Form 4: Jack in the Box Executive Sarah Super Receives Retention Award and Performance-Based Stock Units

EVP, Chief Legal & Admin Officer of Jack in the Box Inc., Sarah Super, reports the acquisition of restricted stock units and performance-based stock units.

Summary

• Sarah Super, EVP, Chief Legal & Admin Officer of Jack in the Box Inc., reported a transaction on May 1, 2025.
• Super acquired 15,127 shares of common stock as a one-time retention award of restricted stock units at $0.00.
• These restricted stock units 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.
• Super also acquired 15,127 performance-based restricted stock units (PSUs) which 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.
• 150% of the PSUs are earned at a price hurdle of $37.19, and 200% of the PSUs are earned at a price hurdle of $49.58.
• The number of 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.
• Following the reported transactions, Super beneficially owns 31,942 shares of common stock and 15,632 derivative securities.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The document reflects standard executive compensation practices, with incentives tied to company performance. The retention award suggests confidence in the executive's continued contributions.

Positives

• The retention award of restricted stock units 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 schedule and holding requirements encourage long-term commitment and stock ownership.

Risks

• The performance-based stock units may not vest if the stock price targets are not met.
• The executive's continued employment is required for the PSUs to vest.

Future Outlook

The number of 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.

Industry Context

Executive compensation packages often include a mix of salary, stock options, and restricted stock units to align management's interests with those of shareholders and incentivize long-term value creation. This filing reflects Jack in the Box's approach to executive compensation.

Comparison to Industry Standards

• Companies like McDonald's (MCD) and Restaurant Brands International (QSR) also utilize stock-based compensation for their executives.
• The specific terms of the grants, such as vesting schedules and performance metrics, vary depending on the company's compensation philosophy and strategic goals.
• The stock price hurdles of $37.19 and $49.58 for the PSUs represent specific targets set by Jack in the Box's board of directors.

Stakeholder Impact

• Shareholders: The performance-based stock units align executive compensation with stock price appreciation, potentially benefiting shareholders.
• Employees: The retention award may signal stability and confidence in the company's leadership.
• Executive: The compensation package provides incentives for the executive to remain with the company and drive performance.

Key Dates

Keywords

Form 4, Jack in the Box, Sarah Super, restricted stock units, performance-based stock units, PSU, retention award, stock price appreciation, beneficial ownership, executive compensation