DEF 14A of Jack In The Box Inc, Jan 27, 2025

DEF 14A of Jack In The Box Inc

Filed Jan 27, 2025 · FY20240000807882-25-000004

Open on EDGAR

  1. Board Nominees (Proposal 1)

    Board Nominees (Proposal 1) We understand the importance of having a Board comprised of talented people with the highest integrity and the necessary skills and qualifications to oversee our business. The following table provides summary information about our director nominees (all current Directors), who have a diverse and balanced skill set including extensive financial, technology, marketing, consumer brand, franchise, restaurant, and retail experience. We encourage you to review the qualifications, skills, and experience of each of our directors starting on page 16.(4)

  2. Board Nominees (Proposal 1)

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | | Other Public Company Boards | | | | | | | | AC | CC | NG | | | | Guillermo Diaz, Jr. | 59 | 2022 | CEO and Founder of Conectado Inc. Chairman, Hispanic IT Executive Council (HITEC) | Yes | x | | x | | — | | David L. Goebel (Non-Executive Chairman of the Board) | 74 | 2008 | Partner & Faculty Member, ExCo Leadership Group | Yes | | x | x | • • | Murphy USA Inc. Wingstop Inc. | | Darin S. Harris | 56 | 2020 | CEO Jack in the Box Inc. | No | | | | | — | | Madeleine A. Kleiner | 73 | 2011 | Director (Retired hotel & banking executive attorney) | Yes | | x | ✪ | • | Northrop Grumman Corp. | | Michael W. Murphy | 67 | 2002 | Director (Retired President & CEO Sharp HealthCare) | Yes | | ✪ | | | — | | James M. MyersFE | 67 | 2010 | Director (Retired retail CEO and Board Chair) | Yes | ✪ | | | | — | | Enrique RamirezFE | 53 | 2024 | President Buff City Soap | Yes | x | | | • | Six Flags Entertainment Corporation | | Vivien M. YeungFE | 52 | 2017 | Strategic Advisor Bain & Company | Yes | x | | | | — |

  3. Board Nominees (Proposal 1)

    | ✪ Chair | AC Audit Committee | FE Financial Expert | | x Member | CC Compensation Committee | | | | NG Nominating and Governance Committee | |

  4. Board Nominees (Proposal 1)

    | (4) Director Sharon John will not be standing for re-election at the Annual Meeting and will be departing as a director immediately following the meeting. Ms. John's departure is in no way due to any disagreement with the Company nor is it the result of a removal “for cause.” Prior to the Annual Meeting, it is anticipated that the Board will elect to reduce the number of Board seats from nine to eight. Following the Annual Meeting, it is expected that the Company will have no open director seats. |

  5. Board Nominees (Proposal 1)

    Director Attendance — During the time each director nominee served on the Board in fiscal 2024, each attended more than 75% of the meetings of the Board and committees on which he or she served. Board Composition — The charts below show Board makeup by various characteristics. The average tenure of the Board of Directors is 11 years while the average age is 62 years. For more information on our philosophy regarding the recruitment and diversity of Board members and our Board refreshment policies, please see page 25.

  6. Board Nominees (Proposal 1)

    | Age and Tenure (As of January 27, 2025) | | | | # Of Directors | | Age | | | 44-59 | 4 | | 60-65 | 1 | | 66+ | 4 | | Tenure | | | 0-4 Years | 3 | | 5-10 Years | 2 | | 10+ Years | 4 |

  7. Board Nominees (Proposal 1)

    | Board Diversity Matrix (As of January 27, 2025) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 6 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 1 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 2 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 4 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  8. PROPOSAL ONE — ELECTION OF DIRECTORS

    PROPOSAL ONE — ELECTION OF DIRECTORS All of the directors of the Company are elected annually and serve until the next Annual Meeting and until their respective successors are elected and qualified. The current nominees for election as directors (each of whom is currently serving as a Director of the Company) are set forth below. All of the nominees have indicated their willingness to serve and have consented to be named in the Proxy Statement. If any should be unable or unwilling to stand for election, the shares represented by proxies may be voted for a substitute designated by the Board, unless a contrary instruction is indicated in the proxy.

  9. Nominees for Director

    Nominees for Director ____________________________________________________________________________________________________________ The following table provides certain information about each nominee for director as of January 27, 2025(1).

  10. Nominees for Director

    | Name | Age | Position(s) with the Company | Director Since | | Guillermo Diaz Jr. | 59 | Independent Director | 2022 | | David L. Goebel | 74 | Independent Non-Executive Chairman of the Board | 2008 | | Darin S. Harris | 56 | Chief Executive Officer and Director | 2020 | | Madeleine A. Kleiner | 73 | Independent Director | 2011 | | Michael W. Murphy | 67 | Independent Director | 2002 | | James M. Myers | 67 | Independent Director | 2010 | | Enrique Ramirez | 53 | Independent Director | 2024 | | Vivien M. Yeung | 52 | Independent Director | 2017 |

  11. Nominees for Director

    | (1) Director Sharon John will not be standing for re-election at the Annual Meeting and will be departing as a director immediately following the meeting. Ms. John's departure is in no way due to any disagreement with the Company nor is it the result of a removal “for cause.” Prior to the Annual Meeting, it is anticipated that the Board will elect to reduce the number of Board seats from nine to eight. Following the Annual Meeting, it is expected that the Company will have no open director seats. |

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | | Guillermo Diaz, Jr. Director Since September 2022 | Qualifications: Mr. Diaz’s qualifications to serve on our Board include his three decades of experience in telecommunications and information technology across Cisco Systems and Kloudspot and his background in leadership of digital transformation programs. Additionally, Mr. Diaz brings significant diversity, equity & inclusion (DEI) experience to the Board as evidenced by his current leadership in HITEC and Conectado. | | Mr. Diaz has been a director of the Company since September 2022. Since January 2019, Diaz has served as the Chairman of the Hispanic Technology Executive Council (“HITEC”), a premier, global executive leadership organization of senior business and technology executives building outstanding careers in technology. Since February 2022, Mr. Diaz has also served as the Founder and CEO of Conectado Inc., an innovative, Web 3 digital platform with the mission of accelerating access to opportunities for underrepresented minorities, and since August 2020, he has served on the Board of Directors for Blue Shield of California. Prior to his current roles, Mr. Diaz served as CEO at Kloudspot, Inc., an innovative predictive AI and IoT analytics platform provider, from February 2020 to December 2021, and served as Global Chief Information Officer (CIO) at Cisco Systems, Inc. from January 2000 to February 2020. In addition to his role as CIO at Cisco, he led the Customer Digital Transformation program, where he and his team leveraged Cisco’s own digital journey and thought leadership to partner with customers to develop their own digital transformation programs. Mr. Diaz began his career in telecommunications with the U.S. Navy, where he received a military scholarship that led to his Bachelor of Science degree in Business Administration from Regis University in Colorado. | | |

  14. Director Nominees

    | | David L. Goebel Non-Executive Chairman of the Board; Director Since December 2008 | Qualifications: Mr. Goebel has more than 40 years of experience in the retail, food service, and hospitality industries. Mr. Goebel’s qualifications to serve on our Board include: his business, operational, management, and leadership development experience in the retail, food service, and hospitality industries; his work as an executive consultant; his relevant industry experience, including his experience in restaurant operations, restaurant and concept development, supply chain management, franchising, executive development, risk assessment, risk management, succession planning, executive compensation and strategic planning; and his service on other private and public boards. | | Mr. Goebel has been a director of the Company since December 2008 and has served as Non-Executive Chairman of the Board since June 2020. He is a partner and Faculty Member for The ExCo Group LLC (formerly Merryck & Co. Americas), a worldwide firm that provides peer to peer mentoring services for CEOs and senior business executives. He has held that position since May 2008. In 2008, Mr. Goebel became the founding principal and President of Santoku, Inc., a private company that operates a fast-casual healthy concept under the name Cultivare Greens & Grains and a fast- casual pizza concept under the name Pie Five Pizza Company. Mr. Goebel also served as acting President and CEO of Mr. Goodcents Franchise Systems, Inc. from 2010 until December 2014. From 2001 until 2007, he served in various executive positions at Applebee’s International, Inc., including as President and Chief Executive Officer in 2006-2007, during which time the company operated nearly 2,000 restaurants in the United States and internationally. Previous to that, Mr. Goebel was President of Summit Management, Inc., a consulting group specializing in executive development and strategic planning. Prior to that, he was the Chief Operating Officer of Finest Foodservice, LLC, a Boston Chicken/Boston Market franchise that he founded and co- owned, which was responsible for developing 80 restaurants within a seven-state area from 1994 until 1998. Since 2017, Mr. Goebel has served on the board of directors of Wingstop Inc. which operates and franchises more than 1,500 fast-casual restaurant locations across the United States and internationally. He currently serves as the Chair of their Compensation Committee and a member of their Nominating and Corporate Governance Committee. Since June 2020, Mr. Goebel has served on the board of directors of iOR Holdings, Inc., a private company that provides efficient solutions for office-based surgery in ophthalmology. Since October 2021, Mr. Goebel has also served on the board of directors of Murphy USA Inc., a leading marketer of retail motor fuel products and convenience merchandise, where he serves as a member of the Audit Committee and Executive Compensation Committee. | | |

  15. Director Nominees

    | | Darin S. Harris Chief Executive Officer; Director Since June 2020 | Qualifications: Mr. Harris has more than 25 years of leadership experience in the restaurant industry encompassing operations, franchising, brand strategy, and restaurant development. His professional expertise and knowledge of our business, our industry, and our competitive position bring an important Company perspective to the Board. | | Darin Harris began his role as Chief Executive Officer and joined the Board of Directors in June 2020. He was previously CEO of North America for flexible working company, IWG PLC, Regus, North America, from April 2018 to May 2020. Prior to that, from August 2013 to January 2018, Mr. Harris served as Chief Executive Officer of CiCi’s Enterprises LP. Mr. Harris also previously served as Chief Operating Officer for Primrose Schools from October 2008 to July 2013. He previously held franchise leadership roles as Senior Vice President at Arby’s Restaurant Group, Inc, from June 2005 to October 2008 and Vice President, Franchise and Corporate Development at Captain D’s Seafood, Inc., from May 2000 to January 2004. He was also a prior franchise operator of multiple Papa John’s Pizza and Qdoba Mexican Grill restaurants from November 2002 to June 2005. Mr. Harris has also served on the board of directors of Hasbro, Inc., a publicly traded American multinational toy manufacturing and entertaining holding company, since March 2024. | | |

  16. Director Nominees

    | | Madeleine A. Kleiner Director Since September 2011 | Qualifications: Ms. Kleiner’s qualifications to serve on our Board include her experience as general counsel for two public companies, as outside counsel to numerous public companies and her past and current experience on public company boards. She brings to our Board experience as an executive for a major franchisor in the hospitality industry, as well as expertise in corporate governance, risk management, securities laws disclosure, securities transactions, mergers and acquisitions, Sarbanes- Oxley compliance, human resources and executive compensation, government relations and crisis management. | | Ms. Kleiner has been a director of the Company since September 2011 and is currently Chair of the Nominating and Governance Committee. From 2001 to 2008, Ms. Kleiner was Executive Vice President, General Counsel and Corporate Secretary for Hilton Hotels Corporation, a hotel and resort company. At Hilton, Ms. Kleiner oversaw the company’s legal affairs and the ethics, privacy and government affairs functions. She was also a member of the executive committee with significant responsibility for board of directors’ matters. From 1999 through 2001, Ms. Kleiner served as a director of a number of Merrill Lynch mutual funds operating under the Hotchkiss and Wiley name. From 1995 to 1998, Ms. Kleiner served as Senior Executive Vice President, Chief Administrative Officer and General Counsel of H. F. Ahmanson & Company and its subsidiary, Home Savings of America, where she was responsible for oversight of legal, human resources, legislative and government affairs and corporate communications. Previous to that, from 1977 to 1995, Ms. Kleiner was with the law firm of Gibson, Dunn & Crutcher, including as partner from 1983 to 1995, where she advised corporations and their boards primarily in the areas of mergers and acquisitions, corporate governance, securities transactions and compliance. Ms. Kleiner has served on the board of directors of Northrop Grumman Corporation since 2008, where she is a member of the Compensation Committee and serves as Lead Independent Director. Ms. Kleiner also serves on the board of directors of the Ladies Professional Golf Association (“LPGA”). | | |

