FALSE000080788200008078822024-11-122024-11-12

_____________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2024

JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
_________________
Delaware
1-9390
95-2698708
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification Number)

9357 Spectrum Center Blvd, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)

(858) 571-2121
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockJACKNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

______________________________________________________________________


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Appointment of New Chief Financial Officer

On November 6, 2024, the Board of Directors (the “Board”) of Jack in the Box Inc. (the “Company”) appointed Mr. Lance Tucker to serve as the Company’s Executive Vice President, Chief Financial Officer (“CFO”), effective upon his first day of employment on January 13, 2025 (the “CFO Start Date”).

Mr. Tucker, age 55, previously served in this same role as the Company’s Executive Vice President, Chief Financial Officer from March 2018 to September 2020. Most recently, he served as the Chief Financial Officer of Davidson Hotel Company LLC (Atlanta, GA) (“Davidson Hospitality Group’), an award-winning, full-service hospitality management company overseeing hotels, restaurants, dining and entertainment venues across the United States since January 2022. Prior to that, from September 2020 until January 2022, he was the Chief Financial Officer of CKE Restaurants Holdings, Inc. (Franklin, TN), an American fast food company and the parent organization for the Carl’s Jr. and Hardee’s brands, where he was responsible for all finance and accounting and helped drive the company’s full business transformation process. Prior to joining the Company in March 2018, Mr. Tucker held several senior leadership positions at Papa John’s International, Inc. (Atlanta, GA) (“Papa John’s). From February 2011 to February 2018, he served as Senior Vice President, Chief Financial Officer and Treasurer and added Chief Administrative Officer in February 2012. From June 2010 to February 2011, he was Chief of Staff and Senior Vice President, Strategic Planning for Papa John’s. Prior to that, he served as its Chief of Staff and Vice President, Strategic Planning from June 2009 to June 2010. Prior to joining Papa John’s, Mr. Tucker served as the Chief Financial Officer of Evergreen Real Estate Services, LLC (Chicago, IL), from 2003 to 2009; and held leadership positions with several finance companies from 1999 to 2003. Previously, from 1994 to 1999, he served as the Director of Finance for Papa John’s International, Inc. Overall, Mr. Tucker has more than 20 years of corporate finance experience. He graduated from Transylvania University with a Bachelor of Arts in Accounting.

On November 6, 2024, the Company entered into an offer letter (the “Offer Letter”) with Mr. Tucker with respect to his employment as CFO. The Offer Letter provides for Mr. Tucker to receive: (a) an annual base salary of $650,000; (b) a one-time gross cash bonus of $200,000 payable the first pay period from the CFO Start Date subject to his continued employment with the Company; and (c) a one-time new hire grant consisting of restricted stock units (“RSUs”) equal to an LTI value of $500,000, with the number of shares determined by reference to the 20-day average closing stock price of the Company’s common stock as of the last business day preceding the grant date. These RSUs will vest 33% per year over three years.

The Offer Letter also provides that, beginning with this current fiscal year, Mr. Tucker will be eligible for (a) an annual incentive bonus under the Company’s annual Performance Incentive Plan, prorated for this fiscal year, with a target incentive potential of 75% of base salary (up to a maximum of 150% of target), payable as a lump sum cash payment and based on attainment of Company performance targets for each fiscal year set by the Board; (b) an annual long-term incentive award grant equal to an LTI value of $1,000,000 at grant, which may be made in the


form of any combination of performance share units (“PSUs”), RSUs or stock options, with the number of shares determined by reference to the 20-day average closing stock price of Jack in the Box common stock as of the last business day preceding the grant date; and (c) participation in (i) the Jack in the Box Inc. Severance Plan for Executive Officers, described in the Company’s Current Report on Form 8-K filed March 4, 2020, and (ii) the Company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits for his position at 2.5x multiple of salary/bonus and 30 months COBRA coverage. Equity grants are subject to a stock ownership requirement equal to 3.0x annual salary to be achieved within five years from the CFO Start Date, and a holding requirement of 50% of after-tax net shares resulting from the vesting of PSUs and RSUs until the stock ownership requirement is met.

