beginning of each fiscal year; measures growth in sales of all company and franchise restaurants. 4-year vesting, 25% per year and settled in stock; after-tax net shares subject to stock holding requirement. 3-year vesting, 33% per year, and 7-year term. Exercise price is equal to the closing price of Jack in the Box Common Stock on the date of grant.
46 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
| | Award Type | | | Weight | | | Highlights | |
| | PSUs Performance-Based | | | 50% | | | • Cliff vest at the end of the 3-fiscal year performance period based on goal achievement | |
| | • Settled in stock | | ||||||
| | • 50% of after-tax net shares subject to stock holding requirement | | ||||||
| | • Two performance metrics: | | ||||||
| | Adjusted ROIC from Operations (50%) - measures efficient use of capital for the third fiscal year of the performance period | | ||||||
| | Systemwide Sales (50%) - measures sales of all franchise and company-operated restaurants for the third fiscal year of the performance period | | ||||||
| | RSUs | | | 50% | | | • Vest 25% per year over four years | |
| | • Settled in stock | | ||||||
| | • 50% of after-tax net shares subject to stock holding requirement | |
| * | Mr. Martin forfeited the annual equity award he received in fiscal 2021 upon his separation of employment with the Company in May 2021. |
Performance Shares
(PSUs)
These two metrics, Systemwide Sales and ROIC, support the critical drivers of our success: growingtop-line profitable sales profitably at both brands,in all franchise and company restaurants, and encouraging prudent deployment of capital to drive the business. For each metric, the Committee believes the goals set are appropriately challenging, yet reasonably attainable. The actual goals are not being disclosed before the end of the Performance Period because we believe such disclosure would be competitively harmful.
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 55 |
| | CD&A — VI. FISCAL 2021 COMPENSATION | | | |
Fiscal 2015-2017 PSU GoalsTo new CMO, Mr. Ostrom, who joined the Company in February 2021, the Committee approved an annual equity grant under our LTI program for fiscal 2021 equal to $600,000 at grant (PSUs and RSUs, weighted equally), with the number of shares determined using a 60-day average closing price of our Common Stock on and prior to the date of grant. The RSUs vest 25% per year over four years and PSUs cliff-vest at the end of the 3-fiscal year Performance
| Performance Period | Goal | FY15 Actual | FY16 Actual | FY17 Actual | ||||||||||||||||||
| Approved Measures | Weight | Threshold | Target | Maximum | ||||||||||||||||||
2015-2017
| ROIC from Operations (at FYE2017)
| 50%
| 13.2%
| 15.0%
| 17.9%
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| 17.7%
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2015 | Consolidated Systemwide Sales | 50% | $3.926 | $4.018 | $4.135 | $ | 4.149 | |||||||||||||||
2016 | (All Restaurants) ($ in billions) | $4.201 | $4.502 | $4.610 | $ | 4.330 | ||||||||||||||||
2017 | $4.288 | $4.502 | $4.581 | $ | 4.291 | |||||||||||||||||
Period based on goal achievement; and, upon vesting of PSUs and RSUs, 50% of the after-tax net shares are subject to our stock holding requirement.
table.
Executives receive an annual
| Name | Allowance | |||
Mr. Comma (CEO) | $ | 66,500 | ||
Mr. Rebel (CFO) | $ | 52,000 | ||
Ms. Allen (JIB President) | $ | 52,000 | ||
Mr. Guilbault (Qdoba President) | $ | 52,000 | ||
Mr. Rudolph (CLO) | $ | 52,000 | ||
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT47
56 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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| | Position | | | Minimum Ownership (base salary multiple) | |
CEO | | 6.0x | | ||
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Executive Vice President | | | 3.0x | | |
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Senior Vice President | | | 1.5x | |
2.Holding RequirementsRequirement
Beginning in fiscal 2014 for RSU grants and in fiscal 2016 for PSU grants, executives
Prior to 2011, the executive stock ownership program consisted ofone-time grants of restricted stock units that executives must hold until termination of service with the Company.
| Name | Shares Directly Held | Restricted Stock/ Unvested Shares (1) | Total Shares | Value at 10/01/17 @ $101.92 | Stock Requirement | Meets Requirement | ||||||||||||||||||
Mr. Comma (CEO) | 46,914 | 127,473 | 174,387 | $ | 17,773,523 | $ | 4,500,000 | Yes | ||||||||||||||||
Mr. Rebel (CFO) | 35,240 | 73,674 | 108,914 | $ | 11,100,515 | $ | 1,692,000 | Yes | ||||||||||||||||
Ms. Allen (JIB President) | 2,932 | 8,577 | 11,509 | $ | 1,172,997 | $ | 1,545,000 | No | ||||||||||||||||
Mr. Guilbault (Qdoba President) | 13,203 | 3,986 | 17,189 | $ | 1,751,903 | $ | 1,125,000 | Yes | ||||||||||||||||
Mr. Rudolph (CLO) | 23,612 | 68,741 | 92,353 | $ | 9,412,618 | $ | 1,536,000 | Yes | ||||||||||||||||
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48 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
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c. Retirement Plans
Defined Benefit Pension Plan (“Retirement Plan”). Four NEOs and all other All employees hired before 2011 (including one NEO currently serving, and one former NEO serving as Interim PFO for a portion of fiscal 2021) are participants in atax-qualified defined benefit pension plan. This plan was closed to new employees hired on or after January 1, 2011, and was “sunset” on December 31, 2015. This means that participants no longer accrue additional benefits based on additional pay and service as of that date. Participants may begin receiving their accrued benefit on or after retirement.
Supplemental Executive Retirement Plan (“SERP”). One of our NEOs and three other Company executives 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
Qualified 401(k) Plan (“401(k) Plan”).Effective January 1, 2016, our NEOs became eligible to defer base salary and annual incentive compensation through the Company’s The 401(k) Plan is a qualified defined contribution plan the 401(k) Plan. (Prior to that time, our NEOs and other highly compensated employees were excluded from participating.) The 401(k) Plan is available to all Company employees and provides to all employeesemployees. Employees who participate in the plan by deferringcan defer eligible compensation and receive a
Non-Qualified Deferred Compensation Plan (“EDCP”). In light of IRC limits imposed on the 401(k) Plan, we sponsor the EDCP Plan into whichwhereby our NEOsexecutive officers and other highly compensated employees may also defer up to 50% of their base salary and up to 85% of their annual incentive compensation. In coordination with the 401(k) Plan changes that took effect January 1, 2016, the EDCP Company matching contribution (previously 100% of the first three percent of compensation deferred) was replaced with a “restoration matching contribution.” This means the Company will match up to the full four percent potential matching contribution forFor participants whose compensation or deferrals to the 401(k) Plan (and related Company matching contributions) are limited due to the IRC limits applicable to the 401(k) Plan.Plan, the Company provides a “restoration matching contribution” to the EDCP of up to 4% of compensation deferred (as compensation is defined in the 401(k) Plan). A participant must be employed on the last day of the calendar year to receive the restoration matching contribution, which is then 100% vested. Company matching contributions made prior to January 1, 2016 vested at a rate of 25% per year (such that the match fully vests after completion of four full years of service with the Company). Participants choose from an array of investment options,
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 57 |
| | CD&A — VII. ADDITIONAL COMPENSATION INFORMATION | | | |
Enhanced EDCP. Due to Two NEOs currently serving, and one former NEO serving as Interim PFO for a portion of fiscal 2021 participated in the closure of the SERP in 2007, employees hired or promoted into a Corporate Vice President position between January 1, 2007 and May 7, 2015 receive a supplemental contribution to their EDCP account of four percent of base salary and annual incentive each year for up to ten years. During 2017, four of our NEOs received the enhanced EDCP.
Trading in “puts”, “calls”, or other derivative vehicles involving the Company’s securities (often referred to as hedging transactions);
Engaging inzero-cost collars, forward sales contracts or other hedging transactions in Company securities;
Holding Company securities in margin accounts; or
Pledging Company securities.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT49
|
e. Executive Compensation Recovery (“Clawback”) Policy
| i) | Annual incentive or incentive cash compensation paid to the Corporate Officer, plus a reasonable rate of interest, |
| ii) | Economic gains realized from the sale of shares awarded under a performance-based equity plan, and |
| iii) | Restricted stock or units (PSUs, RSUs), deferred stock awards or units, and outstanding stock options to the extent vesting of such awards is performance-based. |
None of the 2017 NEOs have employment agreements that provide for benefits upon termination of service, except (a) in the event of a change in control (“CIC”) (including for Mr. Guilbault, a change in control of the Qdoba business) as described in the “Compensation and Benefits Assurance Agreements” discussion in the next section; and (b) in the case of Ms. Allen, whose employment offer letter provides for her to receive one year base salary in the event she is terminated without cause.
Amounts contributed to and distributed under the Company’s qualified andnon-qualified deferred compensation plans (subject to the specific terms and requirements of IRC Section 409A).
Under the Company’s equity incentive plan and standard equity agreements, upon a CIC: (a) vesting of PSUs based on actual levels achieved for completed performance
Amounts accrued and vested in the Company’s pension plansplan (Retirement Plan for four NEOs; plus the SERP for Mr. Rebel only)two NEOs (Mr. Gordon and Ms. Hooper).
If termination is after the end of the fiscal year but before payment, the annual cash incentive award, subject to the Company’s achievement of performance goals.
58 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CD&A — VII. ADDITIONAL COMPENSATION INFORMATION | |
Accelerated vesting of options equal to 5% additional vesting for each full year of service with the Company.
Prorated vesting of PSUs and full vesting of time-vested RSUs inIn 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.
The values of additional potential payments to the NEOs are provided in the section entitled “Potential Payments Onon Termination of Employment or Change in Control” of this Proxy Statement.
50 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 59 |
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In 2009, in line with market practices, The Company does not provide a tax gross-up on any provisions of the Committee determined not to enter into any future compensatory agreements with executives that obligate the Company to provide taxgross-up payments intended to offset the cost of excise taxes imposed on “excess parachute payments.” Accordingly, no CIC Agreements entered into since 2009 includegross-up provisions. One grandfathered CIC Agreement, entered into with our CFO prior to 2009, was still in effect at fiscalyear-end, and includes agross-up provision. The CFO has announced his plan to retire in fiscal 2018.