  17. Director Nominees

    | | Michael W. Murphy Director Since September 2002 | Qualifications: Mr. Murphy’s qualifications to serve on our Board include his business and management experience leading Sharp HealthCare, an integrated healthcare delivery system with multiple facilities and more than 18,000 employees, his experience as a senior financial officer of Sharp HealthCare, and his experience as a Certified Public Accountant, and former partner at Deloitte. The Board benefits from Mr. Murphy’s extensive experience in accounting, finance, financial reporting, auditing, governance, labor relations, human resources and compensation, marketing, risk assessment and risk management, strategic planning and quality initiatives. | | Mr. Murphy has been a director of the Company since September 2002 and is currently Chair of the Compensation Committee. Mr. Murphy served as President and Chief Executive Officer of Sharp HealthCare from April 1996 until his retirement in February 2019, and as member of the Sharp Board from 2007 through his retirement. Sharp is a comprehensive healthcare delivery system which has been recognized with the Malcolm Baldrige National Quality Award, the nation’s highest Presidential honor for quality and organizational performance excellence. Prior to his appointment to President and Chief Executive Officer, Mr. Murphy served as Senior Vice President of Business Development and Legal Affairs for Sharp HealthCare. He began his career at Sharp in 1991 as Chief Financial Officer of Grossmont Hospital before moving to a system-wide role as Vice President of Financial Accounting and Reporting. Prior to this, Mr. Murphy provided certified public accounting services, including as a partner at Deloitte. | | |

  18. Director Nominees

    | | James M. Myers Director Since December 2010 | Qualifications: Mr. Myers’ qualifications to serve on our Board include more than 35 years of financial and retail operations experience, including 10 years as a CPA and public company auditor with KPMG LLP and 25 years with Petco, a national specialty retail chain with more than 1,500 stores in all 50 states, Puerto Rico and Mexico. Mr. Myers brings to the Board his experience with marketing and consumer brands, human resources and compensation, mergers and acquisitions, capital markets, financial reporting, financial oversight, and the financial and strategic issues facing public and private companies, as well as prior experience of serving on a public company board and audit committee. | | Mr. Myers has been a director of the Company since December 2010 and is currently Chair of the Finance Committee. Mr. Myers served as Chairman of the Board of Petco, the national pet supplies retailer from July 2015 until September 2018 and was also Petco’s Chief Executive Officer from 2004 until February 2017. Previously, Mr. Myers held the following positions at Petco: President from 2011 until 2015; Chief Financial Officer from 1998 to 2004; and Vice President and Controller from 1990. Prior to that, Mr. Myers was a Certified Public Accountant with KPMG LLP. | | |

  19. Director Nominees

    | | Enrique Ramirez Director Since January 2024 | Qualifications: Mr. Ramirez brings strong financial expertise to the Board and provides insight into the Company’s operations, risks, and opportunities developed through his years of experience as an executive in multi-unit retail and global restaurant operations. | | Mr. Ramirez has been a director of the Company since January 2024. Mr. Ramirez currently serves as President of Buff City Soap, a rapidly expanding retailer of handmade, plant-based soaps, laundry, bath and body products with over 250 locations across the country. From April 2020 until March 2022, he served as General Manager of Pizza Hut Latin America and Iberia, a division of Yum! Brands, Inc., a global restaurant operator including the KFC, Pizza Hut, and Taco Bell brands. From January 2014 to April 2020, he served as Chief Financial Officer of Pizza Hut Global. Mr. Ramirez held roles of increasing responsibility in finance and strategic development at Pizza Hut since 2010. Originally from Mexico City, he holds a B.A. in Economics from the Instituto Tecnologico Autonomo de Mexico and an M.B.A. from The Wharton School of the University of Pennsylvania. | | |

  20. Director Nominees

    | | Vivien M. Yeung Director Since April 2017 | Qualifications: Ms. Yeung’s qualifications to serve on our Board include her current strategic work and recent strategic roles at publicly traded global retail companies, as well as her broad background in strategy development across channel development, marketing, product management, international growth, pricing and new business development, including at Kohl’s, Lululemon, Starbucks, and as a consultant at Bain. | | Ms. Yeung has been a director of the Company since April 2017. Ms. Yeung is currently serving as a strategic advisor to Bain & Company since 2023, she served as the Executive Vice President & Chief Strategy Officer of Kohl’s Corporation. From January 2018 until November 29, 2019, Ms. Yeung served as General Manager, Venture at Lululemon Athletica Inc, a healthy lifestyle inspired athletic apparel company. She previously served as that company’s Chief Strategy Officer from May 2015, to January 2018, and as Vice President, Strategy from November 2011 to May 2015. From 2008 until 2011, Ms. Yeung was an independent consultant working with philanthropies, non-profit organizations and small to medium-sized enterprises on strategy development. From 2002 to 2008, she held positions with increasing responsibilities at Starbucks Coffee Company, a global premium food and beverage retailer, leading strategy development and process improvement for its North America, International, and Global Product organizations. Ms. Yeung started her career with Bain & Company, a global strategy consulting firm, advising clients on growth, operational and investment strategies across Greater China, Southeast Asia and Australia. | | |

  21. Current Director Not Standing for Re-Election

    Current Director Not Standing for Re-Election

  22. Current Director Not Standing for Re-Election

    | | Sharon P. John Director Since September 2014 | Qualifications: Ms. John will not be standing for re-election at the Annual Meeting, as described at Note 1 on pages 5 and 15. | | Ms. John has been a director of the Company since September 2014. Ms. John has been the Chief Executive Officer, President and a member of the Board of Directors of Build-A-Bear Workshop, Inc. since June 2013. From January 2010 through May 2013, Ms. John served as President of Stride Rite Children’s Group LLC, a division of Wolverine Worldwide, Inc., a global designer, manufacturer and marketer of footwear and apparel. From 2002 through 2009, she held positions of broadened portfolio and increased responsibility at Hasbro, Inc., a multinational toy and board game company, including as General Manager & Senior Vice President of its U.S. Toy Division from 2006 to 2008 and General Manager & Senior Vice President of its Global Preschool unit from June 2008 through 2009. Ms. John also served in a range of roles at Mattel, Inc. She started her career in the advertising industry. | | |

  23. DIRECTOR COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS

    DIRECTOR COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS The Compensation Committee of the Board of Directors (the “Committee”) reviews and makes recommendations to the full Board on the form and amount of compensation for our non-employee directors (the “directors”), as required by its charter. The following discussion of compensation and stock ownership requirements applies only to our independent directors. Accordingly, Mr. Harris, who is an employee of the Company and compensated as an executive officer, does not receive additional compensation for serving as a director. The Board believes that total compensation for directors should reflect the work required in both (i) their ongoing oversight and governance role and (ii) their continuous focus on driving long-term performance and shareholder value. The compensation program is designed to provide pay that is within a competitive range approximating the 50th percentile of pay of directors in the Company’s Peer Group, which is selected each year for purposes of evaluating our executive and director compensation and can be found under “Fiscal 2024 Peer Group” in the Compensation Discussion & Analysis (“CD&A”) section of this Proxy Statement.

  24. Director Compensation Program Review

    Director Compensation Program Review ____________________________________________________________________________________________________________ The Committee reviews the appropriateness and competitiveness of the compensation program at least every two years. The last review occurred in September 2023 when the Committee’s independent compensation consultant Meridian Compensation Partners (“Meridian”) provided competitive market data for the pay of directors in the Company’s fiscal 2024 Compensation Peer Group. Based on Meridian’s conclusion that the Company’s director compensation program was below the 50th percentile of pay relative to the 2024 Peer Group, the Board approved increasing the annual cash retainers and restricted stock award value in order to provide market competitive director pay. The changes went into effect following the Annual Meeting of Shareholders in March 2024 as shown under “Summary of Fiscal 2024 Compensation Program.”

  25. Fiscal 2024 Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Mr. Diaz | $88,750 | $122,413 | $— | $211,163 | | Mr. Goebel | $138,750 | $181,169 | $41,392 | $361,311 | | Ms. John | $86,250 | $122,413 | $14,257 | $222,920 | | Ms. Kleiner | $93,750 | $122,413 | $16,154 | $232,317 | | Mr. Murphy | $97,500 | $122,413 | $106,407 | $326,320 | | Mr. Myers | $93,750 | $122,413 | $40,682 | $256,845 | | Mr. Ramirez (4) | $52,500 | $122,413 | $— | $174,913 | | Mr. Tehle (5) | $47,500 | $— | $32,567 | $80,067 | | Ms. Yeung | $83,750 | $122,413 | $19,522 | $225,685 |

  26. Performance Measurement Framework with 2024 Pay

    | Base Salary | | In early fiscal 2024, the Committee determined each NEO's base salary as part of its annual review of executive compensation. Each of our NEOs, except Mr. Scott who joined the Company in August 2023, received a base salary increase in order to maintain base pay that is competitive with the external market and to recognize individual performance. | | Annual Incentive | | The fiscal 2024 annual incentive plan ("AIP") for our NEOs was comprised of (i) a financial performance metric for consolidated performance, (ii)a financial performance metric for each of our Jack in the Box and Del Taco brands, and (iii) a strategic metric for each of our Jack in the Box and Del Taco brands. The weighting of each brand's financial performance metric was set relative to the brand's size and impact to the Company, and equal weighting were set for each brand's strategic metric for development & growth. The table below summarizes the achievement percentage and weighted payout for each performance metric in our fiscal 2024 AIP. |

  27. Fiscal 2024 Design and Performance Results

    | Performance Metrics (1) | Weighting | Actual Payout (% of Target)(2) | Weighted Payout | | Consolidated Adjusted EBITDA | 50% | 83.8% | 41.9% | | Jack in the Box Same-Store Sales | 24% | —% | —% | | Del Taco Same-Store Sales | 6% | —% | —% | | Jack in the Box Development & Growth | 10% | 100% | 10% | | Del Taco Development & Growth | 10% | 200% | 20% | | | | Total Weighted Payout | 71.9%(2) |

  28. Fiscal 2024 Design and Performance Results

    | (1) For each performance metric, the threshold incentive payout (if threshold goal is met) was 50% of target payout opportunity and the maximum incentive payout was 200% of target payout opportunity. For financial goals, performance and payouts were prorated between performance levels. For strategic goals, performance and payouts were not prorated between performance levels, attainment was cumulative, meaning attainment of target required full attainment of both threshold and target goals, and attainment of maximum required full attainment of threshold, target, and maximum goals. | | (2) Annual incentives were paid at 71.9% of target payout based on the weighted results described in CD&A section VI.b. |

  29. Fiscal 2024 Design and Performance Results

    | Long-Term Incentive | | The long-term incentive awards for our NEOs in fiscal 2024 were composed of performance shares (“PSUs”) and time-vested restricted stock units (“RSUs”). The awards were granted in November 2023. |

  30. Fiscal 2024 Design and Performance Results

    | For the FY 2024-2026 PSU grant, the Committee established two goals: (1) Cumulative Systemwide Sales over the three fiscal year period at fiscal year-end 2026 for consolidated Jack in the Box and Del Taco restaurants, and (2) Adjusted Return on Invested Capital (ROIC), with goals set annually at the beginning of each fiscal year of the three-fiscal year performance period. |

  31. Fiscal 2024 Design and Performance Results

    | Fiscal 2024 Stock Grants | | | (50% Weighting) | (50% Weighting) | | Performance Shares | Restricted Stock Units | | (PSU) Vesting based on PSU goal achievement over the three fiscal year performance period, and upon vesting, 50% of after-tax net shares are subject to stock holding requirement | (RSU) Vest 33% per year over 3 years, and upon vesting, 50% of after-tax net shares are subject to stock holding requirement | | ⇓ | | | Goals | | | Cumulative Systemwide Sales (All company and franchise restaurants) (Weighted 50%) | | | Adjusted Return on Invested Capital (ROIC) (Weighted 50%) | |

  32. Fiscal 2024 Design and Performance Results

    For the FY2022-2024 PSU grant, the Committee certified goal achievement and approved a payout of 125% of the target PSUs granted based on performance for the three fiscal year performance period ending fiscal 2024.