There are no arrangements or understandings with any other person pursuant to which Mr. Tucker was appointed as the Company’s CFO, and there are no family relationships between Mr. Tucker and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Tucker and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Dawn Hooper will continue to serve as Company’s interim principal financial officer up until the CFO Start Date, and thereafter she will then serve in her role as Senior Vice President of Financial Reporting and Controller.

On November 12, 2024, the Company issued a press release announcing Mr. Tucker’s appointment, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. In addition, a copy of the Offer Letter is filed with this report as Exhibit 99.2. The foregoing description of the terms of the Offer Letter is a summary of select terms, is not complete, and is qualified in its entirety by reference to the full text thereof, which is incorporated by reference herein.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
JACK IN THE BOX INC.
November 12, 2024/s/   Darin Harris
 Darin Harris
 Executive Vice President, Chief Executive Officer


Exhibit 99.1
Contact: Chris Brandon
Vice President, Investor Relations
chris.brandon@jackinthebox.com
619.902.0269
jackinthebox.jpg    deltaco.jpg

Press Release

Jack in the Box Inc. Welcomes Back Lance Tucker as Chief Financial Officer

SAN DIEGO--(BUSINESS WIRE)-- Jack in the Box Inc. (NASDAQ: JACK) is pleased to announce the return of Lance Tucker as Chief Financial Officer effective January 13, 2025. Tucker is currently Chief Financial Officer of Davidson Hospitality Group while having also served as CFO at CKE Restaurants Inc. and Papa John’s International, Inc. Tucker brings a wealth of experience, a deep understanding of the company’s business operations, and a proven track record of driving results.

Tucker served as CFO of Jack in the Box Inc. from March 2018 to July 2020, during which he played an instrumental role in implementing the company’s securitization, while returning capital and value to shareholders. His leadership and strategic thinking had a positive impact on the business.

“We are thrilled to welcome back Lance to the Jack in the Box family,” said Darin Harris, Chief Executive Officer. “His strong leadership qualities have proven to be a great fit with our executive team. Also, Lance’s strategic expertise will strengthen our financial foundation and drive our goals forward.”

In his role as CFO, Tucker will oversee all aspects of financial strategy, planning, and operations. He will also collaborate closely with the executive team to ensure Jack in the Box remains agile in the rapidly evolving fast-food landscape.

"I am excited to return to Jack in the Box and rejoin a team that shares my passion for innovation and excellence,” said Tucker. “With the company’s momentum and the strengthened relationship with our franchisees, I really look forward to the opportunity to collaborate more closely with them, listening to their unique challenges and opportunities. Together, we’ll build upon our established foundation that prioritizes their growth, financial goals, and adaptability in a competitive market.”

About Jack in the Box Inc.

Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,200 restaurants across 21 states, and Del Taco®, the second largest Mexican-American QSR chain by units in the U.S. with approximately 600 restaurants across 16 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.

Exhibit 99.2

November 6, 2024
Mr. Lance Tucker
[Redacted]
[Redacted]