In fiscal 2017, in connection with the Company’s evaluation of strategic alternatives with respect to Qdoba, the Company entered into a CIC agreement with the Qdoba Brand President that would be triggered upon his termination following a separation of the Qdoba business.
The Committee will continue to monitor the applicability of Section 162(m) to the Company’s ongoing compensation arrangements.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 $1 million limit on the amount of compensation that the Company can deduct in any one taxable year for certain NEOs.covered employees. Historically, certain performance-based paycompensation has been excluded from this limit. However, the performance-based paycompensation exemption has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to certain NEOscovered employees in excess of $1 million per taxable year will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.For the reasons discussed earlier, our2017 (the “Section 162(m) Transition Relief”).Our compensation programs have generallyhistorically been designed to provide the largestfor a substantial portion of an executive’s compensation to be delivered through programs generally 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 shares.options. However, corporate objectives may not necessarily align withany such compensation will no longer qualify for the requirements of Section 162(m). Accordingly, the Committee may grant awards or enter intoperformance-based compensation arrangements under which payments are not deductibleexemption under Section 162(m). For example, restricted stock awards are not considered performance-based under unless it qualifies for the Section 162(m) Transition Relief and accordingly, are subject to the $1 million deductibility limit. Despitedespite the Committee’s efforts to structure certain compensation into qualify for a manner intended to be exempt from Section 162(m) and therefore not subject to itsmaximum allowable tax deduction, limit, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issuedthereunder, including the uncertain scope of the transition relief under the legislation repealing the performance-based exemption from the deduction limit, no assurance can be given that such compensation intended to satisfywill be eligible for the requirements for exemption from the $1 million deductibility limit imposed by the Section 162(m) in fact will.. Further, the Committee may modify compensation that was initially intended to be exempt from the $1 million deductibilitylimit under Section 162(m) if it determines that such modifications are consistent with our business needs.Internal Revenue Code Section 409AUnder IRC Section 409A, amounts deferred by an employee under anon-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 and Option AwardsThe Company accounts for compensation expense associated with stock and option awards in accordance with the Financial Accounting Standards Board (“FASB”) authoritative guidance on stock compensation, and it uses a Black Scholes valuation model to determine the “fair value” of our stock options at grant. For further details regarding the accounting for the compensation expense associated with stock and option awards, refer to Note 12,Share-Based13, Share-Based Employee Compensationin the Company’s 20172020 Annual Report on Form10-K.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT51
60 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | CD&A — VIII. CEO PAY RATIO DISCLOSURE | |
| | CEO PAY RATIO | | ||||
| CEO Annual Total Compensation(1) | | | $4,709,511 | | |
| | Median Employee Annual Total Compensation | | | $19,128 | | |
| | CEO to Median Employee Pay Ratio | | | 246.2 | | |
(1) | As set forth in the fiscal 2021 Summary Compensation Table. |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 61 |
| | COMPENSATION COMMITTEE REPORT | | | |
3, 2021.
John T. Wyatt,
Madeleine A. Kleiner
52 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
62 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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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 and are 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 opportunities for certain position levels based on achievement of multiple annual performance goals including both financial, operational, and, for some years, strategic goals. Goals are set at reasonable levels and payouts are managed as a percentage of pay.
The maximum awards that may be paid to executive officers under the annual and long-term incentive programs are capped, and the Committee retains the discretion to reduce payouts under the plans.
The largest amount of executive incentive compensation opportunity is generally 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 termlonger-term Company results.
Equity awards have multi-year vesting, and RSU and PSU 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 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:
Prohibits directors and executive officers from engaging in hedging transactions involving our stock, which prevents executives from insulating themselves from poor stock performance by betting against our success;
Prohibits directors and officers from pledging Company stock or holding Company stock in margin accounts. This reduces the risk that executives might create incentives to focus on short-term performance at the expense of long-term performance; and
Has a formal ethics code of conduct and an ethics helpline and provides ethics training and communications to employees. The ethics program is intended to reinforce a culture of integrity.
The Company also has a Compensation Risk Committee that includes functional experts tasked specifically with evaluating potential unintended or unforeseen consequences of our compensation programs and their component parts.
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT53
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 63 |
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| | | |
Name & Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation (5) | Change in Pension Value & NQDC Earnings (6) | All Other Comp (7) | Total | |||||||||||||||||||||||||||
Mr. Comma | 2017 | $ | 900,000 | $ | 0 | $ | 2,796,728 | $ | 858,264 | $ | 78,660 | $ | 0 | $ | 114,281 | $ | 4,747,933 | |||||||||||||||||||
Chairman and CEO | 2016 | $ | 909,615 | $ | 0 | $ | 5,963,780 | $ | 703,380 | $ | 1,506,240 | $ | 97,294 | $ | 260,745 | $ | 9,441,054 | |||||||||||||||||||
| 2015 | $ | 842,308 | $ | 0 | $ | 2,631,761 | $ | 1,013,216 | $ | 1,632,000 | $ | 36,357 | $ | 239,702 | $ | 6,395,344 | ||||||||||||||||||||
Mr. Rebel | 2017 | $ | 564,000 | $ | 0 | $ | 618,362 | $ | 182,381 | $ | 37,506 | $ | 687,915 | $ | 176,235 | $ | 2,266,399 | |||||||||||||||||||
Executive Vice President, | 2016 | $ | 573,615 | $ | 0 | $ | 648,609 | $ | 170,813 | $ | 708,243 | $ | 1,620,465 | $ | 179,577 | $ | 3,901,322 | |||||||||||||||||||
Chief Financial Officer | 2015 | $ | 553,539 | $ | 0 | $ | 925,277 | $ | 283,110 | $ | 801,335 | $ | 1,256,873 | $ | 155,541 | $ | 3,975,675 | |||||||||||||||||||
Ms. Allen | 2017 | $ | 515,000 | $ | 0 | $ | 593,882 | $ | 182,381 | $ | 14,678 | $ | 0 | $ | 94,635 | $ | 1,400,576 | |||||||||||||||||||
JIB President | 2016 | $ | 522,596 | $ | 0 | $ | 489,171 | $ | 180,869 | $ | 644,651 | $ | 0 | $ | 146,770 | $ | 1,984,057 | |||||||||||||||||||
| 2015 | $ | 461,538 | $ | 200,000 | (2) | $ | 614,752 | $ | 171,581 | $ | 683,654 | $ | 0 | $ | 291,636 | $ | 2,423,161 | |||||||||||||||||||
Mr. Guilbault Qdoba President | 2017 | $ | 375,000 | $ | 0 | $ | 352,383 | $ | 116,922 | $ | 10,688 | $ | 577 | $ | 97,831 | $ | 953,401 | |||||||||||||||||||
Mr. Rudolph | 2017 | $ | 512,000 | $ | 0 | $ | 609,155 | $ | 182,381 | $ | 34,048 | $ | 2,578 | $ | 149,063 | $ | 1,489,225 | |||||||||||||||||||
Executive Vice President, | 2016 | $ | 520,308 | $ | 0 | $ | 612,256 | $ | 170,813 | $ | 642,944 | $ | 64,290 | $ | 186,302 | $ | 2,196,913 | |||||||||||||||||||
| Chief Legal and Risk Officer & Secretary | 2015 | $ | 499,385 | $ | 0 | $ | 731,084 | $ | 246,271 | $ | 723,508 | $ | 48,499 | $ | 171,248 | $ | 2,419,995 | |||||||||||||||||||
| | Name & Principal Position | | | Fiscal Year | | | Salary(1) | | | Bonus(2) | | | Stock Awards(3) | | | Option Awards(4) | | | Non-Equity Incentive Plan Compensation(5) | | | Change in Pension Value & NQDC Earnings(6) | | | All Other Comp(7) | | | Total | |
| | Mr. Harris CEO | | | 2021 | | | $840,865 | | | $0 | | | $2,634,444 | | | $0 | | | $1,182,606 | | | $0 | | | $51,596 | | | $4,709,511 | |
| | 2020 | | | $237,981 | | | $200,000 | | | $598,150 | | | $0 | | | $325,000 | | | $0 | | | $8,809 | | | $1,369,940 | | |||
| | Mr. Mullany(8) Executive Vice President, Chief Financial Officer | | | 2021 | | | $355,769 | | | $150,000 | | | $840,484 | | | $0 | | | $465,387 | | | $0 | | | $128,622 | | | $1,940,262 | |
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| | Ms. Hooper(9) Vice President, Controller and Financial Reporting (Former Interim Principal Financial Officer) | | | 2021 | | | $288,945 | | | $0 | | | $106,387 | | | $0 | | | $153,920 | | | $16,557 | | | $29,406 | | | $595,215 | |
| | 2020 | | | $254,375 | | | $0 | | | $45,446 | | | $0 | | | $106,995 | | | $103,562 | | | $25,324 | | | $535,702 | | |||
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| | Mr. Ostrom(10) Executive Vice President, Chief Marketing Officer | | | 2021 | | | $323,077 | | | $200,000 | | | $595,202 | | | $0 | | | $337,433 | | | $0 | | | $253,748 | | | $1,709,460 | |