  33. c. Fiscal 2024 Pay Mix

    c. Fiscal 2024 Pay Mix Our executive compensation program is structured so that our NEOs’ target total direct compensation (“TDC”) (composed of base salary, target annual incentive and target long-term incentive) emphasizes the Company’s performance. For fiscal 2024, 83% of our CEO’s annual TDC (and an average of 65% for the other NEOs) is variable and at-risk, delivered in the form of annual and long-term incentives. The portion of our fiscal 2024 target TDC that is directly dependent on achievement of designated Company performance objectives, other than our stock price performance, is 51% of target TDC for our CEO (and an average of 43% for our other NEOs). Pay component percentages are rounded to sum to 100%.

  34. II. COMPENSATION PRINCIPLES AND OBJECTIVES

    | • | Competitive target pay structure, including base salary, annual incentive, and long-term incentives that enable us to attract and retain talented, experienced executives who can deliver successful business performance and drive long-term shareholder value. |

  35. II. COMPENSATION PRINCIPLES AND OBJECTIVES

    | • | Pay for performance alignment, with the largest proportion of executive pay in the form of performance-based annual and long-term incentives that directly tie payouts, if any, to the achievement of corporate goals and strategies, and stock price performance. |

  36. II. COMPENSATION PRINCIPLES AND OBJECTIVES

    | • | Comprehensive goal setting, with financial, operational, and strategic performance metrics that drive long-term shareholder value. |

  37. II. COMPENSATION PRINCIPLES AND OBJECTIVES

    | • | Incentivizing balanced short-term and long-term executive decision making, through variable compensation components (cash and stock) using varying timeframes. |

  38. a. Competitive Analysis

    | • | The Company’s performance against its performance goals; | | • | The mix of annual and long-term compensation in the form of cash and equity-based compensation; | | • | A review of market compensation data provided by the Committee’s independent consultant, which includes data from (a) proxy statement disclosures of our Peer Group (described below) and (b) general industry data from national compensation surveys; and | | • | The Company’s financial performance relative to our Peer Group. |

  39. b. Fiscal 2024 Peer Group

    b. Fiscal 2024 Peer Group Each year the Committee reviews and approves the Peer Group that its independent compensation consultant uses in its market analysis of competitive compensation levels and program design elements. The Committee uses the market data as a reference point in evaluating compensation levels for our NEOs and our executive compensation program design and practices. Our practice in selecting Peer Group companies is to focus primarily on companies in the restaurant industry who are comparable in scale, as measured by, among other criteria, systemwide sales, revenue, franchise mix, location of headquarters, regional footprint, and dining format. The Committee also considers the peer companies used by the proxy advisory firms. In August 2023, after reviewing the aforementioned criteria and consulting with its independent compensation consultant, the Committee determined that the Peer Group approved for fiscal 2023 remained appropriate and no changes were necessary. Accordingly, the fiscal 2024 Peer Group consisted of the companies below.

  40. Fiscal 2024 Peer Group

    Fiscal 2024 Peer Group

  41. Fiscal 2024 Peer Group

    | Company Name | | | BJ’s Restaurants, Inc. (BJRI) Bloomin’ Brands, Inc. (BLMN) Brinker International Inc. (EAT) Chipotle Mexican Grill, Inc. (CMG) Cracker Barrel Old Country Store, Inc (CBRL) Denny’s Corporation (DENN) Dine Brands Global Inc. (DIN) Domino’s Pizza, Inc. (DPZ) El Pollo Loco Holdings, Inc. (LOCO) | Krispy Kreme, Inc. (DNUT) Papa John’s International Inc. (PZZA) Restaurant Brands International Inc. (QSR) Shake Shack Inc. (SHAK) Texas Roadhouse, Inc. (TXRH) The Cheesecake Factory Inc. (CAKE) The Wendy’s Company (WEN) Wingstop Inc. (WING) |

  42. Fiscal 2024 Peer Group

    | CD&A — IV. ELEMENTS OF COMPENSATION |

  43. IV. ELEMENTS OF COMPENSATION

    | Pay Element | Form | Key Features / Link to Compensation Objectives | | Base Salary | Cash | Fixed cash compensation at market competitive levels levels to attract and retain executive talent that drives Company success. Competitive pay is targeted to approximate a reasonable range of the market median relative to job scope and complexity, criticality of position, and individual knowledge, skills, and experience. Base salary levels are generally reviewed annually and may be adjusted if appropriate based on individual performance, market pay changes, and internal equity. | | Annual Incentive Plan (AIP) | Cash | Variable cash compensation that motivates and rewards executives for achievement of annual financial, operational and/or strategic goals. Incentive payout opportunity as a percentage of base salary is targeted to approximate a reasonable range of the market median. Actual payouts vary as a percentage of target payout based on achievement of pre-established performance targets (up to a stated maximum payout). Goals and weightings are set annually to align with the Company’s operational plan and budget. Fiscal 2024 goals are described in Section VI.b. | | Long-Term Incentive Plan (LTIP) | Equity Awards | Variable compensation delivered in the form of equity awards to support our continued focus on pay-for-performance and to motivate and reward executives for achieving longer-term business objectives and increasing shareholder value. Target LTI award values are generally reviewed annually and set to result in total pay that is within a reasonable range of the market median. Actual grants may vary from the LTI target based on individual performance. Stock ownership and holding requirements align the financial interests of our executives with those of our shareholders. All PSUs and RSUs awarded to our executive officers are subject to a holding requirement that requires each executive officer to hold 50% of after-tax net shares resulting from the vesting of PSUs and RSUs until they meet their applicable stock ownership requirement. No dividends are paid on unvested PSUs or RSUs. | | | Performance Shares (PSUs) (50% of LTIP) | PSUs: Three-year performance period, cliff vest at the end of three years, and are payable in stock, with the amount vesting based upon achievement of pre-established performance goals (payouts range from 50% to 150% of the target number of PSUs granted) – there is no payout if the threshold goal is not met. The goals for the fiscal 2024 grant (the fiscal 2024-2026 performance period) are described in Section VI.c. | | | Restricted Stock Units (RSUs) (50% of LTIP) | RSUs: Multi-year vesting. RSUs vest 33% per year over three years and are payable in stock. Provides incentive for executives to increase shareholder value and serves as a valuable retention tool. | | New Hire Compensation | Cash and/or Equity | To successfully recruit high level executive talent in a very competitive market, strategic use of one-time sign-on cash and/or equity may be used to secure the right candidate. In fiscal 2024, Mr. Scott received payment for a new hire cash bonus that was awarded, and included in his offer letter, to replace compensation forfeited from his prior employer, subject to continued employment with the Company. | | Retirement Benefits | Market competitive benefits and retirement income | Benefits attract and retain top talent by providing retirement income and encourage retention and commitment to the Company. 401(k) Plan - The 401(k) Plan is a qualified deferred compensation plan that is available to all employees who are at least age 21. The 401(k) Plan includes a Company matching contribution of 100% of the first 4% of an employee’s deferred compensation, subject to annual IRC limits. Executive Deferred Compensation Plan (“EDCP”) - The EDCP is a non-qualified deferred compensation plan that is offered to highly compensated employees. Participants may receive an annual restoration matching contribution if their deferrals to the 401(k) Plan (and related Company matching contributions) are limited due to IRC tax code limits applicable to the 401(k) Plan. A participant must be employed on the last day of the calendar year to receive the restoration matching contribution. Pension - The Company’s employee pension plan provides benefits based on years of service and earnings up to IRC limitations, was closed to employees hired on or after January 1, 2011, and was “sunset” on December 31, 2015 (after which time participants no longer accrue added benefits based on additional pay or earnings). Mr. Gordon is the only NEO who is a participant in the pension plan. |

  44. a. Role of the Compensation Committee

    | • | The Peer Group; | | • | Our compensation principles and objectives; | | • | The amount and form of executive compensation (pay increases, equity grants); | | • | CEO performance and compensation, and executive officer compensation; | | • | Annual and long-term incentive plans and benefit plans; | | • | Performance metrics and goals, and the achievement of annual and long-term incentive plan goals; | | • | Board compensation; and | | • | Annual proxy statement / CD&A disclosure. |

  45. b. Role of the Independent Compensation Consultant

    b. Role of the Independent Compensation Consultant The Committee retained Meridian Compensation Partners (“Meridian” or the “Consultant”) as its independent compensation consultant beginning in August 2021. The Consultant reports directly to the Committee. The Committee has assessed Meridian’s independence and concluded there is no conflict of interest. The Consultant does the following for the Committee:

  46. b. Role of the Independent Compensation Consultant

    | • | Attends Committee meetings; | | • | Provides independent advice to the Committee on current trends and best practices in compensation design and program alternatives, and advises on plans or practices that may improve effectiveness of our compensation program; | | • | Provides and discusses peer group and survey data for competitive comparisons, and based on this information, offers independent recommendations on CEO and NEO compensation; | | • | Reviews the CD&A and other compensation-related disclosures in our proxy statements; | | • | Offers recommendations, insights and perspectives on compensation related matters; | | • | Evaluates and advises the Committee regarding enterprise and related risks associated with executive compensation components, plans and structures; and | | • | Assists the Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our shareholders. |

  47. b. Role of the Independent Compensation Consultant

    In fiscal 2024, Meridian attended all Committee meetings in person or by video/telephone, including executive sessions as requested, and consulted frequently with the Committee Chair between meetings.

  48. b. Performance-Based Annual Incentive Compensation (Cash)

    b. Performance-Based Annual Incentive Compensation (Cash) In November 2023, the Committee approved the annual incentive goals for the fiscal 2024 annual incentive plan (the “AIP”) consistent with the Company’s fiscal 2024 operational plan and budget approved by the Board. The AIP performance metrics and weightings are as follows:

  49. Fiscal 2024 AIP Design and Performance Results

    Fiscal 2024 AIP Design and Performance Results

  50. Fiscal 2024 AIP Design and Performance Results

    | | Performance Metrics | Weighting | | FINANCIAL GOALS | Consolidated Adjusted EBITDA | 50% | | | Jack in the Box Same-Store Sales | 24% | | | Del Taco Same-Store Sales | 6% | | STRATEGIC GOALS | Jack in the Box Development & Growth | 10% | | | Del Taco Development & Growth | 10% |

  51. Fiscal 2024 AIP Design and Performance Results

    When setting the fiscal 2024 annual incentive goals, the Committee used a rigorous process to set challenging, yet reasonably attainable goals aimed at ensuring appropriate and competitive levels of payout relative to performance achievement. The process included consideration of:

  52. Fiscal 2024 AIP Design and Performance Results

    | • | the Company’s fiscal 2024 operational plan and budget that included then-current economic conditions; | | • | key Company initiatives to grow and strengthen the brand; | | • | current and projected performance of the restaurant industry in general and companies within our Peer Group, and other potential internal and external events that could impact future sales and earnings levels; and | | • | the advice of the Consultant. |

  53. Fiscal 2024 AIP Design and Performance Results

    Based on this review, the Committee set goals based on key financial and strategic performance metrics that it believed would increase shareholder value if achieved, with target and higher goals set at challenging, yet reasonable levels. The Committee also established the range of payout opportunities for the financial and strategic performance metrics based on threshold, target, and maximum levels of achievement. For each performance metric, the Committee determined that achieving the threshold, target, and maximum levels would yield payouts equal to 50%, 100%, and 200% of the target payout level, respectively. There is no payout with respect to any performance metric if performance achievement is below the threshold goal. Incentive payouts for financial performance metrics are prorated between performance levels. Incentive payouts for strategic performance metrics are not prorated; attainment is cumulative, meaning attainment of target requires full attainment of both threshold and target goals, and attainment of maximum requires full attainment of threshold, target, and maximum goals. The fiscal 2024 AIP for our NEOs included performance targets for consolidated performance, and for each of our Jack in the Box and Del Taco brands.