Congratulations! On behalf of Jack in the Box Inc. and its Brands (“Company”), we’re pleased to confirm our offer to you for the position of Executive Vice President, Chief Financial Officer (“CFO”) of Jack in the Box Inc. (the “Company”) reporting to Darin Harris, CEO. Your anticipated first day of work is Monday, January 13, 2025. This offer is contingent upon completion of a favorable background check and satisfactory completion of the Directors & Officers Questionnaire (“D&O Questionnaire”).
Orientation: You will be contacted to schedule your in-person new hire orientation during your first week at the Jack in the Box Restaurant Support Center (RSC) in San Diego. Please Note: You will need to provide original documents to complete section 2 of the Form I9.
Remote-Based Work Arrangement: As agreed, you will be based in Florida and be required and expected to travel to the RSC in San Diego as business needs require. Any and all qualified expenses related to business travel to and from Florida to San Diego should not exceed $5,000 per month and must be in compliance with the Company’s travel and expense policy. This amount may be subject to change at the discretion of the Company based on the needs of the business and as work demands necessitate.
Base Compensation: Your annual salary will be $650,000, paid on a bi-weekly basis equal to $25,000.00 per pay period.
Medical Benefits: In the event your medical benefits with your current employer ends prior to the start of medical benefits under our medical plans, to bridge this period, you may receive reimbursement for the cost of your COBRA medical premium you are required to pay for coverage with your former employer. This does not apply to dental and/or vision coverage. Once we receive documentation of the COBRA medical premium cost, we will provide a lump-sum cash payment as soon as practicable, and subject to required payroll tax withholding.
Allowance: You will receive a non-taxable annual technology allowance of $1,170, paid on a bi-weekly basis equal to $45 per pay period. This is intended to assist with the cost of using your personal cell phone, internet, or other device for business purposes.
Annual Incentive (Bonus): Beginning with the Company’s fiscal year 2025 (which begins September 30, 2024), you will be eligible to participate in the annual Performance Incentive Program for Jack in the Box executive officers with incentive payments based on attainment of Company performance targets for the fiscal year. Based on your start date, you will be eligible for a prorated incentive payment for fiscal 2025.
The target annual incentive potential for the CFO position is 75% of base salary, up to a maximum potential of 2x target (150%), payable as a lump sum cash payment. To be eligible to receive payment, you must be employed at the time of payment.



Exhibit 99.2

Long-Term Incentive (“LTI”): As CFO, you will be eligible to receive an annual long-term incentive stock grant equal to an LTI value of $1,000,000 at grant, with the number of shares calculated by dividing the LTI value by the average closing stock price of Jack in the Box common stock for the 20-trading days prior to and ending on the last business day preceding the grant date. Grant awards may be made in the form of any combination of the following: (a) performance share units (PSUs) with vesting contingent on achievement of performance goals over a 3-fiscal year performance period, (b) restricted stock units (RSUs) that vest ratably at one-third per year over three years, and (c) stock options that vest equally over three years with a seven-year term.
For fiscal 2025, the grant award will be comprised of 50% PSUs and 50% RSUs and be effective on the second Monday following your start date.
All future long-term incentive grants will typically be made in November or December each year and are subject to approval by the Company’s Board of Directors and/or Compensation Committee thereof (the “Board”) and subject to the terms and provisions of the Jack in the Box Inc. 2023 Omnibus Incentive Plan and award agreements.
Stock Ownership Guideline: You will be subject to a stock ownership requirement equal to 3.0x your annual base salary to be achieved within 5-years from your start date. You will be required to hold fifty-percent of the after-tax net shares resulting from the vesting of PSUs and RSUs until you meet your stock ownership requirement.
New Hire One-Time Cash Payments:
You will receive a one-time cash bonus of $200,000, subject to required tax withholding (the “Sign-On New Hire Bonus”), payable the first full pay period following your start date. In the event that prior to the one-year anniversary of your start date with the Company either (i) you resign your employment with the Company for any reason or (ii) the Company terminates your employment for Cause (as defined in the Executive Severance Plan referenced below), in either case, you will be required to repay the full amount of the Sign-On New Hire Bonus to the Company within thirty (30) days of your cessation of employment with the Company.
One-Time New Hire RSU Grant:
You will receive a one-time new hire grant of restricted stock units (RSUs) equal to an LTI value of $500,000 at grant, with the number of shares calculated by dividing the LTI value by the average closing stock price of Jack in the Box common stock for the 20-trading days prior to and ending on the last business day preceding the grant date. The RSUs vest ratably at one-third per year over three years, and fifty-percent of the after-tax net shares resulting from the vesting of such RSUs are subject to a holding requirement until you meet your stock ownership requirement. The grant will be made effective on the second Monday following your start date, subject to the terms and provisions of the Jack in the Box Inc. 2023 Omnibus Incentive Plan and award agreement.
Executive Employee Severance Program
You will be eligible to participate in the Jack in the Box Inc. Severance Plan for Executive Officers, as described in the Company’s Form 8-K filed March 4, 2020.