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| | Mr. Gordon(11) Senior Vice President Chief Supply Chain Officer | | | 2021 | | | $379,712 | | | $0 | | | $228,865 | | | $0 | | | $335,090 | | | $9,995 | | | $52,208 | | | $1,005,870 | |
| | 2020 | | | $361,519 | | | $0 | | | $170,758 | | | $70,053 | | | $253,737 | | | $44,341 | | | $48,748 | | | $949,156 | | |||
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| | Mr. Piano(12) Senior Vice President Chief People Officer | | | 2021 | | | $185,769 | | | $200,000 | | | $246,337 | | | $0 | | | $159,205 | | | $0 | | | $203,177 | | | $994,488 | |
| | Mr. Martin(13) (Former) Senior Vice President Chief Information Officer | | | 2021 | | | $223,885 | | | $0 | | | $228,865 | | | $0 | | | $0 | | | $0 | | | $613,681 | | | $1,066,431 | |
| | 2020 | | | $354,519 | | | $0 | | | $141,887 | | | $56,034 | | | $248,844 | | | $0 | | | $49,185 | | | $850,469 | | |||
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(1) |
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(2) |
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(3) |
|
(4) |
|
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(5) |
|
(6) |
|
64 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | EXECUTIVE COMPENSATION | |
The |
| | All Other Compensation Table | | |||||||||||||||
| | | | Perquisite Allowance(a) | | | Deferred Compensation Matching Contribution(b) | | | Company- Paid Life Insurance Premiums | | | Other | | | Total All Other Compensation | | |
| | Mr. Harris (CEO) | | | $300 | | | $11,600 | | | $0 | | | $39,696(c) | | | $51,596 | |
| | Mr. Mullany (CFO) | | | $300 | | | $10,000 | | | $187 | | | $118,135(c) | | | $128,622 | |
| | Ms. Hooper (Former Interim PFO) | | | $12,037 | | | $17,369 | | | $0 | | | $0 | | | $29,406 | |
| | Mr. Ostrom (CMO) | | | $300 | | | $9,600 | | | $164 | | | $243,684(c) | | | $253,748 | |
| | Mr. Gordon (CSCO) | | | $25,073 | | | $26,678 | | | $457 | | | $0 | | | $52,208 | |
| | Mr. Piano (CPO) | | | $240 | | | $10,738 | | | $137 | | | $192,062(c) | | | $203,177 | |
| | Mr. Martin (Former CIO) | | | $15,138 | | | $5,515 | | | $0 | | | $592,746(d) | | | $613,681 | |
(a) | Reflects the technology allowance for Messrs. Harris, Mullany, Ostrom and |
54 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
|
|
| All Other Compensation Table | ||||||||||||||||||||
Perquisite Allowance | Deferred Compensation Matching Contribution (a) | Company- Paid Life Insurance Premiums | Other | Total All Other | ||||||||||||||||
Mr. Comma (CEO) | $ | 66,500 | $ | 47,781 | $ | 0 | $ | 0 | $ | 114,281 | ||||||||||
Mr. Rebel (CFO) | $ | 52,000 | $ | 23,813 | $ | 307 | $ | 100,115 | (b) | $ | 176,235 | |||||||||
Ms. Allen (JIB President) | $ | 52,000 | $ | 42,256 | $ | 379 | $ | 0 | $ | 94,635 | ||||||||||
Mr. Guilbault (Qdoba President) | $ | 52,000 | $ | 31,384 | $ | 599 | $ | 13,848 | (c) | $ | 97,831 | |||||||||
Mr. Rudolph (CLO) | $ | 52,000 | $ | 43,490 | $ | 384 | $ | 53,189 | (b) | $ | 149,063 | |||||||||
| (b) |
|
(c) |
| approved by the Compensation Committee. |
(d) |
| executive leadership team. He received cash payments totaling $592,746, which represents12 months of base pay, 12 months of the employer portion of COBRA premiums, a prorated annual incentive based on the Company’s fiscal 2021 performance; and, the cash equivalent for a portion of shares that would have vested within six months of his separation date. |
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT55
(8) | Mr. Mullany joined the Company on January 18, 2021 as Executive Vice President, Chief Financial Officer. |
(9) | Ms. Hooper completed her service as the Company’s interim principal financial officer (PFO) on January 24, 2021 after Mr. Mullany joined the Company in January 2021. Ms. Hooper was not a NEO in fiscal 2019; therefore, in accordance with the SEC’s disclosure rules, information regarding her compensation in fiscal 2019 is not included. |
(10) | Mr. Ostrom joined the Company on February 1, 2021 as Executive Vice President, Chief Marketing Officer. |
(11) | Mr. Gordon was not a NEO in fiscal 2019; therefore, in accordance with the SEC’s disclosure rules, information regarding his compensation in fiscal 2019 is not included. |
(12) | Mr. Piano joined the Company on April 26, 2021 as Senior Vice President, Chief People Officer. |
(13) | Mr. Martin separated employment with the Company on May 7, 2021. |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 65 |
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Grant Date(1) | Approval Date | Award Type(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3) | Estimated Future Payouts Under Equity Incentive Plan Awards (4) | All Other Stock or Units #(5) | All Other Securities Underlying Options # (6) | Exercise or Base Awards ($/Share) | Grant Date Fair Option Awards ($) (7) | ||||||||||||||||||||||||||||||||||||||||||||
| Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Comma (CEO) | 11/29/2016 | 11/17/2016 | PSU 15-17 | 1,264 | 2,528 | 3,792 | $ | 253,441 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 16-18 | 1,193 | 2,385 | 3,578 | $ | 239,120 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 17-19 | 4,513 | 9,025 | 13,538 | $ | 904,880 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | RSU | 13,538 | $ | 1,399,288 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | Option | 41,026 | $ | 104.95 | $ | 858,264 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/17/2016 | AIP | $ — | $ | 900,000 | $ | 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Rebel (CFO) | 11/29/2016 | 11/17/2016 | PSU 15-17 | 353 | 706 | 1,059 | $ | 70,800 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 16-18 | 290 | 579 | 869 | $ | 58,067 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 17-19 | 959 | 1,917 | 2,876 | $ | 192,232 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | RSU | 2,876 | $ | 297,263 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | Option | 8,718 | $ | 104.95 | $ | 182,381 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/17/2016 | AIP | $ — | $ | 423,000 | $ | 846,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Ms. Allen (JIB President) | 11/29/2016 | 11/17/2016 | PSU 15-17 | 214 | 428 | 642 | $ | 42,911 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 16-18 | 307 | 613 | 920 | $ | 61,476 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/29/2016 | PSU17-19 | 959 | 1,917 | 2,876 | $ | 192,232 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | RSU | 2,876 | $ | 297,263 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | Option | 8,718 | $ | 104.95 | $ | 182,381 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/17/2016 | AIP | $ — | $ | 386,250 | $ | 772,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Guilbault (Qdoba President) | 11/29/2016 | 11/17/2016 | PSU 15-17 | 107 | 214 | 321 | $ | 21,456 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/12/2016 | PSU 16-18 | 85 | 170 | 256 | $ | 17,078 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 17-19 | 615 | 1,229 | 1,844 | $ | 123,253 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | RSU | 1,844 | $ | 190,596 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | Option | 5,589 | $ | 104.95 | $ | 116,922 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/17/2016 | AIP | $ — | $ | 281,250 | $ | 562,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Mr. Rudolph (CLO) | 11/29/2016 | 11/17/2016 | PSU 15-17 | 307 | 614 | 922 | $ | 61,593 | ||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 16-18 | 290 | 579 | 869 | $ | 58,067 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | PSU 17-19 | 959 | 1,917 | 2,876 | $ | 192,232 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | RSU | 2,876 | $ | 297,263 | |||||||||||||||||||||||||||||||||||||||||||||||
| 11/29/2016 | 11/17/2016 | Option | 8,718 | $ | 104.95 | $ | 182,381 | |||||||||||||||||||||||||||||||||||||||||||||
| 11/17/2016 | AIP | $ — | $ | 384,000 | $ | 768,000 | ||||||||||||||||||||||||||||||||||||||||||||||
| | Name | | | Grant Date(1) | | | Approval Date(1) | | | Award Type(2) | | | Estimated Future Payouts Under Non-Equity incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity incentive Plan Awards(4) | | | Stock Awards: Number of Shares of Stock or Units(5) | | | Option Awards: Number of Securities Underlying Options | | | Exercise or Base Price of Option Awards ($/Share) | | | Grant Date Fair Value of Stock and Option Awards(6) | | ||||||||||||
| | Threshold | | | Target | | | Maximum | | | Threshold(#) | | | Target(#) | | | Maximum(#) | | ||||||||||||||||||||||||
| | Mr. Harris | | | | | 12/18/2020 | | | | | $82,500 | | | $825,000 | | | $1,237,500 | | | | | | | | | | | | | | | | |||||||||
| | (CEO) | | | 12/2/2020 | | | 11/12/2020 | | | RSU | | | | | | | | | | | | | | | 14,759 | | | | | | | $1,348,973 | | ||||||||
| | | | 12/21/2020 | | | 11/12/2020 | | | PSU 21-23 | | | | | | | | | 7,232 | | | 14,463 | | | 21,695 | | | | | | | | | $1,285,471 | | |||||||
| | Mr. Mullany | | | | | 12/18/2020 | | | | | $37,500 | | | $375,000 | | | $712,500 | | | | | | | | | | | | | | | | |||||||||
| | (CFO) | | | 2/1/2021 | | | 11/12/2020 | | | RSU-New Hire | | | | | | | | | | | | | | | 2,714 | | | | | | | $250,529 | | ||||||||
| | | | 2/1/2021 | | | 12/18/2020 | | | RSU | | | | | | | | | | | | | | | 3,256 | | | | | | | $300,561 | | |||||||||