  54. Fiscal 2024 AIP Design and Performance Results

    | 2024 AIP Performance Metrics | Why Goal Is Used | | Consolidated Adjusted EBITDA | This is a key performance metric for measuring operational performance and reported in our earnings releases. For fiscal 2024, Adjusted EBITDA represents net earnings (loss) on a GAAP basis excluding income taxes, interest expense, net, gains on the sale of company-operated restaurants, other operating expense (income), net, goodwill impairment, depreciation and amortization, amortization of cloud computing costs, amortization of favorable and unfavorable leases and subleases, net, amortization of franchise tenant improvement allowances and incentives, net corporate owned life insurance COLI (gains) losses, and pension and post-retirement benefit cost. See Appendix A — Reconciliation of Non-GAAP measurements to GAAP Results. | | System Same-Store Sales(1) | System same-store sales is a key metric to best measure how well our franchise and company restaurants that have been opened for more than one year are performing financially, both in growing top-line sales and revenues (through royalty income from our franchise restaurants). It is also the basis to measure our success relative to our competitors in the industry. Performance targets are set independently for each brand. | | Strategic Goal Development and Growth | Strategic goals are critical to the Company achieving its business objectives to grow and strengthen the brands over the long-term. For fiscal 2024, the Committee established pre-defined, objective performance goals for each brand that it believed would further the Company’s development and growth, which remained our core focus for fiscal 2024. The Committee reserved its discretion to assess qualitative components when determining performance achievement. |

  55. Fiscal 2024 AIP Design and Performance Results

    | (1) System same-store sales represents changes in sales at company and franchise restaurants open more than one year. Franchise sales represent sales at franchise restaurants and are revenues of our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and percentage rent revenues are calculated based on a percentage of franchise sales. We believe system same-store sales information is useful to investors as it has a direct effect on the Company’s profitability. |

  56. Fiscal 2024 AIP Performance Results

    Fiscal 2024 AIP Performance Results The chart below shows our actual results and associated payout for each performance metric, resulting in a total weighted payout of 71.9% of target payout. For the strategic goals, the Jack brand attained the threshold and target goals, resulting in target payout, and the Del Taco brand attained the threshold, target, and maximum goals, resulting in the maximum payout.

  57. Fiscal 2024 AIP Performance Results

    | Metric | Weighting | Threshold Goal (50% Payout) | Target Goal (100% Payout) | Maximum Goal (200% Payout) | Fiscal 2024 | Payout | | Consolidated Adjusted EBITDA | 50% | $300.3M | $333.7M | $370.4M | $322.3M(1) | 83.8% | | Jack Brand Same-Store Sales | 24% | 0.49% | 2.99% | 5.49% | (1.3)% | 0.0% | | Del Taco Brand Same-Store Sales | 6% | 1.45% | 3.95% | 6.45% | (1.5)% | 0.0% | | Jack Brand Strategic Goal Development & Growth | 10% | Continue executing on franchise sales and marketing strategy that generates 2,400 leads or 1,000 Marketing Qualified Leads and open 15 locations | Approve 60 new sites in FY24 for future openings or sign franchise development agreements for 112 awards/restaurants for future development and open 23 locations | Open 32 locations | Target # Leads: 3,842 # MQLs: 1,492 # Sites Approved: 60 # Awards: 76 # Locations Opened: 30 | 100.0% | | Del Taco Brand Strategic Goal Development & Growth | 10% | Continue executing on franchise sales and marketing strategy that generates 1,635 leads or 640 Marketing Qualified Leads and open 7 locations | Approve 30 new sites in FY24 for future openings or sign franchise development agreements for 60 awards/restaurants for future development and open 10 locations | Open 14 locations | Maximum # Leads: 3,037 # MQLs: 1,318 # Sites Approved: 30 # Awards: 70 # Locations Opened: 14 | 200.0% | | | | | | Total Weight Payout % | | 71.9% |

  58. Fiscal 2024 AIP Performance Results

    | (1) The Adjusted EBITDA used for payout of $322.9M includes an adjustment of approximately $600K, related to the negative impact of refranchising Del Taco restaurants during fiscal 2024. See also “Appendix A - Reconciliation of Non-GAAP Measurements to GAAP Results” for further detail. |

  59. Fiscal 2024 Payouts

    Fiscal 2024 Payouts The threshold, target, and maximum annual incentive payout percentages for the NEOs are expressed as a percentage of annual base salary and shown in the table below. The target potential payout percentages are set by position level, considering the competitive compensation analysis described in CD&A Section III.a. and each executive’s role in the Company. There is no minimum amount of incentive payout guaranteed for the NEOs. To maintain market competitiveness, Mr. Harris' target annual incentive opportunity for fiscal 2024 increased from 110% to 115%, with corresponding changes to the threshold and maximum payout percentages. No changes were made to our other NEOs' annual incentive payout percentages for fiscal 2024.

  60. Fiscal 2024 Payouts

    | | Potential Payout (% of Base Salary) | | | Actual Incentive Payout (% of Target) | Actual Incentive Payout (% of 2024 Base Salary) | Actual Incentive Payout | | | Threshold (1) | Target | Maximum (1) | | | | | Mr. Harris (CEO) | 57.5% | 115.0% | 230.0% | 71.9% | 82.7% | $785,684 | | Mr. Scott (CFO) | 37.5% | 75.0% | 150.0% | 71.9% | 53.9% | $337,107 | | Mr. Ostrom (CCDO) | 37.5% | 75.0% | 150.0% | 71.9% | 53.9% | $308,520 | | Mr. Cook (CTO) | 30.0% | 60.0% | 120.0% | 71.9% | 43.1% | $194,174 | | Mr. Gordon (CCSO)* | 30.0% | 60.0% | 120.0% | 71.9% | 36.5% | $155,903 | | Ms. Super (CLRO) | 30.0% | 60.0% | 120.0% | 71.9% | 43.1% | $204,961 |

  61. Fiscal 2024 Payouts

    | * Mr. Gordon retired and separated employment with the Company in August 2024 and received a prorated annual incentive payment for fiscal 2024 in accordance with the retirement provisions under the AIP for time worked prior to his retirement. | | (1) Reflects the threshold payout of 50% of target payout and the maximum payout of 200% of target payout. |

  62. c. Long-Term Incentive Compensation

    c. Long-Term Incentive Compensation For fiscal 2024, the Committee awarded LTI grants of equally-weighted PSUs and RSUs to drive achievement of long-term Company performance goals and to support executive stock ownership and retention. The Committee chose these forms of equity awards and weightings because (a) PSUs directly link executive pay to achievement of longer-term Company financial goals, and (b) RSUs vest over time and facilitate stock ownership and retention. Each year, the Consultant advises the Committee on the competitive LTI grant values that, when combined with base salary and the target annual incentive, positions our executives’ TDC at the market median. For the fiscal 2024 LTI grant, the Committee determined the amount of each NEO’s actual LTI grant value, in its discretion, taking into consideration competitive LTI grant values, the Company’s overall performance, recommendations from the CEO (except with regard to his own compensation), and input from the Consultant. For fiscal 2024, the Committee increased the target LTI value for the annual grant for each NEO to maintain market competitiveness (except for Mr. Scott who joined the Company in fiscal 2023, and for Mr. Gordon who had his LTI value returned to his pre-2023 LTI value, as described further below), as shown in the table below.

  63. c. Long-Term Incentive Compensation

    | | Target LTI Value | | | | NEO | 2023 | 2024 | % Change | | Mr. Harris | $3,500,000 | $3,750,000 | 7.1% | | Mr. Scott | N/A | $1,100,000 | --- | | Mr. Ostrom | $675,000 | $800,000 | 18.5% | | Mr. Cook | $400,000 | $500,000 | 25.0% | | Mr. Gordon(1) | $465,000 | $400,000 | (14.0)% | | Ms. Super(1) | $452,000 | $500,000 | 13.0% |

  64. c. Long-Term Incentive Compensation

    | (1) For fiscal 2023, Mr. Gordon and Ms. Super received a one-time adjustment to the amount of RSUs awarded to compensate for the impact of the Del Taco acquisition on their PSU payout for the performance period fiscal 2021-2022, paid in early fiscal 2023. |

  65. c. Long-Term Incentive Compensation

    The chart below illustrates our LTI structure and the key elements of each type of award granted to our NEOs and other executives for fiscal 2024.

  66. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards

  67. 2024 Long-Term Incentive Awards

    | Award Type | Weight | Highlights | | PSUs Performance-Based | 50% | •Cliff vest at the end of the three-fiscal year performance period based on goal achievement | | | | •Settled in stock | | | | •50% of after-tax net shares resulting from the vesting of PSUs subject to stock holding requirement | | | | •Two performance metrics: | | | | (1)Return on Invested Capital (ROIC) (50%) - measures efficient use of capital on adjusted ROIC from Operations. Annual goals are set at the beginning of each fiscal year of the three-fiscal year performance period. | | | | (2)Cumulative Systemwide Sales (50%) - measures the growth in sales of all franchise and company-operated restaurants for the Jack and Del Taco brands over the 3-fiscal year performance period, and is measured at the end of the third fiscal year of the three-fiscal year performance period. | | RSUs Time-Vested | 50% | •Vest 33% per year over three years | | | | •Settled in stock | | | | •50% of after-tax net shares resulting from the vesting of RSUs subject to stock holding requirement |

  68. Performance Shares (PSUs)

    Performance Shares (PSUs) PSUs are granted annually and cliff vest after three years based on achievement of performance metrics that are established during the a three-fiscal year performance period (“Performance Period”). For PSUs granted in fiscal 2024, the Committee established performance goals at threshold, target, and maximum levels of achievement at (a) the beginning of the Performance Period (with respect to Cumulative Systemwide Sales) and (b) annually at the beginning of each fiscal year of the Performance Period (with respect to ROIC). Payouts range from 50% to 150% of the target number of PSUs granted, and there is no payout if performance is below the threshold goal. PSUs Granted in Fiscal 2024: In November 2023, the Committee granted the fiscal 2024 PSU awards to our then-serving NEOs (Messrs. Harris, Scott, Ostrom, Cook, Gordon and Ms. Super). The PSU grants are based on two equally-weighted metrics – Cumulative Systemwide Sales and ROIC. The Committee determined that (1) the Cumulative Systemwide Sales goals would be set for the full three-year Performance Period and measured at the end of the third fiscal year; and (2) the ROIC goals, due to continued challenges in forecasting posed by the rapid pace of investments needed to grow the business and upgrade our technology systems, including digital, are set annually at the beginning of each fiscal year of the Performance Period. The Committee determined that setting annual ROIC goals improves its visibility into the relative attainability of the goals and, as a result, better enable to the Committee to set appropriate, rigorous goals that would align performance and payout. Despite setting annual ROIC goals, vesting of the PSUs occurs at the end of the 3-year Performance Period based on the extent to which goals were met during the full three-year Performance Period. These two metrics support the critical drivers of our success: growing top-line profitable sales in all franchise and company restaurants, and efficiently using capital to grow the business and make prudent investments in the Company. For each metric, the Committee believes the goals set are appropriately challenging, yet reasonably attainable. The actual goals are not being disclosed before the end of the Performance Period because we believe such disclosure would be competitively harmful. 2022-2024 PSU Achievement and Vesting: PSUs approved in December 2021 (based on the three-fiscal year 2022-2024 Performance Period), with a grant effective date of March 4, 2022 following shareholder approval of the Company's 2023 Omnibus Incentive Plan vested and were payable following the Committee’s approval in November 2024 of the performance levels attained relative to the performance metrics shown in the table below. Together, performance outcomes resulted in a weighted payout of 125% of the target number of PSUs granted.