Exhibit 99.2
Change in Control Assurance (“CIC”)
You will be eligible to enter into the company’s Compensation and Benefits Assurance Agreement for Executives, which will provide for benefits in the event of a CIC for the Executive Vice President level at 2.5x multiple of salary/annual incentive and 30 months COBRA coverage.
Deferred Compensation Programs:
401(k) Plan - You will be eligible to participate in the Company’s 401(k) plan (the “Easy$aver Plus Plan”). The 401(k) plan is a tax-qualified savings plan in which you can defer a portion of your pay (salary and annual incentive). The Company will match 100% of your deferrals up to 4% of pay. Deferrals in the 401(k) plan are subject to Internal Revenue Code (IRC) annual limits.
EDCP Plan - You will also be eligible to participate in the Executive Deferred Compensation Plan (EDCP) which is a non-qualified, pre-tax deferred compensation plan that allows for deferrals not subject to IRC limits. This plan is subject to 409A and therefore you will be notified when you may elect to enroll in the EDCP. At the end of each calendar year, you may receive an annual restoration matching contribution if your deferrals to the 401(k) (and related Company matching contributions) are limited due to tax code limits applicable to the 401(k) Plan.
Health & Welfare Benefits:
You are eligible to participate in the Jack in the Box health plans which include medical, dental, and vision plans. These plans are contributory on a pre-tax basis and provide several choices of coverage for you and your family. You are eligible to enroll in health benefits upon hire and coverage will begin the first of the month following your hire date.
The Company provides employer-paid term life insurance, and as an officer of the Company, you will receive an enhanced level with a total life insurance value equal to $770,000. You may also elect to participate in other life and disability programs.
Vacation/Sick Program:
As CFO, you will not accrue vacation time; time off may be taken as needed and with consideration of the needs of the business. You will accrue six days per year of sick time which may be carried over each year to a maximum of 60 days.
Note: All programs described in this offer letter are subject to the terms of provisions of the plans which are subject to change at the absolute discretion of the Company and are not guaranteed in any way. To the extent the terms of any plan or policy differ from what is in this letter, the plan or policy will determine the right and the amount of any benefits.
Employment Conditions:
This offer is contingent upon our receipt of various pre-employment screening elements including, but not limited to: educational record as you have stated on your application and/or resume; background check results; and references. You will be notified once we have successfully completed all components of the pre-employment process.
Jack in the Box Inc. requires as a condition of employment that new employees agree to keep certain business information confidential, and also to submit disputes to binding arbitration. As part of your orientation, you will be required to sign our Confidentiality Agreement and Dispute Resolution Agreement.

Exhibit 99.2

You should also know that it is the policy of Jack in the Box Inc. that the employment relationship is one of “at will.” This simply means that either party – you or the Company – may terminate the employment at any time, with or without cause.
Notice of Rights Pursuant to Section 7 of the Defend Trade Secrets Act (DTSA) – Notwithstanding any provisions in this agreement or company policy applicable to the unauthorized use or disclosure of trade secrets, you are hereby notified that, pursuant to Section 7 of the DTSA, you cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. You also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Reporting to Governmental Agencies – Additionally, nothing in this Agreement prevents me from filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local governmental agency or commission (“Government Agencies”). I understand this Agreement does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

Your signature below will be your acknowledgement that you have read, understood, and agree to the above information, including that you are an “at will” employee. Please sign and return this copy as soon as possible to Steve Piano, SVP, Chief People Officer at steve.piano@jackinthebox.com.

We look forward to you joining Jack in the Box Inc. as our new CFO, congratulations!

Sincerely,

Steve Piano
SVP, Chief People Officer, Jack in the Box Inc.

Acknowledged and Accepted by:

______________________________ _______________
Lance Tucker Date

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Cover
Nov. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name JACK IN THE BOX INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-9390
Entity Tax Identification Number 95-2698708
Entity Address, Address Line One 9357 Spectrum Center Blvd
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92123
City Area Code 858
Local Phone Number 571-2121
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Title of 12(b) Security Common Stock
Trading Symbol JACK
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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Entity Central Index Key 0000807882
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