| | | | 2/1/2021 | | | 12/18/2020 | | | PSU 21-23 | | | | | | | | | 1,628 | | | 3,256 | | | 4,884 | | | | | | | | | $289,393 | | |||||||
| | Ms. Hooper (Former Interim PFO) | | | | | 12/18/2020 | | | | | $10,500 | | | $105,000 | | | $199,500 | | | | | | | | | | | | | | | | |||||||||
| | | | 12/2/2020 | | | 11/12/2020 | | | RSU | | | | | | | | | | | | | | | 591 | | | | | | | $54,017 | | |||||||||
| | | | 2/4/2021 | | | 2/2/2021 | | | RSU-Special | | | | | | | | | | | | | | | 539 | | | | | | | $52,369 | | |||||||||
| | Mr. Ostrom | | | | | 12/18/2020 | | | | | $28,800 | | | $288,000 | | | $547,200 | | | | | | | | | | | | | | | | |||||||||
| | (CMO) | | | 2/15/2021 | | | 12/18/2020 | | | RSU | | | | | | | | | | | | | | | 3,169 | | | | | | | $313,541 | | ||||||||
| | | | 2/15/2021 | | | 12/18/2020 | | | PSU 21-23 | | | | | | | | | 1,585 | | | 3,169 | | | 4,754 | | | | | | | | | $281,661 | | |||||||
| | Mr. Gordon | | | | | 12/18/2020 | | | | | $18,700 | | | $187,000 | | | $355,300 | | | | | | | | | | | | | | | | |||||||||
| | (CSCO) | | | 12/2/2020 | | | 11/12/2020 | | | RSU | | | | | | | | | | | | | | | 1,181 | | | | | | | $107,943 | | ||||||||
| | | | 12/21/2020 | | | 11/12/2020 | | | PSU 19-21 | | | | | | | | | 101 | | | 203 | | | 304 | | | | | | | | | $17,998 | | |||||||
| | | | 12/21/2020 | | | 11/12/2020 | | | PSU 21-23 | | | | | | | | | 579 | | | 1,158 | | | 1,737 | | | | | | | | | $102,923 | | |||||||
| | Mr. Piano | | | | | 3/23/2021 | | | | | $21,000 | | | $210,000 | | | $399,000 | | | | | | | | | | | | | | | | |||||||||
| | (CPO) | | | 5/10/2021 | | | 3/23/2021 | | | RSU-New Hire | | | | | | | | | | | | | | | 2,035 | | | | | | | $246,337 | | ||||||||
| | Mr. Martin (Former CIO) | | | | | 12/18/2020 | | | | | $18,300 | | | $183,000 | | | $347,700 | | | | | | | | | | | | | | | | |||||||||
| | | | 12/2/2020 | | | 11/12/2020 | | | RSU | | | | | | | | | | | | | | | 1,181 | | | | | | | $107,943 | | |||||||||
| | | | 12/21/2020 | | | 11/12/2020 | | | PSU 19-21 | | | | | | | | | 101 | | | 203 | | | 304 | | | | | | | | | $17,998 | | |||||||
| | | | 12/21/2020 | | | 11/12/2020 | | | PSU 21-23 | | | | | | | | | 579 | | | 1,158 | | | 1,737 | | | | | | | | | $102,923 | | |||||||
(1) |
|
(2) | For PSU awards, |
(3) |
|
(4) |
|
(5) |
|
(6) |
|
|
56 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
66 JACK IN THE BOX INC. |
Option Grant Date Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) 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 ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Mr. Comma (CEO) Mr. Rebel (CFO) Ms. Allen (JIB President) Mr. Guilbault (Qdoba President) Mr. Rudolph (CLO) EXECUTIVE COMPENSATION 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 2017. Each option grant is shown separately and the vesting schedule is shown as Footnote 1 to the table.2021. The market value of the 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 29, 2017,October 3, 2021, which was $101.92. Option Awards(1) Stock Awards Name 11/25/2014 30,640 15,320 $ 73.53 11/25/2021 148,682 $ 15,153,669 18,656 $ 1,901,420 11/24/2015 14,455 28,910 $ 75.24 11/24/2022 11/29/2016 — 41,026 $ 104.95 11/29/2023 11/26/2013 25,263 — $ 47.29 11/26/2020 80,147 $ 8,168,582 4,216 $ 429,695 11/25/2014 8,561 4,281 $ 73.53 11/25/2021 11/24/2015 3,511 7,020 $ 75.24 11/24/2022 11/29/2016 — 8,718 $ 104.95 11/29/2023 11/25/2014 5,188 2,595 $ 73.53 11/25/2021 13,130 $ 1,338,210 4,334 $ 441,721 11/24/2015 3,717 7,434 $ 75.24 11/24/2022 11/24/2015 — 8,718 $ 104.95 11/29/2023 11/26/2013 1,925 — $ 47.29 11/26/2020 6,087 $ 620,387 2,003 $ 204,146 11/25/2014 1,297 1,297 $ 73.53 11/25/2021 11/24/2015 1,033 2,064 $ 75.24 11/24/2022 11/29/2016 — 5,589 $ 104.95 11/29/2023 11/25/2014 7,447 3,724 $ 73.53 11/25/2021 74,560 $ 7,599,155 4,216 $ 429,695 11/24/2015 3,511 7,020 $ 75.24 11/24/2022 11/29/2016 — 8,718 $ 104.95 11/29/2023 Option Awards(1) Stock Awards Name OptionGrantDate Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable(#) Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable(#) OptionExercisePrice($) OptionExpirationDate Number OfSharesor Unitsof StockThatHave NotVested(#)(1) MarketValue ofSharesor Unitsof StockThatHave NotVested($) EquityIncentivePlan Awards:Number ofUnearnedShares,Units orOther RightsThat HaveNot Vested(#)(2) EquityIncentivePlan Awards:Market orPayout Valueof UnearnedShares,Units orOther RightsThat HaveNot Vested($) Mr. Harris (CEO) — — — — — 21,167 $2,106,328 14,463 $1,439,213 Mr. Mullany (CFO) — — — — — 5,970 $594,075 3,256 $324,005 Ms. Hooper (Former Interim PFO) — — — — — 1,718 $170,958 — $— Mr. Ostrom
(CMO) — — — — — 3,169 $315,347 3,169 $315,347 Mr. Gordon(3)
(CSCO) 11/29/2016 2,051 — $104.95 11/29/2023 4,354 $433,267 2,135 $212,454 2/26/2018 4,859 — $90.06 2/26/2025 12/16/2019 1,669 3,338 $75.23 12/16/2026 Mr. Piano(CPO) — — — — — 2,035 $202,503 — $— Mr. Martin(4) (Former CIO) — — — — — — $— — $— (1)All option awards vest 33% each year for three years from date of grant.(2)The amounts in this column are:Reflects (a) unvested restricted stock awards or RSUs granted under the stock ownership program with vesting subject to the executive’s continued employment with the Company, and full vesting ten years from the grant date and issued only upon termination (Mr. Comma, 34,700; Mr. Rebel, 62,572; and Mr. Rudolph, 58,815);(b) unvested RSUs that vest (i) for each executive: (A) 20% each year for five years for grants prior to November 2015, and (B)executive, except Ms. Hooper, 25% each year forover four years beginning on the first anniversary of the grant date; and for Ms. Hooper, 33% each year over three years beginning on the regular November 2015first anniversary of the grant date; and 2016 grants (Mr. Comma, 40,213; Mr. Rebel, 11,102; Ms. Allen, 8,577; Mr. Guilbault, 3,986; and Mr. Rudolph, 9,926); and (ii)(b) for Mr. Comma’s FY 2016 special retention stock award: 49,560 RSUs that vest 50% four years after the date of grant and the remaining 50% five years after grant; and(c)Gordon, unvested PSUs for which the performance goals have been met for a completed performance period and that vest upon the third anniversary of the November 2014, November 2015 and November 20162018 grant dates,date (1,591), subject to the executive’shis continued employment with the Company (Mr. Comma, 24,209; Mr. Rebel, 6,473; Ms. Allen, 4,553; Mr. Guilbault, 2,101; and Mr. Rudolph, 5,819).(3)(2)This column showsReflects the number of unvested PSUs granted in November 2014, November 2015December 2019 and November 2016December 2020 at target payout level, for which the performance achievement was not yet known at fiscalyear-end (“FYE”), and that vestvests upon the third anniversary of each grant date. The share amount is reported at target payout level.JACK IN THE BOX INC.ï 2018 PROXY STATEMENT57(3)Options vest 33% per year beginning on the first anniversary of the grant date. (4)Mr. Martin separated employment with the Company on May 7, 2021 and all unvested equity awards were automatically forfeited. JACK IN THE BOX INC. | 2022 PROXY STATEMENT 67
| | ||||||||
| | | |
| 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) | 25,529 | $ | 1,474,431 | 36,557 | $ | 3,930,757 | ||||||||||
Mr. Rebel (CFO) | 0 | $ | 0 | 13,714 | $ | 1,471,296 | ||||||||||
Ms. Allen (JIB President) | 0 | $ | 0 | 2,836 | $ | 286,210 | ||||||||||
Mr. Guilbault (Qdoba President) | 1,297 | $ | 42,051 | 2,747 | $ | 295,673 | ||||||||||
Mr. Rudolph (CLO) | 20,722 | $ | 1,200,371 | 10,763 | $ | 1,155,575 | ||||||||||
| | | | 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. Harris (CEO) | | | — | | | $— | | | 2,137 | | | $259,752 | |
| | Mr. Mullany (CFO) | | | — | | | $— | | | — | | | $— | |
| | Ms. Hooper (Former Interim PFO) | | | — | | | $— | | | 558 | | | $51,377 | |
| | Mr. Ostrom (CMO) | | | — | | | $— | | | — | | | $— | |
| | Mr. Gordon (CSCO) | | | 2,171 | | | $55,511 | | | 1,845 | | | $169,989 | |
| | Mr. Piano (CPO) | | | — | | | $— | | | — | | | $— | |
| | Mr. Martin (Former CIO) | | | 6,914 | | | $205,346 | | | 1,627 | | | $149,884 | |
(1) |
|
Company’s Retirement Plan
for NEOs. The Retirement Plan is a Company-funded andtax-qualified retirement plan that was offered to eligible employees hired prior to January 1, 2011 that had reached age 21 and completed one year of service (at least 1,000 hours/year). Four NEOs who were hired prior to 2011 participate in the plan. Participants are 100% vested after completing five years (1,000 hours per year) of service. Ms. Hooper and Mr. Gordon were hired prior to 2011 and are vested participants in the plan. As of December 31, 2015, the Retirement Plan was “sunset” and employees no longer accrue additional benefits based on additional pay and service. 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) | 1% of the average of the five highest consecutive calendar years of pay |
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).PLUS(2) (2)
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 $20,000 (previously $15,000) 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. Executives and certain “highly compensated employees” who were hired or promoted into such position prior to January 1, 2007 (including one NEO) 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’stax-qualified plan. The SERP is unfunded and not qualified for tax purposes.
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’stax-qualified pension benefit, and other qualified andnon-qualified deferred compensation programs, the target 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.
