Form 4: Jack in the Box Executive Ryan Lee Ostrom Receives Retention Award and Performance-Based Stock Units

EVP, Chief Customer & Digital Officer of Jack in the Box, Ryan Lee Ostrom, reports acquisition of restricted stock units and performance-based stock units.

Summary

• Ryan Lee Ostrom, EVP, Chief Customer & Digital Officer of Jack in the Box, reported the acquisition of 20,169 shares of common stock and 20,169 performance-based restricted stock units (PSUs) on May 1, 2025.
• The common stock was a one-time retention award of restricted stock units that vest in three equal installments one year from the grant date, with after-tax net shares subject to a 50% holding requirement until the executive meets their multiple of salary stock ownership requirement.
• The PSUs are eligible to become earned based on achievement of two stock price appreciation hurdles over a three-year performance period from the date of grant, subject to continued employment through the end of the performance period.
• 150% of the PSUs are earned if the average closing trading price of Jack in the Box common stock meets or exceeds $37.19 for 20 consecutive trading days.
• 200% of the PSUs are earned if the average closing trading price of Jack in the Box common stock meets or exceeds $49.58 for 20 consecutive trading days.
• The earned PSUs, if any, will vest at the completion of the three-year performance period, provided the reporting person's continued employment with the company.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as it reflects standard executive compensation practices designed to align management interests with shareholder value. The performance-based component adds a positive element.

Positives

• The retention award incentivizes the executive to remain with the company.
• The performance-based stock units align the executive's interests with those of shareholders by rewarding stock price appreciation.
• The vesting requirements encourage long-term commitment and performance.

Risks

• The PSUs may not vest if the stock price targets are not met.
• The executive must remain employed with the company for the entire three-year performance period to receive the PSUs.

Future Outlook

The vesting of the PSUs is contingent on the company's stock price performance over the next three years.

Industry Context

This type of equity compensation is common in the restaurant industry to incentivize executives and align their interests with shareholders.

Stakeholder Impact

• Shareholders may view the performance-based compensation positively as it incentivizes management to increase shareholder value.
• Employees may see this as a positive sign of the company's commitment to its leadership.

Key Dates

Keywords

Jack in the Box, Ryan Lee Ostrom, restricted stock units, performance-based stock units, PSU, retention award, stock price appreciation, executive compensation, Form 4