DEF 14A of Jack In The Box Inc, Jan 29, 2024

DEF 14A of Jack In The Box Inc

Filed Jan 29, 2024 · FY20230001140361-24-004276

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 on pages 16.(5)

  2. Board Nominees (Proposal 1)

    | Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | | | | Other Public Company Boards | | | | | | | AC | CC | NG | FC | | | Guillermo Diaz, Jr. | 58 | 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) | 73 | 2008 | Partner & Faculty Member, ExCo Leadership Group | Yes | | x | x | | • Murphy USA Inc. • Wingstop Inc. | | Darin S. Harris | 55 | 2020 | CEO Jack in the Box Inc. | No | | | | | — | | Sharon P. John | 60 | 2014 | President & CEO Build-A-Bear Workshop, Inc. | Yes | | x | x | | • Build-a-Bear Workshop, Inc. | | Madeleine A. Kleiner | 72 | 2011 | Director (Retired hotel & banking executive attorney) | Yes | x | | ✪ | | • Northrop Grumman Corp. | | Michael W. Murphy | 66 | 2002 | Director (Retired President & CEO Sharp HealthCare) | Yes | | ✪ | | x | — | | James M. Myers | 66 | 2010 | Director (Retired retail CEO and Board Chair) | Yes | x | | | ✪ | — | | Enrique Ramirez | 52 | 2024 | President Buff City Soap | Yes | | | | | • Six Flags Entertainment Corporation | | Vivien M. Yeung | 51 | 2017 | Strategic Advisor Bain & Company | Yes | x | | | x | — |

  3. Board Nominees (Proposal 1)

    | ✪ Chair | AC Audit Committee | FC Finance Committee | | x Member | CC Compensation Committee | | | | NG Nominating and Governance Committee | |

  4. Board Nominees (Proposal 1)

    | (4) 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, 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 losses (gains), net, and pension and post-retirement benefit costs. See “Appendix A - Reconciliation of Non-GAAP Measurements to GAAP Results.” |

  5. Board Nominees (Proposal 1)

    | (5) Director David Tehle, the current Audit Committee Chair, will not be standing for re-election at the Annual Meeting and will be departing as a director immediately following the meeting. Mr. Tehle’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 ten to nine. Following the Annual Meeting, it is expected that the Company will have no open director seats. |

  6. Board Nominees (Proposal 1)

    Director Attendance — During the time each director nominee served on the Board in fiscal 2023, 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 pages 25.

  7. Board Nominees (Proposal 1)

    | Age and Tenure (As of January 29, 2024) | | | | # Of Directors | | Age | | | 44-59 | 4 | | 60-65 | 1 | | 66+ | 5 | | Tenure | | | 0-4 Years | 3 | | 5-10 Years | 2 | | 10+ Years | 5 |

  8. Board Nominees (Proposal 1)

    | Board Diversity Matrix (As of January 29, 2024) | | | | | | Total Number of Directors | 10 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | 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 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  9. 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.

  10. Nominees for Director

    Nominees for Director The following table provides certain information about each nominee for director as of January 29, 2024(1).

  11. Nominees for Director

    | Name | Age | Position(s) with the Company | Director Since | | Guillermo Diaz Jr. | 58 | Independent Director | 2022 | | David L. Goebel | 73 | Independent Non-Executive Chairman of the Board | 2008 | | Darin S. Harris | 55 | Chief Executive Officer and Director | 2020 | | Sharon P. John | 60 | Independent Director | 2014 | | Madeleine A. Kleiner | 72 | Independent Director | 2011 | | Michael W. Murphy | 66 | Independent Director | 2002 | | James M. Myers | 66 | Independent Director | 2010 | | Enrique Ramirez | 52 | Independent Director | 2024 | | Vivien M. Yeung | 51 | Independent Director | 2017 |

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | | Guillermo Diaz, Jr. | 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. | | | Director Since September 2022 | | | | 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 | 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. | | | Non-Executive Chairman of the Board; Director Since December 2008 | | | | 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 | 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. | | | Chief Executive Officer; Director Since June 2020 | | | | 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. Since October 2021, Mr. Harris has served on the board of directors of Shipley Do-nut Flour & Supply Co., a private American donut company and coffeehouse chain with more than 300 franchised locations in the Southern United States. Since March 2023, Mr. Harris has also served on the board of directors of Goddard Franchisor LLC , a private preschool and early childhood education center system with locations across the United States. | | |

  16. Director Nominees

    | | Sharon P. John | Qualifications: • Ms. John’s qualifications to serve on our Board include her current role as CEO and director of a publicly traded global retail company and her broad merchandising, marketing, branding, sales and executive management experience, including key roles at well-known consumer brands. | | | Director Since September 2014 | | | | 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. | | |

  17. Director Nominees

    | | Madeleine A. Kleiner | 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. | | | Director Since September 2011 | | | | 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. Ms. Kleiner also serves on the board of directors of the Ladies Professional Golf Association (“LPGA”) and the Reserve Club. | | |

  18. Director Nominees

    | | Michael W. Murphy | 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. | | | Director Since September 2002 | | | | 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. | | |

  19. Director Nominees

    | | James M. Myers | 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. | | | Director Since December 2010 | | | | 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. | | |

  20. Director Nominees

    | | Enrique Ramirez | 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. | | | Director Since January 2024 | | | | 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. | | |