58 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
68 JACK IN THE BOX INC. |
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 payments as early as age 55 subject to a reduction in benefits (equal to 5/12 of 1% for each month by which 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.
| | | | EXECUTIVE COMPENSATION | |
The SERP provides for spousal joint and survivor annuities.
| Pension Benefits Table | ||||||||||||||
| Plan Name (1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit at Normal Retirement Age ($) (2) | Payments During Last Year ($) | |||||||||||
Mr. Comma (CEO) | Retirement Plan | 14 | $ | 381,504 | $ | 0 | ||||||||
Mr. Rebel (CFO) | Retirement Plan | 12 | $ | 525,998 | $ | 0 | ||||||||
| SERP | 14 | $ | 6,676,481 | $ | 0 | |||||||||
Ms. Allen (JIB President) | None | N/A | N/A | N/A | ||||||||||
Mr. Guilbault (Qdoba President) | Retirement Plan | 11 | $ | 387,445 | $ | 0 | ||||||||
Mr. Rudolph (CLO) | Retirement Plan | 8 | $ | 335,935 | $ | 0 | ||||||||
| | Pension Benefits Table | | ||||||||||||
| | | | Plan Name(1) | | | Number of Years Credited Service (#) | | | Present Value of Accumulated Benefit at Normal Retirement Age ($)(2) | | | Payments During Last Year ($) | | |
| | Mr. Harris (CEO) | | | None | | | N/A | | | N/A | | | $0 | |
| | Mr. Mullany (CFO) | | | None | | | N/A | | | N/A | | | $0 | |
| | Ms. Hooper (Former Interim PFO) | | | Retirement Plan | | | 15 | | | $541,336 | | | $0 | |
| | Mr. Ostrom (CMO) | | | None | | | N/A | | | N/A | | | $0 | |
| | Mr. Gordon (CSCO) | | | Retirement Plan | | | 6 | | | $334,306 | | | $0 | |
| | Mr. Piano (CPO) | | | None | | | N/A | | | N/A | | | $0 | |
| | Mr. Martin (Former CIO) | | | None | | | N/A | | | N/A | | | $0 | |
(1) |
|
(2) |
|
In addition to eligibility to participate in the 401(k) Plan, the NEOs and other highly compensated employees are eligible to defer up to 50% of base salary and up to 85% of annual incentive pay to the EDCP, an unfunded,non-qualified deferred compensation plan, with benefits 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. In conjunction2005. To provide participants with the 401(k) Plan changes that took effect January 1, 2016, the EDCP Company matching contribution (previously 100% of the first three percent of compensation deferred) was replaced with a “restoration matching contribution.” This means the Company will matchopportunity to receive up to the full four percent potential matching contribution offered in the 401(k), the Company provides a “restoration matching contribution” to the EDCP for
participants
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. In January 2017, theten-year period during which Mr. Comma received the additional 4% Company EDCP contribution came to an
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT59
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end, and he ceased receiving these contributions. Participants become vested in the supplemental contribution at the rate of 25% per year (such that they are fully vested after completing four full years of service with the Company). The Enhanced EDCP was closed to new participants as of May 7, 2015.
The following table provides information on the contributions, earnings, withdrawals and distributions in the Executive Deferred Compensation Plan during fiscal 20172021 and the account balances as of the end of fiscal 2017. As of October 1, 2017, all NEOs, except Ms. Allen are 100% vested in Company contributions.
| Non-Qualified Deferred Compensation Plan Table | ||||||||||||||||||||
| Executive Contributions in Fiscal 2017(1) | Registrant Contributions In Fiscal 2017(2) | Aggregate Earnings in Fiscal 2017 | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE17 (3) | ||||||||||||||||
Mr. Comma (CEO) | $ | 232,866 | $ | 47,781 | $ | 297,892 | $ | — | $ | 3,798,771 | ||||||||||
Mr. Rebel (CFO) | $ | 24,435 | $ | 23,813 | $ | 91,907 | $ | — | $ | 1,325,431 | ||||||||||
Ms. Allen (JIB President) | $ | 37,518 | $ | 42,256 | $ | 53,470 | $ | — | $ | 527,627 | ||||||||||
Mr. Guilbault (Qdoba President) | $ | 58,922 | $ | 31,384 | $ | 172,368 | $ | — | $ | 2,365,906 | ||||||||||
Mr. Rudolph (CLO) | $ | 54,605 | $ | 43,490 | $ | 141,393 | $ | — | $ | 1,510,627 | ||||||||||
| | Non-Qualified Deferred Compensation Plan Table | | |||||||||||||||
| | | | Executive Contributions in Fiscal 2021(1) | | | Registrant Contributions In Fiscal 2021(2) | | | Aggregate Earnings in Fiscal 2021 | | | Aggregate Withdrawals/ Distributions | | | Aggregate Balance at FYE21(3) | | |
| | Mr. Harris (CEO) | | | $0 | | | $0 | | | $0 | | | $— | | | $0 | |
| | Mr. Mullany (CFO) | | | $0 | | | $0 | | | $0 | | | $— | | | $0 | |
| | Ms. Hooper (interim PFO) | | | $6,157 | | | $5,112 | | | $62,461 | | | $— | | | $346,447 | |
| | Mr. Ostrom (CMO) | | | $0 | | | $0 | | | $0 | | | $— | | | $0 | |
| | Mr. Gordon (CSCO) | | | $60,954 | | | $16,948 | | | $31,560 | | | $— | | | $690,542 | |
| | Mr. Piano (CPO) | | | $2,423 | | | $6,280 | | | $(6) | | | $— | | | $827 | |
| | Mr. Martin (Former CIO) | | | $0 | | | $0 | | | $81,690 | | | $— | | | $517,678 | |
(1) |
|
(2) |
|
(3) |
|
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 69 |
| | EXECUTIVE COMPENSATION | | | |
| (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. |
In connection with the Company’s evaluation of Qdoba strategic alternatives, in 2017, the Company entered into a second agreement with Mr. Guilbault, providing him similar benefits to the CIC Agreement in the event of his qualifying termination from Qdoba within 24 months following a separation of the Qdoba business (a “Qdoba CIC”), defined as either (a) a complete liquidation of Qdoba Restaurant
Corporation, or (b) the consummation of a sale or disposition of all or substantially all of the business or assets of the Qdoba business to an unrelated third party. The benefits are the same as those provided in the CIC agreement, except where specified below, and for Mr. Guilbault, references to a CIC below also include a Qdoba CIC.
These CIC Agreements provide certain specified benefits to the executive if, within twenty-four (24) full calendar months following the effective date of a CIC, his or her employment is terminated (“Qualifying Termination”):
| (i) | involuntarily other than for cause (which is defined in the agreements and includes acting deliberately and in bad faith or committing fraud), death, or disability, or |
| (ii) | voluntarily for good reason. Voluntary termination for good reason is generally defined as the executive’s resignation due to: (a) the assignment of the executive to duties or responsibilities inconsistent with his or her status, or a reduction or alteration in the nature or status of his or her duties or responsibilities in effect as of 90 days prior to the CIC event; (b) the acquiring company’s requirement that the executive be based at a location in excess of 50 miles from his or her location immediately prior to a CIC; (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. |
60 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
|
voluntary termination without good reason, or the Company’s involuntary termination of the executive’s employment for cause. CIC benefits under the CIC Agreements are also not provided in the event of a CIC when there is not a corresponding Qualifying Termination (except for a benefit for Mr. Guilbault in the event of a Qdoba CIC).
| 1. | A lump sum cash payment equal to his or her accrued but unpaid annual salary and unreimbursed business expenses. |
A lump sum cash amount equal to a multiple of the executive’s then-current annual salary, based on his or her position, as follows: |
| | | | Multiple of Base Salary | | |
| | Messrs. Harris, Mullany, and Ostrom | | 2.5x | | |
| Messrs. Gordon, Piano and Martin | | |||
1.5x | |
| * | Ms. Hooper, Interim PFO, 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 CIC times annual salary; or (b) the average dollar amount of the annual incentive paid for the last three fiscal years prior to the CIC. If an executive does not have three full years of incentive awards, the Company will apply the target incentive award percentage for each missed year. |
| 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 Period | | |
| | Messrs. Harris, Mullany, and Ostrom | | 30 months | | |
| Messrs. Gordon, Piano, and Martin | | 18 months | ||
| |
| 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. |
| 6. | Vesting of unvested restricted stock and RSUs, PSUs, andin-the-money stock options, in accordance with the terms of the applicable award agreement and stock incentive plan. |
|
|
|
Supplemental Executive Retirement Plan. For the one NEO who is a SERP participant, in the event of an involuntary termination (or material diminution in duties or responsibilities
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT61
70 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | ||||||
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or material downward change of title) within 24 months following
excise taxes and other applicable federal, state, and local income and employment taxes.
Termination of Employment Without Change in Control.In the event of a termination not related to a CIC, NEOs will receive amounts under the terms and provisions of the specific plans in which they are a participant, including the Retirement Plan the SERP and the EDCP, and with respect to
Mr. Rebel is the only NEO who is a SERP participant andHooper) are eligible to retire under that plan. Messrs. Rebel and Rudolph are both eligible to retirefor severance benefits under the Retirement plan.
