Form 4: Jack in the Box SVP, Chief People Officer Steven Piano Reports Acquisition of Restricted Stock Units

Steven Piano, SVP, Chief People Officer of Jack in the Box Inc., reports the acquisition of restricted stock units and performance-based restricted stock units.

Summary

• On May 1, 2025, Steven Piano, SVP, Chief People Officer of Jack in the Box Inc., acquired 10,085 shares of common stock and 10,085 performance-based restricted stock units (PSUs).
• 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.
• After-tax net shares are 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.
• 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.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it reports a standard executive compensation transaction. The vesting conditions tied to stock price appreciation are potentially positive, but the overall impact is dependent on future performance.

Positives

• The retention award of restricted stock units and PSUs may incentivize the executive to remain with the company and improve performance.
• The vesting conditions tied to stock price appreciation could align the executive's interests with those of shareholders.

Risks

• The PSUs are subject to continued employment, so if the executive leaves the company before the end of the performance period, the PSUs may not be earned.
• The stock price appreciation hurdles may not be met, resulting in fewer or no PSUs being earned.

Future Outlook

The vesting of the restricted stock units and PSUs is contingent upon continued employment and the achievement of stock price appreciation targets over the next three years.

Industry Context

This filing is a routine disclosure of insider transactions, which are common in publicly traded companies as part of executive compensation packages. These packages often include stock-based compensation to align management's interests with those of shareholders.

Comparison to Industry Standards

• Executive compensation packages in the restaurant industry often include a mix of salary, bonus, stock options, and restricted stock units.
• Companies like McDonald's, Restaurant Brands International (owner of Burger King and Tim Hortons), and Wendy's also use stock-based compensation to incentivize their executives.
• The specific terms of these packages, such as vesting schedules and performance targets, can vary widely depending on the company's size, performance, and industry trends.

Stakeholder Impact

• The acquisition of restricted stock units and PSUs could potentially align the executive's interests with those of shareholders, as the value of the awards is tied to the company's stock price.
• Employees may view the executive's compensation package as a sign of the company's commitment to its leadership.

Key Dates

Keywords

Form 4, Jack in the Box, Steven Piano, restricted stock units, performance-based restricted stock units, PSU, stock price appreciation, executive compensation, insider trading