  21. Director Nominees

    | | Vivien M. Yeung | 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. | | | Director Since April 2017 | | | | 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 October 2023. From November 2019 until April | | | 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. | | |

  22. Current Director Not Standing for Re-Election

    Current Director Not Standing for Re-Election

  23. Current Director Not Standing for Re-Election

    | | David M. Tehle | Qualifications: • Mr. Tehle will not be standing for re-election at the Annual Meeting, as described at Note 1 on pages 5 and 15. | | | Director Since December 2004 | | | | Mr. Tehle has been a director of the Company since December 2004 and is currently Chair of the Audit Committee. He served as Executive Vice President and Chief Financial Officer of | | | Dollar General Corporation, a publicly traded company, from 2004 until his retirement in 2015. Prior to that, Mr. Tehle served from 1997 to 2004 as Executive Vice President and Chief Financial Officer of Haggar Corporation, a manufacturing, marketing, and retail corporation. From 1996 to 1997, he was Vice President of Finance for a division of The Stanley Works, one of the world’s largest manufacturer of tools, and from 1993 to 1996, he was Vice President and Chief Financial Officer of Hat Brands, Inc. Mr. Tehle served on the board of directors of Genesco, Inc. from February 2016 through June 2019. Since July 2016, he has served on the board of US Foods Holding Corp., where he chairs the Audit Committee; and since July 2017, on the Board of National Vision, Inc. where he also chairs the Audit Committee. | | |

  24. DIRECTOR COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS

    DIRECTOR COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS Under its charter, the Compensation Committee of the Board of Directors (the “Committee”) is responsible for reviewing and recommending to the Board the form and amount of compensation for our non-employee directors (the “directors”). The following discussion of compensation and stock ownership requirements applies only to our independent directors. Mr. Harris, who is an employee of the Company and compensated as an executive officer, does not receive additional compensation for his services 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 2023 and Fiscal 2024 Peer Group” in the Compensation Discussion & Analysis (“CD&A”) section of this Proxy Statement.

  25. Director Compensation Program Review

    Director Compensation Program Review The Compensation Committee reviews the 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 Committee recommended and the Board approved changes to the annual cash retainers and restricted stock awards to maintain a competitive pay program. The changes are effective following the Annual Meeting and are shown in the table below under “Annual Compensation Program.”

  26. Fiscal 2023 Compensation

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Mr. Diaz | $68,750 | $110,000 | $0 | $178,750 | | Mr. Goebel | $122,500 | $155,000 | $35,437 | $312,937 | | Ms. John | $77,500 | $110,000 | $11,596 | $199,096 | | Ms. Kleiner | $87,500 | $110,000 | $13,451 | $210,951 | | Mr. Murphy | $95,000 | $110,000 | $104,002 | $309,002 | | Mr. Myers | $87,500 | $110,000 | $36,193 | $233,693 | | Mr. Tehle | $95,000 | $110,000 | $66,403 | $271,403 | | Ms. Yeung | $80,000 | $110,000 | $18,364 | $208,364 |

  27. Performance Measurement Framework with 2023 Pay

    | Base Salary | | • In early fiscal 2023, our NEOs (other than Mr. Scott, who joined the Company in August 2023) received salary increases to maintain market competitiveness and recognize individual performance. Ms. Hooper received a subsequent salary increase in connection with her assumption of the Interim PFO role. | | Annual Incentive | | • The fiscal 2023 annual incentive plan for our NEOs was composed of a financial metric for consolidated financial performance; and, for each of our Jack in the Box and Del Taco brands, financial and strategic performance metrics, with the weightings of such metrics set relative to each brand’s size and impact to the Company. Our fiscal 2023 annual incentive performance metrics, weightings, and results are set forth in the table below. Mr. Scott, who was hired in August 2023, was not eligible to participate in the fiscal 2023 annual incentive plan. |

  28. Fiscal 2023 Design and Performance Results

    | Performance Metrics | Weighting | Actual Payout (% of Target)(1) | | Consolidated Operating EBIT | 50% | 169.5% | | Jack in the Box Same Store Sales | 24% | 193.0% | | Del Taco Same Store Sales | 6% | 91.8% | | Jack in the Box Development & Growth | 16% | 100.0% | | Del Taco Development & Growth | 4% | 200.0% |

  29. Fiscal 2023 Design and Performance Results

    | (1) Annual incentives were paid at 160.6% of target payout based on the weighted results described in CD&A section VI.b. |

  30. Fiscal 2023 Design and Performance Results

    | (2) For each performance metric, the minimum incentive payout is 50% of target payout opportunity and the maximum incentive payout is 200% of target payout opportunity. For financial goals, performance and payouts are prorated between performance levels. For strategic goals, performance and payouts are not prorated between performance levels, 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. |

  31. Fiscal 2023 Design and Performance Results

    | Long-Term Incentive | | The long-term incentive awards for our NEOs in fiscal 2023 were composed of performance shares (“PSUs”) and restricted stock units (“RSUs”) as outlined below. | | • For the FY 2023-2025 PSU grant, the Committee established two goals: (1) Cumulative Systemwide Sales at fiscal year-end 2025 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. |