  69. Performance Shares (PSUs)

    | Approved Measures (Excludes Del Taco) | Weight | Goal (millions) | | | Actual at FYE24 | Vesting | | | | Threshold | Target | Maximum | | | | Cumulative Adjusted EBITDA (1) for FY22-24 (at FYE 2024) | 50% | $917.7 | $948.3 | $978.9 | $948.3 | 100.0% | | Cumulative Systemwide Sales (All Restaurants) for FY22-24 (at FYE 2024) | 50% | $12,232.0 | $12,709.0 | $13,185.0 | $15,427.0 | 150.0% | | Vesting Percent of Target Number of PSUs Granted | | 50.0% | 100.0% | 150.0% | | 125.0% |

  70. Performance Shares (PSUs)

    (1) Adjusted EBITDA represents net earnings on a GAAP basis excluding income taxes, interest expense, net, gains or losses on the sale of company-operated restaurants, other operating expenses (income), net, goodwill impairment, depreciation and amortization, amortization of cloud computing costs, amortization of favorable and unfavorable leases and subleases, net, amortization of franchise tenant improvement allowances and incentives, COLI (gains) losses, net, and pension and post-retirement benefit costs.

  71. f. Termination of Service

    | • | Amounts contributed to and distributed under the Company’s qualified and non-qualified deferred compensation plans (subject to the specific terms and requirements of IRC Section 409A). | | • | Under the Company’s equity incentive plan and standard equity agreements, upon a change in control “CIC”: (a) vesting of PSUs based on actual levels achieved for completed performance periods and target level for incomplete periods, and (b) accelerated vesting of RSUs and options only upon both a qualified CIC and qualifying termination, as described in the “Compensation & Benefits Assurance Agreements” section below. | | • | Amounts accrued and vested in the Company’s pension plan (for Mr. Gordon). | | • | If termination is after the end of the fiscal year but before payment, the annual cash incentive award, subject to the Company’s achievement of performance goals. |

  72. f. Termination of Service

    | • | Accelerated vesting of options equal to 5% additional vesting for each full year of service with the Company. | | • | In accordance with the vesting schedule of each award, prorated vesting of PSUs; and full vesting of time-vested RSUs. | | • | A prorated annual incentive award based on the number of full reporting periods worked in the fiscal year before retirement, subject to the Company’s eligibility requirements and achievement of performance goals. |

  73. g. Compensation & Benefits Assurance (Change in Control) Agreements

    g. Compensation & Benefits Assurance (Change in Control) Agreements The Committee believes that Compensation & Benefits Assurance Agreements (otherwise known as a Change in Control or “CIC” Agreements) benefit shareholders by providing an important incentive to executive officers to remain focused on running the business in the case of a pending or actual CIC event. We have entered into CIC Agreements with all of our NEOs. Each CIC Agreement provides for compensation in the form of a lump sum payment and other benefits in the event of a qualifying termination within 24 months following the effective date of the CIC of the Company (a “double-trigger” agreement). The Company does not provide a tax gross-up on any provisions of the CIC Agreement. The Company’s current form CIC Agreement includes a “best after-tax” provision where benefits would be reduced only if doing so would result in a better after-tax economic position for the executive. The executive is solely responsible for payment of any excise taxes and all other applicable federal, state, and local income and employment taxes. The Committee plans to continue to monitor the costs and appropriate terms and conditions of CIC Agreements in the future. A detailed discussion of the provisions of the CIC Agreements and associated monetary values is provided in the sub-section titled Potential Payments on Termination of Employment or Change in Control and the corresponding compensation table.

  74. i. Insider Trading Policy and Equity Grant Timing Practices

    i. Insider Trading Policy and Equity Grant Timing Practices We maintain an Insider Trading Policy governing the purchase, sale, and other disposition of Company securities that is applicable to the Company, all of our directors, officers, and employees, all contractors of the Company and all members of their immediate families and households. We believe our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards. The Committee approves all equity award grants to our NEOs on or before the grant date. The Committee’s general practice is to complete its annual executive compensation review and determine performance goals and target compensation for our NEOs, following which they approve equity awards for NEOs. Accordingly, annual equity awards are typically granted to our NEOs in November or December. On occasion, the Committee may grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention, or other purposes. While the Committee has discretionary authority to approve equity awards to our NEOs outside of the cycle described above, the Committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs or otherwise for the purpose of affecting the value of executive compensation. In fiscal 2024, equity compensation for our NEOs consisted solely of RSUs and PSUs; we did not grant stock options in 2024.

  75. i. Insider Trading Policy and Equity Grant Timing Practices

    | CD&A — VIII. CEO PAY RATIO DISCLOSURE |

  76. VIII. CEO PAY RATIO DISCLOSURE

    VIII. CEO PAY RATIO DISCLOSURE Under SEC rules, we are required to calculate and disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median compensated employee. This ratio is a reasonable estimate calculated in accordance with applicable SEC rules. Below is: (i) the fiscal 2024 annual total compensation of our CEO, Mr. Harris; (ii) the fiscal 2024 annual total compensation of our median employee; and (iii) the ratio of the annual total compensation of our CEO to that of our median employee.

  77. VIII. CEO PAY RATIO DISCLOSURE

    | CEO PAY RATIO | | | CEO Annual Total Compensation(1) | $5,302,655 | | Median Employee Annual Total Compensation | $28,723 | | CEO to Median Employee Pay Ratio | 184.6 |

  78. VIII. CEO PAY RATIO DISCLOSURE

    | (1) As set forth in the fiscal 2024 Summary Compensation Table. |

  79. Compensation Program Design Protections

    | • | Our base pay programs consist of competitive salaries that provide a fixed level of income on a regular basis. This mitigates incentives on the part of our executives and employees to take unnecessary or imprudent risks. | | • | The Board approves the Company’s strategic plan, capital budget, and long-term financial and operational plans that serve as the basis for setting short and long-term incentive goals. Goals are intended to drive shareholder value and are set relative to the approved budget, historical and future expected performance, and a reasonable amount of stretch so that they do not encourage imprudent risk taking. | | • | Our annual incentive programs provide variable pay opportunities for certain position levels based on achievement of multiple annual performance goals. Goals are set at reasonable levels and payouts are managed as a percentage of pay. | | • | The maximum awards that may be paid to executive officers and all other employees under the annual and long-term incentive programs are capped, and the Committee retains the discretion to reduce payouts under the plans. | | • | The largest amount of executive incentive compensation opportunity is generally tied to long-term incentive compensation that emphasizes sustained Company performance over time. This reduces incentive for executives and other employees to take risks that might increase short-term compensation at the expense of longer-term Company results. | | • | Equity awards have multi-year vesting, and RSU and PSU awards for executives have holding requirements until termination of service. This aligns the long-term interests of our NEOs and executives with those of our shareholders and discourages taking short-term risks at the expense of longer-term performance. |

  80. Structural Governance Protections

    | • | The Committee has adopted a clawback/compensation recovery policy that provides for recoupment of certain types of cash and equity compensation in the event of a financial restatement. Our latest clawback policy adopted in 2023 requires recovery of certain incentive-based cash and equity awards for current and former executive officers in the event of a financial restatement. | | • | The Company has strong internal controls over the measurement and calculation of performance goals designed to keep them from being susceptible to manipulation. |

  81. Summary Compensation Table

    Summary Compensation Table

  82. Summary Compensation Table

    | Name & Principal Position | Fiscal Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | Change in Pension Value & NQDC Earnings(5) | All Other Comp(6) | Total | | Mr. Harris CEO | 2024 | $944,808 | $— | $3,501,773 | $— | $785,684 | $— | $70,390 | $5,302,655 | | | 2023 | $901,539 | $— | $2,745,302 | $— | $1,598,475 | $— | $101,171 | $5,346,487 | | | 2022 | $869,231 | $250,000 | $2,618,140 | $— | $721,875 | $— | $164,322 | $4,623,568 | | Mr. Scott Former Executive Vice President, Chief Financial Officer (CFO) | 2024 | $625,000 | $400,000 | $1,010,150 | $— | $337,107 | $— | $14,676 | $2,386,933 | | | 2023 | $84,135 | $250,000 | $752,977 | $— | $— | $— | $110 | $1,087,222 | | Mr. Ostrom Executive Vice President, Chief Customer & Digital Officer (CCDO) | 2024 | $566,000 | $— | $741,452 | $— | $308,520 | $— | $35,949 | $1,651,921 | | | 2023 | $517,115 | $— | $529,536 | $— | $626,223 | $— | $45,223 | $1,718,097 | | | 2022 | $493,269 | $— | $551,229 | $— | $278,438 | $— | $32,512 | $1,355,448 | | Mr. Cook Senior Vice President Chief Technology Officer (CTO) | 2024 | $447,692 | $— | $461,671 | $— | $194,174 | $— | $16,427 | $1,119,964 | | | 2023 | $426,538 | $— | $313,799 | $— | $414,271 | $— | $14,776 | $1,169,384 | | | 2022 | $384,616 | $100,000 | $566,457 | $— | $173,077 | $— | $13,001 | $1,237,151 | | Former Mr. Gordon* (7) Senior Vice President Chief Supply Chain Officer (CSCO) | 2024 | $359,923 | $— | $375,688 | $— | $155,903 | $38,847 | $65,203 | $995,564 | | | 2023 | $413,500 | $— | $375,003 | $— | $399,820 | $1,741 | $34,259 | $1,224,323 | | Ms. Super* Senior Vice President Chief Legal & Risk Officer (CLRO) | 2024 | $472,231 | $— | $461,671 | $— | $204,961 | $— | $10,615 | $1,149,478 | | | 2023 | $448,461 | $— | $362,709 | $— | $434,503 | $— | $10,042 | $1,255,715 |

  83. Summary Compensation Table

    | * Mr. Gordon and Ms. Super were not NEOs in fiscal 2022; therefore, in accordance with SEC disclosure rules, information regarding their compensation for fiscal 2022 is not included. |

  84. Summary Compensation Table

    | (1) Reflects base salary earned during the fiscal year, including any amounts deferred by the NEOs into the Company’s deferred compensation plans, the 401(k) and/or the Executive Deferred Compensation Plan (EDCP). |

  85. Summary Compensation Table

    | (2) Pursuant to Mr. Scott's offer letter, to replace compensation forfeited from his prior employer, he received a new-hire cash bonus, paid in fiscal 2024, as an incentive to join the Company in fiscal 2023, and subject to continued employment with the Company. |

