Form 4: Jack in the Box SVP, Chief Technology Officer Receives Retention Award and Performance-Based Restricted Stock Units

Richard D Cook, SVP and Chief Technology Officer of Jack in the Box Inc., received a one-time retention award of restricted stock units and performance-based restricted stock units (PSUs) on May 1, 2025.

Summary

• Richard D Cook, the SVP and Chief Technology Officer of Jack in the Box Inc., filed a Form 4 on May 2, 2025, reporting changes in beneficial ownership.
• On May 1, 2025, Cook received a one-time retention award of 10,085 restricted stock units (RSUs).
• These RSUs 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.
• Cook also received 10,085 performance-based restricted stock units (PSUs) that are eligible to become earned based on the achievement of two stock price appreciation hurdles over a three-year performance period.
• 150% of the PSUs are earned if the stock price reaches $37.19, and 200% are earned if the stock price reaches $49.58, with the average closing trading price of the Company's common stock meeting or exceeding the applicable stock price hurdle for 20 consecutive trading days at any point during the three-year performance period to be considered achieved.
• The PSUs, if earned, will vest at the completion of the three-year performance period, provided Cook remains employed with the company.

Sentiment

Score: 7

Explanation: The document is neutral to positive. It reflects standard executive compensation practices with incentives tied to stock performance, which is generally viewed favorably.

Positives

• The retention award of RSUs incentivizes Cook to remain with the company.
• The PSUs align Cook's interests with those of shareholders by tying a portion of his compensation to stock price appreciation.
• The vesting schedule of the RSUs and PSUs encourages long-term commitment and performance.

Risks

• The PSUs may not be earned if the stock price appreciation hurdles are not met.
• The value of the RSUs and PSUs is subject to the volatility of the stock price.
• Cook's employment must continue through the vesting periods for the RSUs and PSUs to be fully realized.

Future Outlook

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.

Industry Context

Executive compensation packages often include a mix of cash, stock options, and restricted stock units to align management's interests with those of shareholders and incentivize long-term performance. The use of performance-based restricted stock units (PSUs) is a common practice to further tie compensation to specific performance goals, such as stock price appreciation.

Comparison to Industry Standards

• Comparing Jack in the Box's executive compensation structure to that of competitors like McDonald's (MCD) or Wendy's (WEN) would provide a benchmark for assessing the competitiveness and effectiveness of their compensation practices.
• Companies like Starbucks (SBUX) and Chipotle (CMG) also utilize similar equity-based compensation plans to incentivize their executives.
• Analyzing the specific performance metrics and vesting schedules used by these companies can offer insights into industry best practices.

Stakeholder Impact

• Shareholders may view the PSUs positively as they align management's interests with stock price appreciation.
• Employees may see the executive compensation package as a sign of the company's commitment to attracting and retaining talent.

Next Steps

• Monitor the stock price to assess the likelihood of the PSUs vesting.
• Track Cook's employment status to ensure continued eligibility for the RSUs and PSUs.

Key Dates

Keywords

Form 4, Jack in the Box, Richard D Cook, restricted stock units, performance-based restricted stock units, PSU, RSU, stock price appreciation, executive compensation, beneficial ownership