  32. Fiscal 2023 Design and Performance Results

    | • For the FY2021-2023 PSU grant, the Committee certified goal achievement and approved the maximum payout of 150% of PSUs granted based on performance for the three fiscal year performance period ending in fiscal 2023. | | Special Pay Action – New Hire Compensation | | • During fiscal 2023, in consultation with its independent compensation consultant, the Board established a compensation package to induce Mr. Scott to join the Company as our Executive Vice President, Chief Financial Officer. The compensation package included (a) a market-competitive salary; (b) a sign-on cash bonus of $250,000 that was paid in fiscal 2023 for repayment of his sign-on bonus with his former employer; (c) a new-hire cash bonus of $400,000 that was paid in December 2023 (fiscal 2024) and subject to continued employment with the Company to replace compensation forfeited with his former employer; and (d) an equity award of RSUs and PSUs, granted two weeks after his start date which is described in CD&A Section VI.d. “Equity Award for New Executive Officer.” |

  33. c. Fiscal 2023 Compensation Program Design Changes

    | 1) | Approving an updated Peer Group for fiscal 2023 that better reflects those companies with a similar revenue structure and that compete with us in the consumer marketplace and for investment opportunities and executive talent. |

  34. c. Fiscal 2023 Compensation Program Design Changes

    | 2) | For the annual incentive plan, (a) to align with market practice, increasing the threshold payout opportunity for financial goals from 0% to 50%, and (b) with objective performance measures for strategic goals, the maximum payout opportunity was increased from 150% to 200%. For both financial and strategic performance metrics, there is no payout if the threshold goal is not met. |

  35. c. Fiscal 2023 Compensation Program Design Changes

    | 3) | For the long-term incentive plan, changing the vesting of RSUs from 25% per year over four years, to vesting 33% per year over three years. |

  36. d. Fiscal 2023 Pay Mix

    d. Fiscal 2023 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 2023, 83% of our CEO’s annual TDC and 64% for the other NEOs average annual TDC is variable and at-risk, delivered in the form of annual and long-term incentives. Additionally, the portion of our fiscal 2023 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 42% of target TDC for our other NEOs.

  37. e. CEO Compensation and Pay for Performance Alignment

    e. CEO Compensation and Pay for Performance Alignment Each year, the Committee assesses our CEO’s actual compensation relative to the Company’s performance. The graph below shows the relationship of our CEO’s actual TDC compared to our cumulative total shareholder return (TSR) performance in each of the last five fiscal years. Actual TDC in this chart includes base salary, annual incentive earned for the fiscal year, and the long-term incentive grant date award value, all as reported in the SCT. As illustrated below, pay and performance are generally aligned, with higher pay in years with strong financial and TSR performance, and lower pay in years when financial performance did not meet goals and/or TSR declined. For fiscal 2023, although not reflective in our TSR, our CEO’s increase in total pay was primarily a result of exceptional performance against our financial goals for Operating EBIT, Same Store Sales Growth, and achieving our strategic goals for development and growth under our fiscal 2023 annual incentive plan, which resulted in an overall incentive payout of 160.6% of target payout.

  38. 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. |

  39. 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, strategies, and stock price performance. |

  40. II. COMPENSATION PRINCIPLES AND OBJECTIVES

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

  41. 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. |

  42. a. Competitive Analysis

    | • | The Company’s performance against its performance goals; |

  43. a. Competitive Analysis

    | • | The mix of annual and long-term compensation in the form of cash and equity-based compensation; |

  44. a. Competitive Analysis

    | • | The Company’s financial performance relative to our Peer Group. |

  45. b. Fiscal 2023 Peer Group

    b. Fiscal 2023 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, and for which the Committee then references when determining target total compensation levels and practices for our NEOs. 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 considered the peer companies used by the proxy advisory firms. In August 2022, the Committee established the fiscal 2023 Peer Group based on the aforementioned criteria, and to reflect the increase in the Company’s size following its acquisition of Del Taco in March 2022. This comprehensive review resulted in removing Carrols Restaurant Group, Inc. and Red Robin Gourmet Burgers, Inc.; and, adding Bloomin’ Brands, Inc. and Brinker International Inc. The table below lists the companies in the fiscal 2023 Peer Group.

  46. Fiscal 2023 Peer Group

    Fiscal 2023 Peer Group

  47. Fiscal 2023 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) |

  48. Fiscal 2023 Peer Group

    | CD&A — IV. ELEMENTS OF COMPENSATION |

  49. IV. ELEMENTS OF COMPENSATION

    | Element / Type of Plan | Link to Compensation Objectives | Key Features | | Current Year Performance | | | | Base Salary (Cash) | • Fixed cash compensation to attract and retain executive talent that drives Company success. | Competitive pay that is targeted to approximate a reasonable range of the market median relative to job scope and complexity and 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 (Cash) | • Variable cash compensation • Motivates and rewards for achievement of annual performance goals intended to create long-term shareholder value. | Incentives are targeted to approximate a reasonable range of the market median and are set as a percentage of base salary. Actual payouts vary (up to a stated maximum payout amount) as a percentage of target payout based on achievement of pre-established performance targets. Goals and weightings are set annually to align with specific financial, operational, and/or strategic performance objectives aligned with the Company’s operational plan and budget. Fiscal 2023 goals are described in Section VI.b. | | Multi-Year Performance | | | | Long-Term Incentive (LTI) (Equity) | • Variable compensation delivered in equity awards. • Motivates and rewards for achieving longer term objectives and increasing shareholder value. • Promotes executive retention through multi-year vesting and potential for wealth accumulation through stock appreciation. • Stock ownership and holding requirements align the financial interests of our executives with those of our shareholders. | The 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. No dividends are paid on unvested RSUs or PSUs. For fiscal 2023, the Committee awarded grants of PSUs and RSUs, each weighted 50%, thereby supporting our continued focus on pay-for-performance alignment. 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 their PSUs and RSUs until they meet their applicable stock ownership requirement. Performance Shares (PSUs): PSUs represent 50% of the target LTI value, 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 (with payouts ranging 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 FY 2023 grant for the fiscal 2023-2025 performance period are described in Section VI.c. Restricted Stock Units (RSUs): RSUs represent 50% of the target LTI value, vest 33% per year over three years and are payable in stock. |