  86. Summary Compensation Table

    | (3) Reflects the aggregate grant date fair value of the PSUs and RSUs granted during the applicable fiscal year, in accordance with FASB ASC Topic 718 (“ASC 718”) based on the assumptions and methodologies set forth in the Company’s 2024 Annual Report on Form 10-K (Note 13, Share-Based Employee Compensation). RSU awards vest 33% per year over three years on each anniversary of the grant. PSU awards cliff vest after three years based on the Company’s performance during a three-fiscal year period. The performance metrics are established at the beginning of the three-year performance period when the grant is made; the specific performance goals for all or a portion of the award are reviewed and typically set by the Committee (a) for the full three-year performance at the time of grant for some performance metrics (all metrics for the 2022 PSUs, and one metric for the 2023 PSUs), and (b) for a one-year period at the beginning of each year for other performance metrics (for one metric for the 2023 and 2024 PSUs). Assuming the maximum level of performance achievement (150% of target), the PSU total values for each NEO who received a PSU award in 2024 are, respectively: Mr. Harris, $2,351,110; Mr. Scott, $664,101; Mr. Ostrom, $493,102; Mr. Cook, $305,584, Mr. Gordon, $253,994; and Ms. Super, $305,584. |

  87. Summary Compensation Table

    | (4) Reflects the annual incentive awards earned by each NEO based on achievement of pre-established performance goals under our annual incentive plan and is prorated if the NEO was not employed by the Company for the full fiscal year. Performance achievement and payout amounts are approved by the Committee following the end of the fiscal year. |

  88. Summary Compensation Table

    | (5) Reflects the change in the estimated present value of Mr. Gordon's accumulated benefit under the qualified pension plan (the “Retirement Plan”). The estimate is determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements for fiscal years ending September 29, 2024 and October 1, 2023. For 2023 and 2024 the Pri-2012 Mortality Table was used with the MP-2021 generational scale projected from 2006. The amounts reported in this column may fluctuate significantly in a given year based on a number of factors that affect the formula to determine pension benefits, including changes in: (i) salary and annual incentive; (ii) years of service; and, predominantly (iii) the discount rates used in estimating present values, which were 6.103% for 2023 and 5.108% for 2024. Participating NEOs become vested in the Retirement Plan after five years. The Retirement Plan is closed to new participants and was sunset on December 31, 2015. For a detailed discussion of the Company’s pension benefits, see the sections of this Proxy Statement titled “Retirement Plan” and “Pension Benefits Table” and accompanying footnotes. The Company does not provide above-market or preferential earnings on non-qualified deferred compensation. |

  89. Summary Compensation Table

    | (6) The table below shows the components of All Other Compensation for the NEOs: |

  90. Summary Compensation Table

    | All Other Compensation Table | | | | | | | | Technology Allowance | Deferred Compensation Matching Contribution(a) | Company- Paid Life Insurance Premiums | Other(b) | Total All Other Compensation | | Mr. Harris (CEO) | $1,170 | $69,220 | $— | $— | $70,390 | | Mr. Scott (Former CFO) | $650 | $13,800 | $226 | $— | $14,676 | | Mr. Ostrom (CCDO) | $650 | $34,981 | $318 | $— | $35,949 | | Mr. Cook (CTO) | $1,170 | $14,754 | $503 | $— | $16,427 | | Mr. Gordon (Former CSCO)(b) | $990 | $13,758 | $455 | $50,000 | $65,203 | | Ms. Super (CLRO) | $650 | $9,500 | $465 | $— | $10,615 |

  91. Summary Compensation Table

    | (a) Reflects matching contributions under the 401(k) Plan and the restoration matching contribution in the EDCP related to fiscal 2024 compensation (base pay and fiscal 2024 annual incentive). | | (b) Mr. Gordon received a special retention award to provide for a smooth transition period for the incoming replacement CSCO. |

  92. Summary Compensation Table

    | (7) Mr. Gordon retired and ceased employment as SVP, Chief Supply Chain Officer on August 2, 2024. |

  93. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below provides information on the annual incentive awards and equity awards granted to our NEOs in fiscal 2024. Cash incentive awards are based on fiscal year performance under our annual incentive plan (“AIP”). Long-term equity incentive compensation includes time-based restricted stock units (“RSUs”), and performance share awards (“PSUs”) that vest, if at all, upon achievement of performance goals over a three-fiscal year performance period. The 2024 incentive award terms are described in CD&A Sections IV (“Elements of Compensation”) and VI (“Fiscal 2024 Compensation”).

  94. Grants of Plan-Based Awards

    | Name | Grant Date (1) | Approval Date (1) | Award Type (2) | Estimated Future Payouts Under Non-Equity incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity incentive Plan Awards(4) | | | Stock Awards: Number of Shares of Stock or Units (5) | Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards (6) | | | | | | Threshold | Target | Maximum | Threshold(#) | Target(#) | Maximum(#) | | | | | | Mr. Harris | | 11/16/2023 | AIP | $546,250 | $1,092,500 | $2,185,000 | | | | | | | | | (CEO) | 11/30/2023 | 11/16/2023 | RSU | | | | | | | 27,559 | | | $1,934,366 | | | 11/30/2023 | 11/16/2023 | PSU 24-26 | | | | 9,186 | 18,373 | 27,559 | | | | $1,289,577 | | | 11/30/2023 | 11/16/2023 | PSU 23-25 | | | | 2,088 | 4,176 | 6,264 | | | | $277,829 | | Mr. Scott (7) | | | AIP | $234,375 | $468,750 | $937,500 | | | | | | | | | (Former CFO) | 11/30/2023 | 11/16/2023 | RSU | | | | | | | 8,084 | | | $567,416 | | | 11/30/2023 | 11/16/2023 | PSU 24-26 | | | | 2,695 | 5,389 | 8,084 | | | | $378,277 | | | 11/30/2023 | 11/16/2023 | PSU 23-25 | | | | 484 | 969 | 1,453 | | | | $64,456 | | Mr. Ostrom | | 11/16/2023 | AIP | $214,500 | $429,000 | $858,000 | | | | | | | | | (CCDO) | 11/30/2023 | 11/16/2023 | RSU | | | | | | | 5,880 | | | $412,717 | | | 11/30/2023 | 11/16/2023 | PSU 24-26 | | | | 1,960 | 3,920 | 5,880 | | | | $275,145 | | | 11/30/2023 | 11/16/2023 | PSU 23-25 | | | | 403 | 806 | 1,208 | | | | $53,590 | | Mr. Cook | | 11/16/2023 | AIP | $135,000 | $270,000 | $540,000 | | | | | | | | | | 11/30/2023 | 11/16/2023 | RSU | | | | | | | 3,675 | | | $257,948 | | (CTO) | 11/30/2023 | 11/16/2023 | PSU 24-26 | | | | 1,225 | 2,450 | 3,675 | | | | $171,966 | | | 11/30/2023 | 11/16/2023 | PSU 23-25 | | | | 239 | 477 | 716 | | | | $31,757 | | Mr. Gordon | | 11/16/2023 | AIP | $128,100 | $256,200 | $512,400 | | | | | | | | | (Former CSCO) | 11/30/2023 | 11/16/2023 | RSU | | | | | | | 2,940 | | | $206,359 | | | 11/30/2023 | 11/16/2023 | PSU 24-26 | | | | 980 | 1,960 | 2,940 | | | | $137,572 | | | 11/30/2023 | 11/16/2023 | PSU 23-25 | | | | 239 | 477 | 716 | | | | $31,757 | | Ms. Super | | 11/16/2023 | AIP | $142,500 | $285,000 | $570,000 | | | | | | | | | (CLRO) | 11/30/2023 | 11/16/2023 | RSU | | | | | | | 3,675 | | | $257,948 | | | 11/30/2023 | 11/16/2023 | PSU 24-26 | | | | 1,225 | 2,450 | 3,675 | | | | $171,966 | | | 11/30/2023 | 11/16/2023 | PSU 23-25 | | | | 239 | 477 | 716 | | | | $31,757 |

  95. Grants of Plan-Based Awards

    | (1) Annual equity grants were approved at the November 16, 2023 Committee meeting, with a grant date of November 30, 2023. | | (2) For PSU awards, shows the three fiscal years of the PSU performance period. | | (3) Reflects the potential payouts under the fiscal 2024 annual incentive plan (“AIP”) that could have been earned based on performance in fiscal 2024. Under the AIP, for financial and strategic goal performance, the amount shown for threshold payout represents 50% of target payout for achieving threshold performance (there is no payout if performance is below the threshold goal); target payout represents the amount payable for achieving target level of performance; and the amount shown for maximum payout represents 200% of target payout. For financial performance, performance attainment and incentive payouts are prorated between performance levels for financial goals; and for strategic goals, performance attainment is cumulative, meaning attainment of target level requires full attainment of both threshold and target goals, and attainment of maximum level requires full attainment of threshold, target, and maximum goals. The SCT for fiscal 2024 shows the actual cash incentive compensation earned by our NEOs for fiscal 2024 performance. | | (4) Reflects the threshold, target, and maximum potential share payout levels for the PSUs under the Company’s long-term incentive plan for the fiscal 2024-26 PSU award, and for the fiscal 2024 performance period of the 2023-2025 PSU award. Threshold payout for PSUs is 50% of target and requires achieving an established minimum performance requirement (there is no payout if performance doesn’t meet the minimum requirement). Maximum payout is 150% of target. | | (5) Reflects the number of RSUs granted that vest 33% per year over three years on each anniversary of the grant date. | | (6) The values of PSUs and RSUs represent the grant date fair values, as computed in accordance with ASC 718, based on the closing price of the Company’s Common Stock on the grant date discounted by the present value of the expected dividend stream over the vesting period, as applicable, which for the annual 2024 PSU and RSU awards was $70.19; and for the second year of the three-year performance period for the the portion of the PSU 23-25 award that vests based on the ROIC metric was $66.53, based on probable outcome (target level performance). The grant date fair values of all awards were determined based on the assumptions and methodologies set forth in the Company’s 2024 Annual Report on Form 10-K (Note 13, Share-Based Employee Compensation). PSU awards, cliff vest after three years, are made annually, and vest based on the Company’s performance during the three-fiscal year performance period. The performance metrics are established at the beginning of the three-fiscal year performance period when the grant is made; the specific performance goals are set by the Committee either (a) at the time of grant (or at a later time) for the full (or remaining) performance period or (b) at the beginning of each fiscal year for that portion of the performance period. In accordance with SEC rules and ASC 718, the values shown for the PSU 24-26 awards represent the grant date fair value of (a) the full three-year performance period for the portion of the award that vests based on the cumulative systemwide sales metric, and (b) the first year of the three-year performance period for the portion of the award that vests based on the ROIC metric, in each case based on probable outcome (target level performance). | | (7) Mr. Scott forfeited unvested awards upon his separation in November 2024. |

  96. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024 The table below table sets forth each NEO's outstanding equity awards as of the end of our fiscal 2024. For Mr. Gordon and Ms. Super, all option awards are fully vested. The market value of the stock awards is based on the closing price of Jack in the Box Inc. Common Stock as of the last trading day of the fiscal year (September 27, 2024) which was $45.41.