62 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
| • |
JACK IN THE BOX INC. |
| | EXECUTIVE COMPENSATION | | | |
The potential payments assume that the termination and/or termination resulting from a CIC occurred on the last day of fiscal 2017,2021, October 1, 2017, 3, 2021,
| | | | Cash Payment(1) | | | Annual Incentive(2) | | | Continuation of Benefits(3) | | | Equity Incentive and Stock Awards(4) | | | Pension Benefits(5) | | | Total | | |
| | Mr. Harris (CEO) | | | | | | | | | | | | | | ||||||
| | Triggering Event | | | | | | | | | | | | | | ||||||
| | Voluntary | | | — | | | — | | | — | | | — | | | — | | | — | |
| | Involuntary Termination without Cause/Non-CIC Qualifying Termination | | | $1,650,000 | | | $1,182,606 | | | $35,739 | | | — | | | $— | | | $2,868,345 | |
| | Death or Disability | | | — | | | $1,182,606 | | | $— | | | $2,590,988 | | | $— | | | $3,773,594 | |
| | CIC/Qualifying Termination | | | $2,062,500(6) | | | $1,943,838 | | | $564,674 | | | $3,484,996 | | | $— | | | $7,546,008 | |
| | Mr. Mullany (CFO) | | | | | | | | | | | | | | ||||||
| | Voluntary | | | — | | | — | | | — | | | — | | | — | | | — | |
| | Involuntary Termination without Cause/Non-CIC Qualifying Termination | | | $500,000 | | | $465,387 | | | $14,602 | | | — | | | — | | | $979,989 | |
| | Death or Disability | | | — | | | $465,387 | | | — | | | $594,075 | | | — | | | $1,059,462 | |
| | CIC/Qualifying Termination | | | $1,250,000 | | | $1,012,823 | | | $31,904 | | | $918,080 | | | — | | | $3,212,807 | |
| | Ms. Hooper (Former Interim PFO) * | | | | | | | | | | | | | | ||||||
| | Triggering Event | | | | | | | | | | | | | | ||||||
| | Voluntary | | | — | | | — | | | — | | | — | | | $541,336 | | | $541,336 | |
| | Involuntary Termination without Cause/Non-CIC Qualifying Termination | | | $255,478 | | | — | | | $10,000 | | | — | | | $541,336 | | | $806,814 | |
| | Death or Disability | | | — | | | $101,914 | | | — | | | $97,221 | | | $541,336 | | | $740,471 | |
| | CIC/Qualifying Termination | | | — | | | — | | | — | | | — | | | — | | | — | |
| | Mr. Ostrom (CMO) | | | | | | | | | | | | | | ||||||
| | Triggering Event | | | | | | | | | | | | | | ||||||
| | Voluntary | | | — | | | — | | | — | | | — | | | — | | | — | |
| | Involuntary Termination without Cause/Non-CIC Qualifying Termination | | | $480,000 | | | $317,243 | | | $12,793 | | | — | | | — | | | $810,036 | |
| | Death or Disability | | | — | | | $317,243 | | | — | | | $315,347 | | | — | | | $632,590 | |
| | CIC/Qualifying Termination | | | $1,200,000 | | | $761,194 | | | $29,190 | | | $630,694 | | | — | | | $2,621,078 | |
| | Mr. Gordon (CSCO) – Retirement Eligible | | | | | | | | | | | | | | ||||||
| | Triggering Event | | | | | | | | | | | | | | ||||||
| | Voluntary | | | — | | | — | | | — | | | $426,739 | | | $334,306 | | | $761,045 | |
| | Involuntary Termination without Cause/Non-CIC Qualifying Termination | | | $374,000 | | | $335,090 | | | $17,870 | | | $426,739 | | | $334,306 | | | $1,488,005 | |
| | Death or Disability | | | — | | | $335,090 | | | — | | | $459,158 | | | $334,306 | | | $1,128,554 | |
| | CIC/Qualifying Termination | | | $561,000 | | | $452,814 | | | $36,804 | | | $568,447 | | | $334,306 | | | $1,953,371 | |
| | Mr. Piano (CPO) | | | | | | | | | | | | | | ||||||
| | Triggering Event | | | | | | | | | | | | | | ||||||
| | Voluntary | | | — | | | — | | | — | | | $— | | | $— | | | $— | |
| | Involuntary Termination without Cause/Non-CIC Qualifying Termination | | | $420,000 | | | $144,577 | | | $14,457 | | | $— | | | $— | | | $579,034 | |
| | Death or Disability | | | — | | | $144,577 | | | — | | | $202,503 | | | $— | | | $347,080 | |
| | CIC/Qualifying Termination | | | $630,000 | | | $289,603 | | | $31,686 | | | $202,503 | | | $— | | | $1,153,792 | |
* | Ms. Hooper is not a participant in the Executive Severance Plan. In the event of an involuntary termination without Cause, she may receive benefits under the Company’s standard severance program for non-executive officers which provides for 2 weeks cash severance per year of service up to a maximum of 52 weeks and the cash value of unvested RSUs that would have vested between fiscal year end 2021 through December 31, 2021; and if enrolled in the Company’s medical plans at the time of termination, cash severance to assist with COBRA premiums, equal to a fixed amount for every 4 weeks of severance. |
72 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | EXECUTIVE COMPENSATION | |
| Lump Sum Cash Payment (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 Termination | — | — | — | — | $ | 381,504 | — | $ | 381,504 | |||||||||||||||||||
Death | — | — | — | $ | 13,922,864 | $ | 381,504 | — | $ | 14,304,368 | ||||||||||||||||||
Disability | — | — | — | $ | 12,716,610 | $ | 381,504 | — | $ | 13,098,114 | ||||||||||||||||||
CIC/Qualifying Termination | $ | 0 | (7) | $ | 2,694,010 | (7) | $ | 50,596 | $ | 15,190,247 | $ | 381,504 | — | $ | 18,316,357 | |||||||||||||
CIC/No Termination | — | — | — | $ | 5,531,869 | — | — | $ | 5,531,869 | |||||||||||||||||||
Mr. Rebel (CFO) | ||||||||||||||||||||||||||||
Termination Reason | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Termination | — | — | — | $ | 1,735,462 | $ | 7,202,479 | — | $ | 8,937,941 | ||||||||||||||||||
Death | — | — | — | $ | 1,735,462 | $ | 7,202,479 | — | $ | 8,937,941 | ||||||||||||||||||
Disability | — | — | — | $ | 1,426,631 | $ | 7,202,479 | — | $ | 8,629,110 | ||||||||||||||||||
CIC/Qualifying Termination | $ | 1,410,000 | $ | 1,298,845 | $ | 35,393 | $ | 2,017,563 | $ | 5,937,738 | — | $ | 10,699,539 | |||||||||||||||
CIC/No Termination | — | — | — | $ | 891,028 | — | — | $ | 891,028 | |||||||||||||||||||
Ms. Allen (JIB President) | ||||||||||||||||||||||||||||
Termination Reason | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Termination | $ | 515,000 | — | — | — | — | — | $ | 515,000 | |||||||||||||||||||
Death | — | — | — | $ | 1,453,353 | — | — | $ | 1,453,353 | |||||||||||||||||||
Disability | — | — | — | $ | 1,181,342 | — | — | $ | 1,181,342 | |||||||||||||||||||
CIC/Qualifying Termination | $ | 929,152 | (7) | $ | 1,185,144 | $ | 122,448 | $ | 1,741,483 | — | — | $ | 3,978,227 | |||||||||||||||
CIC/No Termination | — | — | — | $ | 738,196 | — | — | $ | 738,196 | |||||||||||||||||||
Mr. Guilbault (Qdoba President) | ||||||||||||||||||||||||||||
Termination Reason | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Termination | — | — | — | — | $ | 387,445 | — | $ | 387,445 | |||||||||||||||||||
Death | — | — | — | $ | 616,066 | $ | 387,445 | — | $ | 1,003,511 | ||||||||||||||||||
Disability | — | — | — | $ | 524,177 | $ | 387,445 | — | $ | 911,622 | ||||||||||||||||||
CIC/Qualifying Termination | $ | 864,690 | (7) | $ | 740,860 | $ | 21,283 | $ | 761,293 | $ | 387,445 | — | $ | 2,775,571 | ||||||||||||||
CIC/No Termination | — | — | — | $ | 324,915 | — | $ | 324,915 | ||||||||||||||||||||
Qdoba CIC/Qualifying Termination (8) | $ | 651,161 | $ | 740,860 | $ | 21,283 | $ | 761,293 | $ | 387,445 | $ | 2,562,042 | ||||||||||||||||
Qdoba CIC/No Termination (8a) | $ | 187,500 | — | — | $ | 761,293 | — | — | $ | 948,793 | ||||||||||||||||||
Mr. Rudolph (CLO) | ||||||||||||||||||||||||||||
Termination Reason | ||||||||||||||||||||||||||||
| Voluntary/Involuntary Termination | — | — | — | — | $ | 335,935 | — | $ | 335,935 | |||||||||||||||||||
Death | — | — | — | $ | 5,157,105 | $ | 335,935 | — | $ | 5,493,040 | ||||||||||||||||||
Disability | — | — | — | $ | 4,864,087 | $ | 335,935 | — | $ | 5,200,022 | ||||||||||||||||||
CIC/Qualifying Termination | $ | 1,280,000 | $ | 1,178,987 | $ | 35,393 | $ | 5,439,206 | $ | 335,935 | — | $ | 8,269,521 | |||||||||||||||
CIC/No Termination | — | — | — | $ | 4,362,117 | — | — | $ | 4,362,117 | |||||||||||||||||||
(1) |
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(2) |
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JACK IN THE BOX INC.ï 2018 PROXY STATEMENT63
(3) | ||||||||
Continuation of |
(4) |
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| a) |
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Performance Shares (PSUs): |
| (i) | Upon termination not related to a CIC, 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 |
| (ii) | Upon termination not related to a CIC (other than as described above), the award would be cancelled. |
| (iii) | Upon a CIC, PSUs |
Time-vested RSUs:For the accelerated portion of PSUs for which performance was unknown as of the last day of fiscal 2017,2021, the amounts in the table assume that the PSUs will be accelerated based on target performance levels.b) c)
| (i) | Upon termination not related to a CIC, disability, or retirement, the award would be cancelled. |
| (ii) | Upon death, disability or retirement, the RSUs would vest 100%. |
| (iii) | Upon a CIC, RSUs |
| c) | Option Awards: |
| (i) | Upon termination not related to a CIC, 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 CIC, and not eligible to retire under a Company sponsored retirement plan, there is no acceleration of option awards. |
| (iii) | Upon death, options would vest 100%. |
| (iv) | Upon a CIC, where options are not assumed by the acquiring company, options |
| (v) | 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) |
|
| a) | In the event of a voluntary/involuntary termination (for any reason) or death, benefit values are based on accrued benefits as of fiscal year-end payable at normal retirement. Benefit values were calculated as of October |
| b) | Disability benefits shown assume |
| c) | In the event of an involuntary termination |
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JACK IN THE BOX INC.ï 2018 PROXY STATEMENT65
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| Name | Number of Shares of Common Stock Beneficially Owned as of December 29, 2017 | Percent of Class | ||||||
BlackRock, Inc. (1) | 3,064,242 | 10.4% | ||||||
The Vanguard Group, Inc. (2) | 2,431,268 | 8.2% | ||||||
| | Name | | | Number of Shares of Common Stock Beneficially Owned as of January 7, 2022 | | | Percent of Class | |
| | BlackRock Inc.(1) | | | 2,391,059 | | | 11.33% | |
| | Vanguard Group Inc.(2) | | | 2,095,185 | | | 9.93% | |
| | Franklin Resources Inc.(3) | | | 1,759,872 | | | 8.34% | |
(1) |
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(2) |