  50. IV. ELEMENTS OF COMPENSATION

    | Element / Type of Plan | Link to Compensation Objectives | Key Features | | New Hire Awards, Sign- on Bonuses (Cash and Equity) I | • In order to be successful in a very competitive market for high-level executive talent, strategic use of one-time sign-on cash and/or equity may be used to secure the right candidate for the executive team and to align the executive’s interests with the interest of our shareholders, in addition to encouraging retention over the longer-term. | To induce Mr. Scott to join the Company and to facilitate stock ownership, included in his offer letter was a one-time new hire equity grant of RSUs and PSUs, equally weighted 50%. Additionally, Mr. Scott received a sign-on cash bonus paid in September 2023 for repayment of his sign-on bonus with his former employer, and a new hire cash bonus paid in December 2023 (fiscal 2024) to replace compensation forfeited from his prior employer as an additional incentive to join the Company and subject to continued employment with the Company. | | Interim PFO Salary Increase (Cash) | • Increase in cash compensation for performing increased job responsibilities and to promote retention for Company success during limited critical time period. | Due to her appointment as Interim PFO, Ms. Hooper received a $7,500 per month increase in salary beginning in December 2022 and ending at FYE 2023 following a seven-week transition period upon Mr. Scott joining the Company as our Chief Financial Officer. | | Retirement Benefits | • Provides market competitive benefits to attract and retain top talent. • Provides for retirement income to reward service and to 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 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). Ms. Hooper and Mr. Gordon are participants in the pension plan. |

  51. a. Role of the Compensation Committee

    | • | The Peer Group; |

  52. a. Role of the Compensation Committee

    | • | The amount and form of executive compensation (pay increases, equity grants); |

  53. a. Role of the Compensation Committee

    | • | Annual and long-term incentive plans and benefit plans; |

  54. a. Role of the Compensation Committee

    | • | Performance metrics and goals, and the achievement of annual and long-term incentive plan goals; |

  55. 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:

  56. b. Role of the Independent Compensation Consultant

    | • | Attends Committee meetings; |

  57. b. Role of the Independent Compensation Consultant

    | • | 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; |

  58. b. Role of the Independent Compensation Consultant

    | • | Provides and discusses peer group and survey data for competitive comparisons, and based on this information, offers independent recommendations on CEO and NEO compensation; |

  59. b. Role of the Independent Compensation Consultant

    | • | Reviews the CD&A and other compensation-related disclosures in our proxy statements; |

  60. b. Role of the Independent Compensation Consultant

    | • | Offers recommendations, insights and perspectives on compensation related matters; |

  61. b. Role of the Independent Compensation Consultant

    | • | Evaluates and advises the Committee regarding enterprise and related risks associated with executive compensation components, plans and structures; and |

  62. b. Role of the Independent Compensation Consultant

    | • | Assists the Committee in designing executive compensation programs that are competitive and align the interests of our executives with those of our shareholders. |

  63. b. Role of the Independent Compensation Consultant

    In fiscal 2023, 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.

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

    b. Performance-Based Annual Incentive Compensation (Cash) In December 2022, the Committee approved the annual incentive goals for the fiscal 2023 annual incentive plan (the “AIP”) consistent with the Company’s fiscal 2023 operational plan and budget approved by the Board. The AIP performance metrics and weightings are as follows:

  65. Fiscal 2023 Design and Performance Results

    | | Performance Metrics | Weighting | | FINANCIAL GOALS | Consolidated Operating EBIT | 50% | | | Jack in the Box Same Store Sales | 24% | | | Del Taco Same Store Sales | 6% | | STRATEGIC GOALS | Jack in the Box Development & Growth | 16% | | | Del Taco Development & Growth | 4% |

  66. Fiscal 2023 Design and Performance Results

    | (3) 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 |

  67. Fiscal 2023 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. Additionally, the Committee established the range of payout opportunities for the financial and strategic performance metrics based on threshold, target, and maximum levels of achievement. For achievement of each of the financial and strategic performance metrics, the Committee approved the incentive payout at the threshold level of achievement is 50% of target payout and the incentive payout at the maximum level of achievement is 200% of target payout. There is no payout for financial and strategic goals if performance is below the threshold level of achievement. For fiscal 2023, to align with market practice for financial goals, this represented an increase from 0% to 50% of target incentive payout at threshold level of achievement. And for the fiscal 2023 strategic goals, using objective performance measures, this represented an increase from 150% to 200% of target incentive payout at maximum level of achievement. Additionally, for financial performance metrics, incentive payouts are prorated between performance levels. For the strategic performance metrics, incentive payouts 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 2023 annual incentive plan for our NEOs included performance targets for consolidated performance, and for each of our Jack in the Box and Del Taco brands.