  97. Outstanding Equity Awards at Fiscal Year End 2024

    | | Option Awards | | | | | Stock Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number Of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Harris (CEO) | — | — | — | $— | — | 93,316 | $4,237,491 | 39,670 | $1,801,407 | | Mr. Scott* (Former CFO) | — | — | — | $— | — | 16,075 | $729,966 | 10,612 | $481,891 | | Mr. Ostrom (CCDO) | — | — | — | $— | — | 19,264 | $874,767 | 8,122 | $368,820 | | Mr. Cook (CTO) | — | — | — | $— | — | 12,640 | $573,982 | 4,972 | $225,771 | | Mr. Gordon (Former CSCO)(3)(4) | 2/26/2018 | 4,859 | — | $90.06 | 2/26/2025 | 11,733 | $532,778 | 1,175 | $53,356 | | | 12/16/2019 | 5,007 | — | $75.23 | 12/16/2026 | | | | | | Ms. Super (CLRO)(4) | 12/16/2019 | 505 | — | $75.23 | 12/16/2026 | 12,417 | $563,856 | 4,972 | $225,771 |

  98. Outstanding Equity Awards at Fiscal Year End 2024

    | * Mr. Scott forfeited unvested awards upon his separation in November 2024. | | (1) The amounts in this column reflect: |

  99. Outstanding Equity Awards at Fiscal Year End 2024

    (a) unvested RSUs that vest 25% each year over four years beginning on the first anniversary of the grant date for awards granted prior to fiscal 2023, and beginning fiscal 2023, 33% each year over three years beginning on the first anniversary of the grant date (Mr. Harris, 56,242; Mr. Scott, 11,959; Mr. Ostrom, 11,639; Mr. Cook, 7,762; Mr. Gordon, 8,194; and Ms. Super, 7,539); and (b) for Messrs. Harris, Ostrom, Cook, Gordon and Ms. Super, unvested PSUs for which the performance goals have been met for the completed three fiscal-year performance period (FY2022–FY2024) and vest following the Board’s approval of the performance goals (Mr. Harris, 20,726; Mr. Ostrom, 4,364; Mr. Cook, 2,910; Mr. Gordon, 2,761; Ms. Super, 2,910); and (c) unvested PSUs for which the performance goals have been met for each executive, for a completed performance period and that vest upon completion of the full three fiscal-year performance period and following the Board’s approval of the performance goals, subject to the executive’s continued employment with the Company. (Mr. Harris, 16,348; Mr. Scott, 4,116; Mr. Ostrom 3,261; Mr. Cook, 1,968; Mr. Gordon, 778; Ms. Super, 1,968).

  100. Outstanding Equity Awards at Fiscal Year End 2024

    | (2) This column shows unvested PSUs granted to executives for the performance periods FY22-24 and FY23-25 for which the performance achievement was not yet known at fiscal year-end and vests upon completion of the three fiscal-year performance period following the Board’s approval of the performance goals. The share amount is reported at target payout level. |

  101. Outstanding Equity Awards at Fiscal Year End 2024

    | (3) Mr. Gordon retired and ceased employment as SVP, Chief Supply Chain Officer on August 2, 2024. He met the age and service requirement for retirement eligible provisions under the stock award agreements, including (i) retaining the original life of options awards (seven years from the date of grant), (ii) prorated vesting of his 2022 and 2023 outstanding PSU awards, payable at the end of the three-fiscal year performance period and based on the level of achievement of Company performance goals approved by the Board, (iii) RSUs that will vest and be issued in shares of Jack in the Box common stock six months after Mr. Gordon's termination date in accordance with Section 409A requirements. |

  102. Outstanding Equity Awards at Fiscal Year End 2024

    | (4) All option grants are fully vested. |

  103. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The table below sets forth option exercises and shares acquired on vesting for each of our NEOs in fiscal 2024.

  104. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards(1) | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mr. Harris (CEO) | — | $— | 40,018 | $2,905,030 | | Mr. Scott (Former CFO) | — | $— | 1,938 | $93,509 | | Mr. Ostrom (CCDO) | — | $— | 8,029 | $588,757 | | Mr. Cook (CTO) | — | $— | 2,044 | $157,649 | | Mr. Gordon (Former CSCO) | — | $— | 4,123 | $313,003 | | Ms. Super (CLRO) | — | $— | 4,012 | $303,920 |

  105. Option Exercises and Stock Vested in Fiscal 2024

    | (1) The reported number of shares and value realized on vesting includes time-vested RSUs; and, for Messrs. Harris, Ostrom, Gordon and Ms. Super, also includes PSUs granted in December 2020 (and for Mr. Ostrom, granted in February 2021) for the fiscal 2021-2023 performance period, which vested in November 2023 and resulted in a payout of 150% of the target PSU award. |

  106. PLUS

    | Pension Benefits Table | | | | | | | Plan Name (1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit at Normal Retirement Age ($) (2) | Payments During Last Year ($) | | Mr. Gordon (Former CSCO) | Retirement Plan | 6 | $277,849 | $— |

  107. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  108. Executive Deferred Compensation Plan (EDCP)

    | Non-Qualified Deferred Compensation Plan Table | | | | | | | | Executive Contributions in Fiscal 2024 (1) | Registrant Contributions In Fiscal 2024 (2) | Aggregate Earnings in Fiscal 2024 | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE24 (3) | | Mr. Harris (CEO) | $286,925 | $56,984 | $105,895 | $— | $684,591 | | Mr. Scott (Former CFO) | $45,673 | $— | $3,709 | $— | $49,383 | | Mr. Ostrom (CCDO) | $105,213 | $25,494 | $36,600 | $— | $243,275 | | Mr. Cook (CTO) | $— | $— | $— | $— | $— | | Mr. Gordon (Former CSCO) | $41,347 | $— | $102,375 | $— | $1,018,305 | | Ms. Super (CLRO) | $— | $— | $7,909 | $— | $37,856 |

  109. Potential Payments on Termination of Employment or Change in Control

    Potential Payments on Termination of Employment or Change in Control Each NEO and executive officer is entitled to compensation in the event his or her employment terminates involuntarily other than for cause or upon a change in control.

  110. Potential Payments on Termination of Employment or Change in Control

    Potential Payments on Termination of Employment or Change in Control The table below illustrates the potential payments and benefits our current NEOs would be entitled to (1) in the event of a termination of employment not related to a CIC ("non-CIC"), and (2) in the event of a termination related to a CIC ("CIC/Qualifying Termination"). All references to “CIC” refer to a “Company CIC” as defined in the Compensation & Benefits Assurance Agreements section above. The potential payments assume that the termination and/or CIC occurred on the last day of fiscal 2024, September 29, 2024, and, where applicable, use the closing price of our Common Stock of $45.41 on September 27, 2024 (the last market trading day in the fiscal year). The actual amounts to which a NEO may be eligible to receive can only be determined at the time of such termination or CIC, and therefore, the actual amounts will vary from the estimated amounts in the table below for any NEO who did not terminate service as of the last day of fiscal 2024. The actual payment for Mr. Gordon, who retired and separated service with the Company during fiscal 2024, is described in the section after the table.

  111. Potential Payments on Termination of Employment or Change in Control

    | Potential Payments on Termination of Employment or Change in Control | | | | | | Cash Severance Payment(1) | Equity Incentive and Stock Awards(2) | TOTAL | | Mr. Harris (CEO) | | | | | Termination Reason | | | | | Voluntary | $— | $— | $— | | Involuntary Term Without Cause/ Qualifying Termination | $2,730,786 | $— | $2,730,786 | | Death or Disability | $— | $2,562,066 | $2,562,066 | | Change in Control / Qualifying Termination | $5,148,086 | $5,188,719 | $10,336,805 | | Mr. Scott (Former CFO)(3)(*) | | | | | Termination Reason | | | | | Voluntary | $— | $— | $— | | Involuntary Term Without Cause/ Qualifying Termination | $987,744 | $— | $987,744 | | Death or Disability | $— | $494,148 | $494,148 | | Change in Control / Qualifying Termination | $1,204,270 | $1,239,372 | $2,443,642 | | Mr. Ostrom (CCDO)(3) | | | | | Termination Reason | | | | | Voluntary | $— | $— | $— | | Involuntary Term Without Cause/ Qualifying Termination | $898,981 | $— | $898,981 | | Death or Disability | $— | $513,138 | $513,138 | | Change in Control / Qualifying Termination | $2,160,408 | $1,065,130 | $3,225,538 | | Mr. Cook (CTO) | | | | | Termination Reason | | | | | Voluntary | $— | $— | $— | | Involuntary Term Without Cause/ Qualifying Termination | $662,277 | $— | $662,277 | | Death or Disability | $— | $337,627 | $337,627 | | Change in Control / Qualifying Termination | $1,127,280 | $680,046 | $1,807,326 | | Ms. Super (CLRO) | | | | | Voluntary | $— | $— | $— | | Involuntary Term Without Cause/ Qualifying Termination | $691,118 | $— | $691,118 | | Death or Disability | $— | $327,500 | $327,500 | | Change in Control / Qualifying Termination | $1,177,423 | $669,893 | $1,847,316 |

  112. Potential Payments on Termination of Employment or Change in Control

    | * Mr. Scott ceased to be an officer and employee of our Company on November 20, 2024, in fiscal 2025. Mr. Scott was not eligible for, and did not otherwise receive, any severance benefits as a result of his resignation and is no longer eligible for the benefits above. In addition, he forfeited all of his then-outstanding and unvested equity awards. | | (1) The Cash Severance Payment includes: (a) for Non-CIC, under the Executive Severance Plan described in the Termination of Service section VII.f, a cash payment equal to (i) a multiple of annual base salary, (ii) annual incentive amount, and (iii) benefits continuation amount; and (b) for a CIC/Qualifying Termination under the CIC Agreement, a cash payment equal to (i) a multiple of annual base salary, (ii) a multiple of annual incentive, and (iii) benefits continuation, including an outplacement fee estimate of $10,000. |

  113. Potential Payments on Termination of Employment or Change in Control

    | (2) Equity Incentive and Stock Awards: The amounts shown in the table reflect the value of unvested awards that would be accelerated upon termination and/or CIC as applicable; they do not include the vested portion of awards and options as of the end of fiscal 2024. For a CIC, the amounts shown reflect only the amount of acceleration of unvested restricted stock awards and stock units and unvested performance shares. All references to termination exclude terminations for cause. |

  114. Potential Payments on Termination of Employment or Change in Control

    | a) | Performance Shares (PSUs): (i) Upon termination not related to a CIC, if eligible to retire under a Company sponsored retirement plan or disability (and disability for awards prior to fiscal 2024) , and the awardee had been continuously employed by the Company as of the last day of the first fiscal year of the performance period, the performance shares would vest on a prorated basis, based on the number of full accounting periods the awardee was continuously employed by the Company during the performance period and to the extent to which performance goals are achieved. ((ii) Upon termination not related to a CIC, (other than as described above), the award would be cancelled. ((iii) Upon a CIC, PSUs would vest and pay out based on (a) actual achievement for completed fiscal years for which targets have been set and performance results measured and (b) at 100% of target for any incomplete fiscal years for which performance results are not known. For the accelerated portion of PSUs for which performance was unknown as of the last day of fiscal 2024, the amounts in the table assume that the PSUs will be accelerated based on target performance levels |

  115. Potential Payments on Termination of Employment or Change in Control

    | b) | Time-vested RSUs: (i) Upon termination not related to disability (for awards prior to fiscal 2024), CIC, or retirement, the award would be cancelled. (ii) Upon disability or death (for awards prior to fiscal 2024) or retirement, the RSUs would vest 100%. (iii) Upon a CIC, RSUs would vest only upon a Qualifying Termination, unless not assumed by an acquirer. |

  116. Potential Payments on Termination of Employment or Change in Control

    | (3) The CIC Agreement “best after tax” provision applied to Messrs. Scott and Ostrom at FYE2024 would result in reducing each of their cash severance payments. The amount shown in the cash severance payment column is the balance after applying an estimated reduction of $1,494,406 and $425,414 for Mr. Scott and Mr. Ostrom, respectively. |

  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. Our executive compensation approach for pay-for-performance is to link the largest proportion of compensation to short- and long-term incentives that are based on actual financial and strategic results that enhance shareholder value, as described further in the “Compensation Discussion and Analysis.”

  118. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for Non-PEO NEOs” do not represent the actual value of cash and shares of the Company’s common stock earned or realized by our NEOs during the year. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the CD&A section above. The table below sets forth additional compensation information for our Principal Executive Officer (“PEO”) and our non-PEO NEOs along with total shareholder return (TSR), net income, and Adjusted EBITDA performance results for the 2024, 2023, 2022 and 2021 fiscal years.