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66 JACK IN THE BOX INC.ï 2018 PROXY STATEMENT
(3) | According to its Form 13F filings as of September 30, 2021, Franklin Resources Inc. on behalf of itself and its direct subsidiaries, Fiduciary Trust Co International, Fiduciary Trust International, LLC, Franklin Advisers, Inc., and Franklin Mutual Advisers, LLC had investment discretion with respect to accounts holding 1,759,872 shares. Fiduciary Trust Co. International was the beneficial owner of 16 shares, of which it had sole voting authority. Fiduciary Trust International, LLC was the beneficial owner of 15 shares, of which it had sole voting power. Franklin Advisers, Inc. was the beneficial owner of 8,905 shares, of which it had sole voting power of 8,815 shares and no voting power with respect to 90 shares. Franklin Mutual Advisers, LLC was the beneficial owner of 1,750,936 shares, of which it had sole voting power of 1,665,389 shares and no voting power with respect to 85,547 shares. The address of Franklin Resources Inc. is One Franklin Parkway, San Mateo, CA 94403. |
74 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
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| Name | Number of Shares of Common Stock Beneficially Owned as of December 29, 2017(1) | Number Attributable to Options Exercisable Within 60 Days of December 29, 2017 | Percent of Class | |||||||||
Mr. Comma | 169,070 | 88,545 | * | |||||||||
Mr. Rebel | 167,610 | 57,354 | * | |||||||||
Ms. Allen | 25,159 | 18,123 | * | |||||||||
Mr. Guilbault | 25,492 | 8,447 | * | |||||||||
Mr. Rudolph | 124,881 | 28,967 | * | |||||||||
Mr. Goebel | 21,085 | 0 | * | |||||||||
Ms. John | 3,390 | 0 | * | |||||||||
Ms. Kleiner | 13,188 | 0 | * | |||||||||
Mr. Murphy | 61,317 | 0 | * | |||||||||
Mr. Myers | 16,072 | 0 | * | |||||||||
Mr. Tehle | 49,984 | 0 | * | |||||||||
Mr. Wyatt | 15,648 | 0 | * | |||||||||
Ms. Yeung | 0 | 0 | * | |||||||||
All directors and executive officers as a group (20 persons) | 792,515 | 243,510 | 2.6% | |||||||||
| | Name | | | Shares(1) Direct Holdings | | | RSUs Acquirable and Options Exercisable Within 60 Days(2) | | | Deferred Stock Equivalents / Units(4) | | | Unvested RSUs(5) | | | Total Shares Beneficially Owned | | | Percent of Class(6) | |
| | Mr. Harris | | | 3,463 | | | — | | | — | | | — | | | 3,463 | | | * | |
| | Mr. Mullany | | | — | | | 1,493 | | | — | | | — | | | 1,493 | | | * | |
| | Ms. Hooper | | | 1,015 | | | — | | | — | | | — | | | 1,015 | | | * | |
| | Mr. Ostrom | | | — | | | 793 | | | — | | | — | | | 793 | | | * | |
| | Mr. Piano | | | — | | | — | | | — | | | — | | | — | | | * | |
| | Mr. Gordon | | | 4,797 | | | 11,249 | | | — | | | 1,676 | | | 17,722 | | | * | |
| | Mr. Goebel | | | 6,667 | | | — | | | 14,848 | | | 1,288 | | | 22,803 | | | * | |
| | Ms. John | | | 2,433 | | | — | | | 4,539 | | | 859 | | | 7,831 | | | * | |
| | Ms. Kleiner | | | 6,556 | | | — | | | 10,287 | | | 859 | | | 17,702 | | | * | |
| | Mr. Murphy | | | — | | | — | | | 66,713 | | | 859 | | | 67,572 | | | * | |
| | Mr. Myers | | | 5,843 | | | — | | | 18,247 | | | 859 | | | 24,949 | | | * | |
| | Mr. Tehle | | | 6,872 | | | — | | | 49,067 | | | 859 | | | 56,798 | | | * | |
| | Ms. Yeung | | | — | | | — | | | 7,118 | | | 859 | | | 7,977 | | | * | |
| | All Directors and Executive Officers as a Group (17 persons) | | | 39,039 | | | 16,205 | | | 170,819 | | | 8,118 | | | 234,181 | | | 1.1% | |
| * | Asterisk in the percent of class column indicates beneficial ownership of less than 1% |
(1) |
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(2) | Represents RSUs that vest within 60 days from January 7, 2022 and options that were exercisable on January 7, 2022 and options that become exercisable within 60 days of January 7, 2022. |
(4) | Represents (i) Common Stock equivalents attributed to cash compensation deferred under the Director Deferred Compensation Plan and (ii) deferred RSUs and related dividends. (As described in the Director Compensation section of this Proxy Statement, these deferrals are convertible on a one-for-one basis into shares of Common Stock upon a director’s termination of service.) |
(5) | Represents (a) for retirement-eligible executive officers, RSUs that fully vest upon termination of service and are convertible on a one-for-one basis into shares of Common Stock upon vesting, and (b) for directors, RSUs that fully vest upon the earlier of 12 months from the date of grant or upon termination of service. |
(6) | 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. |
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PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC.ï 2018 PROXY STATEMENT67 2004 STOCK INCENTIVE PLAN TO EXTEND DATE BY WHICH AWARDS MAY BE GRANTED THROUGH DECEMBER 31, 2022 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
We are asking the Company’s stockholders to approve an amendment to the Jack in the Box Inc. 2004 Stock Incentive Plan (the “2004 Plan”) to extend the date by which awards may be granted under the 2004 Plan (which we refer to in this Proxy Statement as the “term” of the 2004 Plan) from November 16, 2021 through December 31, 2022 (such amendment, the “2004 Plan Amendment”). The extension of the term is the only proposed amendment to the 2004 Plan. Stockholders are not being asked to approve an increase in the number of shares available for issuance under the 2004 Plan or any other amendment to the 2004 Plan.•Restricted Stock Units — As a group, within 60 days of December 29, 2017, our directors, NEOs and other executive officers may convert an aggregate of 121,208 RSUs on aone-for-one basis into shares of Common Stock upon vesting. RSUs may not be voted. The breakdown between directors and NEOs is provided below.
Our stockholders’ approval of this Proposal Four will allow us to continue to grant equity incentive awards at levels determined appropriate by the Board or Compensation Committee. If our stockholders do not approve this Proposal Four, we will not be able to grant any equity incentive awards to our current employees, directors and consultants, which would significantly impact our ability to motivate and retain such individuals and to provide long-term incentives that align the interests of such individuals with the interests of our stockholders.•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.On December 16, 2021, the Compensation Committee approved (1) the 2004 Plan Amendment, and (ii) for a grant date of March 4, 2022, a total of 73,414 shares subject to awards of restricted stock units and a total of 37,822 shares subject to awards of performance shares to the Company’s executive officers and certain non-executive officer leadership level employees. The Compensation Committee’s approval of the 2004 Plan Amendment and such awards were made subject to stockholder approval of the 2004 Plan Amendment. The following table sets forth the number of shares subject to the awards of restricted stock units and performance shares that were approved on December 16, 2021, under the 2004 Plan to each of the Company’s named executive officers currently serving, current executive officers, as a group, and all other employees who are not executive officers, as a group. Name Restricted StockUnits (RSUs) Performance Shares(PSUs) Darin S. Harris, Chief Executive Officer (CEO) 16,581 16,581 Timothy E. Mullany, Executive Vice President, Chief Financial Officer (CFO) 3,782 3,782 Ryan L. Ostrom, Executive Vice President, Chief Marketing Officer (CMO) 3,491 3,491 Dean C. Gordon, Senior Vice President, Chief Supply Chain Officer (CSCO) 2,328 2,328 Steven Piano, Senior Vice President, Chief People Officer (CPO) 2,328 2,328 All current executive officers, as a group 37,822 37,822 All other employees, as a group 35,592 0 Total 73,414 37,822 When considering the vote to approve this Proposal Four, you should be aware that our executive officers have interests in this Proposal Four that are different from, or in addition to, those of our stockholders, generally. Each of the persons and groups listed in the table above has an interest in this Proposal Four in respect of the restricted stock units and performance shares so awarded if this Proposal Four is approved by our stockholders.Under the 2004 Plan, up to 11,600,000 shares of Common Stock have been authorized to be reserved for issuance to satisfy grants of equity incentive awards to eligible participants, subject to adjustment for certain changes in our capitalization. As of December 15, 2021, there were approximately 1,759,383 shares remaining available for grant under the 2004 Plan. The approval of the grants of restricted stock units and performance shares listed in the table above was made on December 16, 2021, subject to stockholder approval of this Proposal Four.We believe that equity incentive awards are a vital part of our overall compensation program, and we grant awards to motivate and retain our leadership. However, we recognize that this compensation philosophy dilutes existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to monitoring our equity compensation share reserve carefully, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of awards necessary to attract, retain and motivate our employees, directors and consultants.NameUnvestedRSUsDeferredRSUsMr. Goebel9572,333Ms. John9570Ms. Kleiner9575,647Mr. Murphy95711,471Mr. Myers9572,957Mr. Tehle95714,640Mr. Wyatt9578,596Ms. Yeung0076 JACK IN THE BOX INC. | 2022 PROXY STATEMENT
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| JACK IN THE BOX INC. | 2022 PROXY STATEMENT 77 | |||
| | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | | | |||||
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Pursuant
78 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | |
service or performance criteria as the Committee specifies, and the shares acquired may not be transferred by the participant until vested, other than pursuant to an ownership change event as described in the Amended 2004 Plan. Unless otherwise provided by the Committee, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed prior to the participant’s termination of service. Participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the reporting requirements andsame restrictions as the original award.