  68. Fiscal 2023 Design and Performance Results

    | 2023 Jack in the Box Performance Metrics | Why Goal Is Used | | Consolidated Operating EBIT | This is a key performance metric for measuring operational performance. Operating EBIT is a non-GAAP measure, and for fiscal 2023, the metric excluded, if any, income taxes, interest expense, net, pension and postretirement expense, gains on the sale of company-operated restaurants, gains on sale of real estate to franchisees, acquisition, integration, and restructuring charges, and mark-to-market changes in the cash surrender value of company owned life insurance (“COLI”) policies, net of a deferred compensation obligation supported by these policies. 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 2023, 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 2023. The Committee reserved its discretion to assess qualitative components when determining performance achievement. |

  69. Fiscal 2023 Strategic Goals

    | Metric | Weighting | Threshold Goal (50% Payout) | Target Goal (100% Payout) | Maximum Goal (200% Payout) | | Jack Brand Strategic Goal Development & Growth | 16% | Execute franchise sales and marketing strategy that generates 2,100 leads or 780 Marketing Qualified Leads and 12 units opened | Approve 60 new sites for future openings or sign franchise development agreements for 112 awards/restaurants for future development and 18 units opened | 25 units opened | | Del Taco Brand Strategic Goal Development & Growth | 4% | Execute franchise sales and marketing strategy that generates 1,500 leads or 525 Marketing Qualified Leads and 4 units opened | Approve 15 new sites for future openings or sign franchise development agreements for 40 awards/restaurants for future development and 8 units opened | 12 units opened |

  70. Fiscal 2023 Annual Incentive Plan Performance Results

    Fiscal 2023 Annual Incentive Plan Performance Results The chart below shows our actual results and associated payout for each performance metric, resulting in a total weighted payout of 160.6% 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.

  71. Fiscal 2023 Annual Incentive Plan Performance Results

    | Metric | Weighting | Threshold Goal (50% Payout) | Target Goal (100% Payout) | Maximum Goal (200% Payout) | Fiscal 2023 Results | Payout | | Consolidated Operating EBIT | 50% | $211.1M | $234.5M | $260.4M | $252.5M | 169.5% | | Jack Brand Same Store Sales | 24% | -1.58% | 2.53% | 7.65% | 7.29% | 193.0% | | Del Taco Brand Same Store Sales | 6% | -1.77% | 2.32% | 7.43% | 1.65% | 91.8% | | Jack Brand Strategic Goal Development & Growth | 16% | Execute franchise sales and marketing strategy that generates 2,100 leads or 780 Marketing Qualified Leads and 12 units opened | Approve 60 new sites for future openings or sign franchise development agreements for 112 awards/restaurants for future development and 18 units opened | 25 units opened | Target Achieved Threshold and Target Goals | 100.0% | | Del Taco Brand Strategic Goal Development & Growth | 4% | Execute franchise sales and marketing strategy that generates 1,500 leads or 525 Marketing Qualified Leads and 4 units opened | Approve 15 new sites for future openings or sign franchise development agreements for 40 awards/restaurants for future development and 8 units opened | 12 units opened | Maximum Achieved Threshold Target, and Maximum Goals | 200.0% | | Total | | | | | | 160.6% |

  72. Fiscal 2023 Payouts

    Fiscal 2023 Payouts The target and maximum annual incentive payout percentages for the NEOs (except for Mr. Scott who joined the Company in August 2023 and was not eligible to participate in the fiscal 2023 AIP), expressed as a percentage of annual base salary are 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.

  73. Fiscal 2023 Payouts

    | | Potential Payout (% of Base Salary) | | | Actual Incentive Payout (% of Target) | Actual Incentive Payout (% of 2023 Base Salary) | Actual Incentive Payout | | | Threshold(1) | Target | Maximum(1) | | | | | Mr. Harris (CEO) | 55.0% | 110.0% | 220.0% | 160.6% | 176.6% | $1,598,475 | | Ms. Hooper (former Interim PFO)(2) | 37.5% | 75.0% | 150.0% | 160.6% | 120.4% | $472,736 | | Mr. Mullany (former CFO)(3) | 37.5% | 75.0% | 150.0% | — | — | — | | Mr. Ostrom (CMDO) | 37.5% | 75.0% | 150.0% | 160.6% | 120.4% | $626,223 | | Mr. Gordon (CCSO) | 30.0% | 60.0% | 120.0% | 160.6% | 96.3% | $399,820 | | Ms. Super (CLRO) | 30.0% | 60.0% | 120.0% | 160.6% | 96.3% | $434,503 |

  74. Fiscal 2023 Payouts

    | (1) Reflects the threshold payout of 50% of target payout and the maximum payout of 200% of target payout. |

  75. Fiscal 2023 Payouts

    | (2) All incentive payouts were calculated and paid as a percentage of base salary at the time the AIP goals were approved by the Committee, with the exception of Ms. Hooper’s incentive payout which was prorated using her base salary for the portion of the fiscal year prior to her assuming her position as Interim PFO and using her base salary approved by the Committee in connection with Ms. Hooper assuming her position as Interim PFO for the remaining portion of the fiscal year. |