  119. Pay Versus Performance Table

    Pay Versus Performance Table

  120. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income / (Loss) (in thousands) (4) | Adjusted EBITDA (in thousands) (5) | | | | | | | Company TSR (3) | Peer Group TSR (3) | | | | 2024 | $5,302,655 | $2,588,620 | $1,460,772 | $1,001,308 | $69.29 | $141.56 | $(36,695) | $322,273 | | 2023 | $5,346,487 | $5,904,032 | $1,218,660 | $1,107,969 | $95.35 | $121.03 | $130,826 | $339,210 | | 2022 | $4,623,568 | $3,552,682 | $1,319,384 | $1,252,322 | $77.79 | $79.16 | $115,781 | $321,974 | | 2021 | $4,709,511 | $5,194,709 | $1,218,621 | $1,181,661 | $124.73 | $124.80 | $165,755 | $325,680 |

  121. Pay Versus Performance Table

    (1) The PEO for each year reported was Mr. Harris, our Chief Executive Officer. The other named executive officers (NEOs), for year each year reported are as follows:

  122. Pay Versus Performance Table

    | • | 2024: Mr. Scott; Mr. Ostrom; Mr. Cook, Mr. Gordon; and Ms. Super |

  123. Pay Versus Performance Table

    | • | 2023: Mr. Scott; Ms. Hooper; Mr. Mullany; Mr. Ostrom; Mr. Gordon; and Ms. Super |

  124. Pay Versus Performance Table

    | • | 2022: Mr. Mullany; Mr. Ostrom; Mr. Cook; and Mr. Piano |

  125. Pay Versus Performance Table

    | • | 2021: Mr. Mullany; Ms. Hooper; Mr. Ostrom; Mr. Gordon; Mr. Piano; and Mr. Martin |

  126. Pay Versus Performance Table

    | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance table above. The table below sets forth the adjustments from Total Compensation reported in the Summary Compensation Table. For purposes of the pension valuation adjustments, there was no pension service or prior service cost. In addition, for purposes of equity adjustments, there were no dividends or other earnings paid during the applicable fiscal year. |

  127. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Summary Compensation Table (“SCT”) Total Compensation | $5,302,655 | $1,460,772 | $5,346,487 | $1,218,660 | $4,623,568 | $1,319,384 | $4,709,511 | $1,218,621 | | Deduct: Change in Pension Value Reported in the SCT for Applicable Fiscal Year (“FY”) | $— | $7,769 | $— | $290 | $— | $— | $— | $4,425 | | Deduct: Grant Date Fair Value of the “Stock Awards” Column in the SCT for Applicable FY | $3,501,773 | $610,126 | $2,745,302 | $358,811 | $2,618,140 | $445,614 | $2,634,444 | $374,357 |

  128. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Add: Fair Value at Applicable FY End of Equity Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | $2,502,908 | $440,550 | $3,604,355 | $434,342 | $2,456,309 | $479,344 | $2,907,881 | $349,413 | | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End | $(1,270,927) | $(190,685) | $(193,040) | $(16,166) | $(758,214) | $(94,153) | $123,482 | $17,106 | | Add: Vesting Date Fair Value of Awards Granted during Prior FY that Vested During Applicable FY | $(444,243) | $(82,908) | $(108,468) | $(11,034) | $(150,842) | $(6,638) | $88,279 | $26,087 | | Add: Vesting Date Fair Value of Awards Granted during Applicable FY that Vested During Applicable FY | $— | $32,081 | $— | $— | $— | $— | $— | $— | | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY | $— | $40,607 | $— | $158,732 | $— | $— | $— | $50,783 | | Compensation Actually Paid** | $2,588,620 | $1,001,308 | $5,904,032 | $1,107,969 | $3,552,682 | $1,252,322 | $5,194,709 | $1,181,661 |

  129. Pay Versus Performance Table

    | * Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes |

  130. Pay Versus Performance Table

    | ** Due to rounding, the totals shown may not equal the precise values obtained by adding and subtracting the numbers in the column. |

  131. Pay Versus Performance Table

    | (3) For the relevant fiscal year, represents the cumulative TSR of our common stock and the “Company Peers” (as defined below) for the applicable fiscal year. In each case, assumes an initial investment of $100 at the beginning of that fiscal year. “Company Peers” include: for fiscal year 2024 and 2023: BJ's Restaurants Inc.; Bloomin’ Brands, Inc.; Brinker Int’l, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.; for fiscal year 2022: BJ's Restaurants Inc.; Carrols Restaurant Group, Inc.; Cheesecake Factory Inc.; Chipotle Mexican Grill, Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Krispy Kreme, Inc.; Papa John's Int’l Inc.; Red Robin Gourmet Burgers, Inc.; Restaurant Brands Int’l Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; Wendy’s Company; and Wingstop Inc.; and for fiscal year 2021: BJ's Restaurants Inc.; The Cheesecake Factory Inc.; Chuy's Holdings Inc.; Cracker Barrel Old Country Store, Inc.; Denny's Corp.; Dine Brands Global Inc.; Domino's Pizza, Inc.; El Pollo Loco Holdings Inc.; Noodles & Co; Papa John's Int’l Inc.; Red Robin Gourmet Burgers, Inc.; Ruth's Hospitality Group Inc.; Shake Shack Inc.; Texas Roadhouse, Inc.; The Wendy’s Company; and Wingstop Inc . |

  132. Pay Versus Performance Table

    | (4) Reflects net income in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the fiscal years shown. |

  133. Pay Versus Performance Table

    (5) The Company’s Selected Measure (“CSM) is Adjusted EBITDA which is a non-GAAP measure defined by the Company as net earnings (loss) on a GAAP basis excluding income taxes, interest expense, net, gains on the sale of company-operated restaurants, other operating expense (income), net, goodwill impairment, depreciation and amortization, amortization of cloud computing costs, amortization of favorable and unfavorable leases and subleases, net, amortization of franchise tenant improvement allowances and incentives, net COLI (gains) losses, and pension and post-retirement benefit cost. See Appendix A — Reconciliation of Non-GAAP measurements to GAAP Results. We chose Adjusted EBITDA as our Company Selected Measure for evaluating Pay versus Performance because it is the key metric for measuring operational performance and is the primary metric used in our annual incentive targets (with 50% weighting).

  134. Restaurant-Level Margin

    Restaurant-Level Margin Restaurant-Level Margin is defined as company restaurant sales less restaurant operating costs (food and packaging, labor, and occupancy costs) and is neither required by, nor presented in accordance with GAAP. Restaurant-Level Margin excludes revenues and expenses of our franchise operations and certain costs, such as selling, general, and administrative expenses, pre-opening costs, depreciation and amortization, other operating expense (income), net, gains or losses on the sale of company-operated restaurants, and other costs that are considered normal operating costs. As such, Restaurant-Level Margin is not indicative of the overall results of the Company and does not accrue directly to the benefit of shareholders because of the exclusion of corporate-level expenses. Restaurant-Level Margin should be considered as a supplement to, not as a substitute for, analysis of results as reported under GAAP or other similarly titled measures of other companies. The Company is presenting Restaurant-Level Margin because it believes that it provides a meaningful supplement to net earnings of the Company’s core business operating results, as well as a comparison to those of other similar companies. Management utilizes Restaurant-Level Margin as a key performance indicator to evaluate the profitability of company-owned restaurants. Below is a reconciliation of non-GAAP Restaurant-Level Margin to the most directly comparable GAAP measure, earnings (loss) from operations (in thousands):

  135. Restaurant-Level Margin

    | | 52 weeks ended September 29, 2024 | | | | | | Jack in the Box | Del Taco | Other | Total | | Earnings (loss) from operations — GAAP | $362,406 | $(128,224) | $(151,646) | $82,536 | | Franchise rental revenues | (347,227) | (28,201) | — | (375,428) | | Franchise royalties and other | (205,379) | (32,791) | — | (238,170) | | Franchise contributions for advertising and other services | (217,758) | (30,915) | — | (248,673) | | Franchise occupancy expenses | 217,430 | 27,949 | — | 245,379 | | Franchise support and other costs | 12,731 | 4,550 | — | 17,281 | | Franchise advertising and other services expenses | 225,465 | 33,667 | — | 259,131 | | Selling, general and administrative expenses | 36,442 | 30,939 | 75,852 | 143,233 | | Depreciation and amortization | — | — | 59,776 | 59,776 | | Pre-opening costs | 2,363 | 819 | — | 3,182 | | Goodwill impairment | — | 162,624 | — | 162,624 | | Other operating expense, net | 6,108 | 2,670 | 16,018 | 24,796 | | Gains on the sale of company-operated restaurants | — | (3,255) | — | (3,255) | | Restaurant-Level Margin — Non-GAAP | $92,581 | $39,832 | $— | $132,412 | | Company restaurant sales | $427,057 | $281,978 | $— | $709,035 | | Restaurant-Level Margin % — Non-GAAP | 21.7% | 14.1% | N/A | 18.7% |

  136. Franchise-Level Margin

    Franchise-Level Margin Franchise-Level Margin is defined as franchise revenues less franchise operating costs (occupancy expenses, advertising contributions, and franchise support and other costs) and is neither required by, nor presented in accordance with GAAP. Franchise-Level Margin excludes revenue and expenses of our company-operated restaurants and certain costs, such as selling, general, and administrative expenses, pre-opening costs, depreciation and amortization, impairment and other charges, net, and other costs that are considered normal operating costs. As such, Franchise-Level Margin is not indicative of the overall results of the Company and does not accrue directly to the benefit of shareholders because of the exclusion of corporate-level expenses. Franchise-Level Margin should be considered as a supplement to, not as a substitute for, analysis of results as reported under GAAP or other similarly titled measures of other companies. The Company is presenting Franchise-Level Margin because it believes that it provides a meaningful supplement to net earnings of the Company's core business operating results, as well as a comparison to those of other similar companies. Management utilizes Franchise-Level Margin as a key performance indicator to evaluate the profitability of our franchise operations. Below is a reconciliation of non-GAAP Franchise-Level Margin to the most directly comparable GAAP measure, earnings (loss) from operations (in thousands):

  137. Franchise-Level Margin

    | | 52 weeks ended September 29, 2024 | | | | | | Jack in the Box | Del Taco | Other | Total | | Earnings (loss) from operations — GAAP | $362,406 | $(128,224) | $(151,646) | $82,536 | | Company restaurant sales | (427,057) | (281,978) | — | (709,035) | | Food and packaging | 126,063 | 73,208 | — | 199,271 | | Payroll and employee benefits | 134,678 | 103,369 | — | 238,047 | | Occupancy and other | 73,736 | 65,569 | — | 139,305 | | Selling, general and administrative expenses | 36,442 | 30,939 | 75,852 | 143,233 | | Depreciation and amortization | — | — | 59,776 | 59,776 | | Pre-opening costs | 2,363 | 819 | — | 3,182 | | Goodwill impairment | — | 162,624 | — | 162,624 | | Other operating expense, net | 6,108 | 2,670 | 16,018 | 24,796 | | Gains on the sale of company-operated restaurants | — | (3,255) | — | (3,255) | | Franchise-Level Margin — Non-GAAP | $314,739 | $25,741 | $— | $340,480 | | Franchise rental revenues | 347,227 | 28,201 | — | 375,428 | | Franchise royalties and other | 205,379 | 32,791 | — | 238,170 | | Franchise contributions for advertising and other services | 217,758 | 30,915 | — | 248,673 | | Total franchise revenues | $770,364 | $91,907 | $— | $862,271 | | Franchise-Level Margin % — Non-GAAP | 40.9% | 28.0% | N/A | 39.5% |