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

Dawn E. Hooper, Interim PFO of Jack in the Box Inc., received a retention award of restricted stock units and performance-based stock units (PSUs) on May 1, 2025.

Summary

• On May 1, 2025, Dawn E. Hooper, Interim PFO of Jack in the Box Inc., was granted a one-time retention award of 6,051 restricted stock units.
• These restricted stock units vest in three equal installments one year from the grant date and are subject to a 50% holding requirement until the executive meets their multiple of salary stock ownership requirement.
• Hooper also received 6,051 performance-based restricted stock units (PSUs) that are eligible to become earned based on the achievement of stock price appreciation hurdles over a three-year performance period.
• 150% of the PSUs are earned if the stock price hurdle of $37.19 is met, and 200% of the PSUs are earned if the stock price hurdle of $49.58 is met.
• 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.

Sentiment

Score: 7

Explanation: The announcement is generally positive as it incentivizes the Interim PFO and aligns their interests with shareholders. The performance-based aspect adds a layer of potential upside. However, the vesting conditions and stock price hurdles introduce some uncertainty.

Positives

• The retention award and PSUs incentivize the Interim PFO to remain with the company and improve its performance.
• The performance-based stock units align the executive's interests with those of the shareholders by rewarding stock price appreciation.

Risks

• The PSUs are only earned if specific stock price hurdles are met, which may not occur.
• The vesting of the PSUs is contingent on continued employment, so the executive may not receive the full benefit if they leave the company before the end of the performance period.

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

Granting stock-based compensation to executives is a common practice in the restaurant industry to align their interests with those of shareholders and incentivize performance.

Comparison to Industry Standards

• Companies like McDonald's, Restaurant Brands International (owner of Burger King), and Wendy's also utilize stock options and restricted stock units as part of their executive compensation packages.
• The specific terms of these grants, such as vesting schedules and performance metrics, can vary widely based on company size, performance, and industry norms.
• The stock price hurdles of $37.19 and $49.58 for Jack in the Box's PSUs would need to be compared to the company's historical stock performance and industry benchmarks to assess their difficulty.

Stakeholder Impact

• Shareholders may view the executive compensation package positively as it incentivizes performance and aligns interests.
• Employees may be motivated by the potential for stock price appreciation and the company's commitment to rewarding performance.

Key Dates

Keywords

restricted stock units, performance-based stock units, PSU, retention award, Dawn E. Hooper, Jack in the Box Inc., Interim PFO, stock price appreciation, executive compensation