  76. Fiscal 2023 Payouts

    | (3) Mr. Mullany separated employment with the Company in February 2023 and did not receive a payout under the AIP. Pursuant to the terms of his separation agreement under the Executive Severance Plan, Mr. Mullany received a payment of $197,872, representing a prorated annual incentive payment, of which the amount was determined using Mr. Mullany’s target incentive of 75% of base salary and the Company’s actual achievement of fiscal 2023 performance metrics under the AIP. |

  77. c. Long-Term Incentive Compensation

    c. Long-Term Incentive Compensation For fiscal 2023, the Committee awarded LTI grants of equally- weighted PSUs and RSUs to support executive stock ownership and retention, and to drive achievement of long- term company performance goals. 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 2023 LTI grant, the Committee determined the amount of each NEO’s actual LTI grant value, in its discretion, taking into consideration the 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 2023, the Committee increased the target LTI value for each NEO to be competitive with market practice (except for Mr. Scott who joined the Company in August 2023 and Ms. Hooper who received a grant prior to assuming her position as Interim PFO), as shown in the table below.

  78. c. Long-Term Incentive Compensation

    | | Target LTI Value | | | | NEO | 2022 | 2023 | % Change | | Mr. Harris | $2,850,000 | $3,500,000 | 23.0% | | Mr. Ostrom | $600,000 | $675,000 | 13.0% | | Mr. Gordon(1) | $400,000 | $465,000 | 16.0% | | Ms. Super(1) | $400,000 | $452,000 | 13.0% |

  79. 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. |

  80. 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 2023. Mr. Mullany, our former CFO, did not receive any LTI grants in fiscal 2023.

  81. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards

  82. 2023 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 |

  83. 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 three-fiscal year performance period (“Performance Period”). For PSUs granted in fiscal 2023, 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) . Vesting ranges from 0% to 150% of the target number of shares granted; the threshold payout (50% of target) requires achieving an established minimum performance requirement (there is no payout if performance doesn’t meet the minimum performance requirement). PSUs Granted in Fiscal 2023: In December 2022, the Committee granted the fiscal 2023 PSU awards to our then-serving NEOs (Messrs. Harris, Ostrom, 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, while initially the intent was to set a full 3-year ROIC goal, due to challenges in forecasting posed by the rapid pace of investments needed to grow the business and upgrade our technology systems, including digital, ROIC goals are set annually at the beginning of each fiscal year of the Performance Period. The Committee determined setting annual goals would improve 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. PSUs Vested in Fiscal 2023: PSUs granted in December 2020 (based on the three-fiscal year 2021-2023 Performance Period) vested and were payable following the Committee’s approval in November 2023 of performance attained on the metrics, ROIC from Operations and Jack in the Box Systemwide Sales. Together, performance outcomes resulted in a weighted payout of 150% of the target number of PSUs granted to the NEOs for the three-year performance period (Messrs. Harris, Ostrom, Gordon, and Ms. Super), the maximum payout for each metric. Mr. Mullany forfeited these PSUs upon his separation of employment with the Company in February 2023.

  84. Performance Shares (PSUs)

    | Grant Date | Approved Measures (Excludes Del Taco) | Weight | Goal | | | FY23 | Vesting | | | | | Threshold | Target | Maximum | | | | 12/21/2020 FY21 | ROIC from Operations for FY21-23 (at FYE2023)(1) (1) Performance is measured on ROIC from Operations at FYE23 established in December 2020 for Year 3 of the Performance Period. ROIC from Operations excludes net gains/losses on sale of company-operated restaurants, restructuring charges, and accumulated other comprehensive income or loss related to the Company's retirement plans. | 50% | 34.2% | 38.8% | 40.9% | 45.7% | 150.0% | | | Jack in the Box Systemwide Sales (All Restaurants) for FY21- for FY21-23 (at FYE2023) | 50% | $3,673.0 | $4,191.0 | $4,227.0 | $4,419.7 | 150.0% | | | Vesting Percent of Target Number of PSUs Granted | | 50.0% | 100.0% | 150.0% | | 150.0% |

  85. c. Retirement Plans

    | • | Non-Qualified Deferred Compensation Plan (“EDCP”). In light of IRC limits imposed on the 401(k) Plan, we sponsor the EDCP whereby our executive officers and other highly compensated employees may also defer up to 50% of their base salary and up to 85% of their annual incentive compensation. For participants whose compensation or deferrals to the 401(k) Plan (and related Company matching contributions) are limited due to the IRC |

  86. 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). |

  87. f. Termination of Service

    | • | 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. |

  88. f. Termination of Service

    | • | 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. |

  89. f. Termination of Service

    | • | Accelerated vesting of options equal to 5% additional vesting for each full year of service with the Company. |

  90. f. Termination of Service

    | • | In accordance with the vesting schedule of each award, prorated vesting of PSUs; and full vesting of time-vested RSUs. |

  91. f. Termination of Service

    | • | 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. |

  92. Severance Arrangement with Mr. Mullany

    Severance Arrangement with Mr. Mullany The Board approved severance benefits payable to Mr. Mullany in connection with his separation of service with the Company in February 2023, which consisted of a cash payment under the terms of the Company’s Executive Severance Plan for Executive Officers, as described in the “Potential Payments on Termination of Employment or Change in Control” section. The Board used its discretion and determined these severance benefits were appropriate in connection with the reason for Mr. Mullany’s termination.