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 79 |
| | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | | | |
80 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 81 |
| | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | | | |
82 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | |
| | Name and Position | | | Number of Shares | |
| | Darin S. Harris, Chief Executive Officer (CEO) | | | 33,162(1) | |
| | Timothy E. Mullany, Executive Vice President, Chief Financial Officer (CFO) | | | 7,564(1) | |
| | Dawn E. Hooper, Vice President, Controller and Financial Reporting (Former Interim Principal Financial Officer) | | | 990(1) | |
| | Ryan L. Ostrom, Executive Vice President, Chief Marketing Officer (CMO) | | | 6,982(1) | |
| | Dean C. Gordon, Senior Vice President, Chief Supply Chain Officer (CSCO) | | | 4,656(1) | |
| | Steven Piano, Senior Vice President, Chief People Officer (CPO) | | | 4,656(1) | |
| | Andrew T. Martin, (Former) Senior Vice President, Chief Information Officer | | | (2) | |
| | All current executive officers as a group | | | 75,644(1) | |
| | All current directors who are not executive officers as a group | | | (3) | |
| | All employees, including all current officers who are not executive officers, as a group | | | 35,592 | |
(1) | Awards granted under the Amended 2004 Plan to our executive officers and other employees are discretionary and are not subject to set benefits or amounts under the terms of the Amended 2004 Plan. However, as described above in this Proposal Four, on December 16, 2021, the Compensation Committee approved, for a grant date of March 4, 2022, a number of awards of restricted stock units and performance shares to certain employees (including our executive officers) under the Amended 2004 Plan, subject to stockholder approval of this Proposal Four, and the number of shares subject to each such award is indicated in this table. |
(2) | Mr. Martin separated employment with the Company on May 7, 2021. Therefore, he is not eligible to receive any future awards under the Amended 2004 Plan. |
(3) | Awards granted under the Amended 2004 Plan to our non-employee directors are discretionary and are not subject to set benefits or amounts under the terms of the Amended 2004 Plan. However, pursuant to our current non-employee director compensation program, shortly after each annual meeting of our stockholders, (i) each of our non-employee directors (other than the Chairman) will automatically receive a restricted stock unit award with a value of $90,000 and (ii) the Chairman will automatically receive a restricted stock unit award with a value of $135,000, in each case provided that (a) the director is providing services to the Company on the date of grant and (b) this Proposal Four is approved by our stockholders. The number of shares of Common Stock subject to such awards is determined by dividing the annual equity award value by the closing price of Common Stock on the date of grant and, therefore, is not determinable at this time. On the date of the Annual Meeting, any such awards will be granted under the Amended 2004 Plan if this Proposal Four is approved by our stockholders. For additional information regarding our current non-employee director compensation program, please see “Director Compensation and Stock Ownership Requirements” above. |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 83 |
| | PROPOSAL FOUR — AMENDMENT TO JACK IN THE BOX INC. 2004 STOCK INCENTIVE PLAN | | | |
| | Name and Position | | | Number of Shares | |
| | Darin S. Harris, Chief Executive Officer (CEO) | | | 37,767 | |
| | Timothy E. Mullany, Executive Vice President, Chief Financial Officer (CFO) | | | 9,226 | |
| | Dawn E. Hooper, Vice President, Controller and Financial Reporting (Former Interim Principal Financial Officer) | | | 16,030 | |
| | Ryan L. Ostrom, Executive Vice President, Chief Marketing Officer (CMO) | | | 6,338 | |
| | Dean C. Gordon, Senior Vice President, Chief Supply Chain Officer (CSCO) | | | 47,348 | |
| | Steven Piano, Senior Vice President, Chief People Officer (CPO) | | | 2,035 | |
| | Andrew T. Martin, (Former) Senior Vice President, Chief Information Officer | | | 18,011 | |
| | All current executive officers as a group | | | 117,352 | |
| | All current directors who are not executive officers as a group | | | 265,137 | |
| | Each nominee for election as a director | | | | |
| | David L. Goebel | | | 53,091 | |
| | Darin S. Harris | | | 37,767 | |
| | Sharon P. John | | | 7,544 | |
| | Madeleine A. Kleiner | | | 19,851 | |
| | Michael W. Murphy | | | 76,462 | |
| | James M. Myers | | | 27,473 | |
| | David M. Tehle | | | 76,462 | |
| | Vivien M. Yeung | | | 4,254 | |
| | Each associate of any executive officers, current directors or director nominees | | | — | |
| | Each other person who received or is to receive 5% of awards | | | — | |
| | All employees, including all current officers who are not executive officers, as a group | | | 11,086,680 | |
| | | | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | | | (b) Weighted-average exercise price of outstanding options(1) | | | (c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |
| | Equity compensation plans approved by security holders(2) | | | 318,874 | | | $92.44 | | | 1,898,901 | |
(1) | Includes shares issuable in connection with our outstanding stock options, performance share awards, nonvested stock units, and non-management director deferred stock equivalents. The weighted-average exercise price in column (b) includes the weighted-average exercise price of stock options. |
(2) | For a description of our equity compensation plans, refer to Note 13, Share-Based Employee Compensation, of the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2021. |
84 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | PROPOSAL FIVE — STOCKHOLDER PROPOSAL REGARDING VIRTUAL MEETINGS | |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 85 |
| | PROPOSAL FIVE — STOCKHOLDER PROPOSAL REGARDING VIRTUAL MEETINGS | | | |
86 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | PROPOSAL SIX — STOCKHOLDER PROPOSAL REGARDING THE ISSUANCE OF A REPORT ON SUSTAINABLE PACKAGING | |
JACK IN THE BOX INC. | 2022 PROXY STATEMENT 87 |
| | PROPOSAL SIX — STOCKHOLDER PROPOSAL REGARDING THE ISSUANCE OF A REPORT ON SUSTAINABLE PACKAGING | | | |
88 JACK IN THE BOX INC. | 2022 PROXY STATEMENT |
| | | | OTHER INFORMATION | |
JACK IN THE BOX INC.ï 2018 PROXY STATEMENT69
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APPENDIX A—RECONCILIATION OF NON-GAAP MEASUREMENTS TO | ||||
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| | | | FY Ended | | ||||
| | | | October 3, 2021 (53 weeks) | | | September 27, 2020 (52 weeks) | | |
| | Net earnings — GAAP | | | $165,755 | | | $89,764 | |
| | Earnings from discontinued operations, net of income taxes | | | — | | | (370) | |
| | Income taxes | | | 55,852 | | | 32,727 | |
| | Interest expense, net | | | 67,458 | | | 66,743 | |
| | Pension settlement charges | | | — | | | 39,218 | |
| | Gains on the sale of company-operated restaurants | | | (4,203) | | | (3,261) | |
| | Impairment and other gains, net | | | (3,382) | | | (6,493) | |
| | Depreciation and amortization | | | 46,500 | | | 52,798 | |
| | Amortization of franchise tenant improvement allowances and other | | | 3,450 | | | 3,028 | |
| | Adjusted EBITDA — Non-GAAP | | | $331,430 | | | $274,154 | |
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| | 2022 PROXY STATEMENT A-1 | ||||||||||||||||||||||||||||||||
Important Notice Regarding
| | APPENDIX A—RECONCILIATION OF NON-GAAP MEASUREMENTS TO GAAP RESULTS | | | |
| | | | FY Ended | | ||||
| | | | October 3, 2021 (53 weeks) | | | September 27, 2020 (52 weeks) | | |
| | Earnings from operations — GAAP | | | $289,946 | | | $230,584 | |
| | Franchise rental revenues | | | (346,634) | | | (320,647) | |
| | Franchise royalties and other | | | (204,725) | | | (178,319) | |
| | Franchise contributions for advertising and other services | | | (204,545) | | | (173,553) | |
| | Franchise occupancy expenses | | | 214,913 | | | 210,038 | |
| | Franchise support and other costs | | | 13,052 | | | 13,059 | |
| | Franchise advertising and other services expenses | | | 210,328 | | | 180,794 | |
| | Selling, general and administrative expenses | | | 82,734 | | | 80,841 | |
| | Impairment and other gains, net | | | (3,382) | | | (6,493) | |
| | Gains on the sale of company-operated restaurants | | | (4,203) | | | (3,261) | |
| | Depreciation and amortization | | | 46,500 | | | 52,798 | |
| | Restaurant-Level Margin — Non-GAAP | | | $93,984 | | | $85,841 | |
| | Company restaurant sales | | | $387,766 | | | $348,987 | |
| | Restaurant-Level Margin % — Non-GAAP | | | 24.2% | | | 24.6% | |
The Proxy Statement andcompany's core business operating results, as well as a comparison to those of other similar companies. Management utilizes Franchise-Level Margin as a key performance indicator to evaluate the 2017 Annual Report on Form10-K are available at www.proxyvote.com.
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E16497-P84132
A-2 JACK IN THE BOX INC.
|
| | | | APPENDIX A—RECONCILIATION OF NON-GAAP MEASUREMENTS TO GAAP RESULTS | |
| | | | FY Ended | | ||||
| | | | October 3, 2021 (53 weeks) | | | September 27, 2020 (52 weeks) | | |
| | Earnings from operations - GAAP | | | $289,946 | | | $230,584 | |
| | Company restaurant sales | | | (387,766) | | | (348,987) | |
| | Food and packaging | | | 113,006 | | | 102,449 | |
| | Payroll and employee benefits | | | 119,033 | | | 106,540 | |
| | Occupancy and other | | | 61,743 | | | 54,157 | |
| | Selling, general and administrative expenses | | | 82,734 | | | 80,841 | |
| | Impairment and other gains, net | | | (3,382) | | | (6,493) | |
| | Gains on the sale of company-operated restaurants | | | (4,203) | | | (3,261) | |
| | Depreciation and amortization | | | 46,500 | | | 52,798 | |
| | Franchise-Level Margin - Non-GAAP | | | $317,611 | | | $268,628 | |
| | Franchise rental revenues | | | $346,634 | | | $320,647 | |
| | Franchise royalties and other | | | 204,725 | | | 178,319 | |
| | Franchise contributions for advertising and other services | | | 204,545 | | | 173,553 | |
| | Total franchise revenues | | | $755,904 | | | $672,519 | |
| | Franchise-Level Margin % - Non-GAAP | | | 42.0% | | | 39.9% | |
| | | | FY Ended | | ||||
| | | | October 3, 2021 (53 weeks) | | ||||
| | Net earnings — GAAP |
| | $165,755 | | |||
| | Income taxes | | | 55,852 | | |||
| | Interest expense, net | | | 67,458 | | |||
| | Pension and | | | 881 | | |||
| | Gains on the
| | | (4,203) | | |||
| | Restructuring charges | | | 7 | | |||
| | Gains on COLI policies, net | | |
(9,141) | | |||
| | Operating EBIT — Non-GAAP | | | |||||
$276,609 | ||||||||
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JACK IN THE BOX INC. | 2022 PROXY STATEMENT A-3 |