  93. Standard Severance Program for Ms. Hooper

    Standard Severance Program for Ms. Hooper Ms. Hooper was not eligible for benefits under the Executive Severance Plan in her prior role and while serving as Interim PFO, however she is eligible for severance benefits under the Company’s standard severance program for management and staff. The plan provides that in the event of an involuntary termination without Cause, Vice Presidents may receive two weeks cash severance per year of service up to a maximum of 52 weeks; and if enrolled in the Company’s medical plans at the time of termination, cash severance to assist with COBRA premiums, equal to a fixed amount for every 4 weeks of severance. In addition, in the event of a separation date between September 1 and December 31, may receive cash severance for any RSUs that would have vested during this time period.

  94. 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 on pages 64-67.

  95. 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.

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

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

  97. 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 2023 annual total compensation of our CEO, Mr. Harris; (ii) the fiscal 2023 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.

  98. VIII. CEO PAY RATIO DISCLOSURE

    | CEO PAY RATIO | | | CEO Annual Total Compensation(1) | $5,346,487 | | Median Employee Annual Total Compensation | $27,112 | | CEO to Median Employee Pay Ratio | 197.2 |

  99. VIII. CEO PAY RATIO DISCLOSURE

    | (1) As set forth in the fiscal 2023 Summary Compensation Table. |

  100. Compensation Program Design Protections

    | • | 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. |

  101. Compensation Program Design Protections

    | • | 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. |

  102. Compensation Program Design Protections

    | • | 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. |

  103. Compensation Program Design Protections

    | • | 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. |

  104. Compensation Program Design Protections

    | • | 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. |

  105. 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. |

  106. Structural Governance Protections

    | • | The Company has strong internal controls over the measurement and calculation of performance goals designed to keep them from being susceptible to manipulation. |

  107. Summary Compensation Table

    Summary Compensation Table

  108. 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 | 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 | | | 2021 | $840,865 | — | $2,634,444 | — | $1,182,606 | — | $51,596 | $4,709,511 | | Mr. Scott(7) Executive Vice President, Chief Financial Officer (CFO) | 2023 | $84,135 | $250,000 | $752,977 | — | — | | $110 | $1,087,222 | | Ms. Hooper*(8) Senior Vice President, Controller (former Interim Principal Financial Officer) | 2023 | $392,548 | $64,900 | $132,638 | — | $472,736 | — | $32,629 | $1,095,451 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | $288,945 | — | $106,387 | — | $153,920 | $16,557 | $29,406 | $595,215 | | Mr. Mullany Executive Vice President, Chief Financial Officer (former CFO) | 2023 | $180,600 | — | — | — | — | — | $750,550 | $931,150 | | | 2022 | $513,269 | — | $597,178 | — | $289,688 | — | $265,699 | $1,665,834 | | | 2021 | $355,769 | $150,000 | $840,484 | — | $465,387 | — | $128,622 | $1,940,262 | | Mr. Ostrom Executive Vice President, Chief Marketing & Digital Officer (CMDO) | 2023 | $517,115 | — | $529,536 | — | $626,223 | — | $45,223 | $1,718,097 | | | 2022 | $493,269 | — | $551,229 | — | $278,438 | — | $32,512 | $1,355,448 | | | 2021 | $323,077 | $200,000 | $595,202 | — | $337,433 | — | $253,748 | $1,709,460 | | Mr. Gordon* Senior Vice President Chief Supply Chain Officer (CSCO) | 2023 | $413,500 | — | $375,003 | — | $399,820 | $1,741 | $34,259 | $1,224,323 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | $379,712 | — | $228,865 | — | $335,090 | $9,995 | $52,208 | $1,005,870 | | Ms. Super* Senior Vice President Chief Legal & Risk Officer (CLRO) | 2023 | $448,461 | — | $362,709 | — | $434,503 | — | $10,042 | $1,255,715 |

  109. Summary Compensation Table

    | * Ms. Hooper, Mr. Gordon, and Ms. Super were not NEOs in fiscal 2022; therefore, in accordance with SEC disclosure rules, information regarding their compensation in fiscal year 2022 is not included. The same applies to Ms. Super for fiscal 2021. |

  110. Summary Compensation Table

    | (1) Reflects the 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). The amounts for fiscal 2021 reflect one additional week of compensation due to the Company’s 53-week fiscal year. |

  111. Summary Compensation Table

    | (2) Mr. Scott received a sign-on cash bonus during fiscal 2023 which was paid upon commencing employment with the Company and paid in September 2023. |

  112. 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 2023 Annual Report on Form 10-K (Note 13, Share-Based Employee Compensation). The 2023 amount for Mr. Scott represents a new-hire grant in recognition of his forfeiture of equity with his prior employer and to provide him with an equity stake in the Company and alignment with the other NEOs on the Company’s performance objectives for the fiscal 2023-2025 PSU performance period. 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 fiscal 2021 and 2022 PSUs, and for 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 PSUs). Assuming the maximum level of performance achievement (150% of target), the PSU total values for each NEO who received a PSU award in 2023 are, respectively: Mr. Harris, $1,647,181; Mr. Scott, $451,786; Mr. Ostrom, $317,721; Mr. Gordon, $188,279; and Ms. Super, $188,279. |

  113. 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. |

  114. Summary Compensation Table

    | (5) Reflects the change in the estimated present value of each NEO’s accumulated benefit under the qualified pension plan (the “Retirement Plan”). The estimates are determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements for fiscal years ending October 1, 2023 and October 3, 2021. The change for Ms. Hooper was a negative amount and therefore the amount is not reflected in this column. For 2021 the Pri-2012 Mortality Table was used with the MP-2020 generational scale projected from 2006; for 2023 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 3.11% for 2021 and 6.103% for 2023. 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. |

  115. Summary Compensation Table

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

  116. Summary Compensation Table

    | All Other Compensation Table | | | | | | | | Technology Allowance | Deferred Compensation Matching Contribution(a) | Company- Paid Life Insurance Premiums | Other | Total All Other Compensation | | Mr. Harris (CEO) | $920 | $100,251 | $0 | $0 | $101,171 | | Mr. Scott (CFO) | $80 | $0 | $30 | $0 | $110 | | Ms. Hooper (Former Interim PFO) | $520 | $32,109 | $0 | | $32,629 | | Mr. Mullany (Former CFO) | $180 | $2,382 | $131 | $747,857(b) | $750,550 | | Mr. Ostrom (CMDO) | $520 | $44,308 | $395 | $0 | $45,223 | | Mr. Gordon (CSCO) | $920 | $32,783 | $556 | $0 | $34,259 | | Ms. Super (CLRO) | $520 | $9,020 | $502 | $0 | $10,042 |

  117. Summary Compensation Table

    | (a) Reflects matching contributions under the 401(k) Plan and the restoration matching contribution in the EDCP related to fiscal 2023 compensation (base pay and fiscal 2023 annual incentive). |

  118. Summary Compensation Table

    | (b) Represents severance benefits Mr. Mullany received under the Executive Severance Plan following his separation of employment on February 2, 2023. He received cash payments totaling $747,857 which represents 12 months of base pay, 12 months of the employer portion of COBRA premiums, and a prorated annual incentive payment pursuant to the Executive Severance Plan, with the amount determined using a target incentive of 75% of base salary and the Company’s fiscal 2023 annual performance incentive plan results. |

  119. Summary Compensation Table

    | (7) Mr. Scott joined the Company on August 14, 2023 as Executive Vice President, Chief Financial Officer. |

  120. Summary Compensation Table

    | (8) Ms. Hooper served as Interim PFO from December 2022 until Mr. Scott joined the Company as Executive Vice President, Chief Financial Officer on August 14, 2023 (in accord with Mr. Mullany’s departure with the Company on February 2, 2023). |

  121. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information on the annual incentive awards and equity awards granted to our NEOs in fiscal 2023. 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 2023 incentive award terms are described in CD&A Sections IV (“Elements of Compensation”) and VI (“Fiscal 2023 Compensation”). Mr. Mullany did not receive a fiscal 2023 stock grant award.

  122. 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 | | 12/19/2022 | AIP | $497,750 | $995,500 | $1,991,000 | | | | | | | | | (CEO) | 12/20/2022 | 12/19/2022 | RSU | | | | | | | 25,056 | | | $1,647,181 | | | 12/20/2022 | 12/19/2022 | PSU 23-25 | | | | 8,352 | 16,704 | 25,056 | | | | $1,098,121 | | Mr. Scott | | | | | | | | | | | | | | | (CFO) | 8/28/2023 | 7/30/2023 | RSU-NH | | | | | | | 5,813 | | | $451,786 | | | 8/28/2023 | 7/30/2023 | PSU 23-25-NH | | | | 1,938 | 3,875 | 5,813 | | | | $301,191 | | Ms. Hooper | | 12/19/2022 | AIP | $147,206 | $294,411 | $588,823 | | | | | | | | | (Former Interim PFO) | 12/08/2022 | 11/17/2022 | RSU | | | | | | | 1,954 | | | $132,638 | | Mr. Ostrom | | 12/19/2022 | AIP | $195,000 | $390,000 | $780,000 | | | | | | | | | (CMDO) | 12/20/2022 | 12/19/2022 | RSU | | | | | | | 4,833 | | | $317,721 | | | 12/20/2022 | 12/19/2022 | PSU 23-25 | | | | 1,611 | 3,222 | 4,833 | | | | $211,814 | | Mr. Gordon | | 12/19/2022 | AIP | $124,500 | $249,000 | $498,000 | | | | | | | | | (CSCO) | 12/20/2022 | 12/19/2022 | RSU | | | | | | | 3,795 | | | $249,483 | | | 12/20/2022 | 12/19/2022 | PSU 23-25 | | | | 955 | 1,909 | 2,864 | | | | $125,520 | | Ms. Super | | 12/19/2022 | AIP | $135,300 | $270,600 | $541,200 | | | | | | | | | (CLRO) | 12/20/2022 | 12/19/2022 | RSU | | | | | | | 3,608 | | | $237,190 | | | 12/20/2022 | 12/19/2022 | PSU 23-25 | | | | 955 | 1,909 | 2,864 | | | | $125,520 |

  123. Grants of Plan-Based Awards

    | (1) Annual equity grants were approved at the December 19, 2022 Committee meeting, with a grant date of December 20, 2022. The new hire RSU (“RSU-NH) and PSU (“PSU-NH) grants for Mr. Scott, who joined the Company in August 2023, were approved by the Committee and granted two weeks following his hire date. |

  124. Grants of Plan-Based Awards

    | (2) For PSU awards, shows the three fiscal years of the PSU performance period. |

  125. Grants of Plan-Based Awards

    | (3) Reflects the potential payouts under the fiscal 2023 annual incentive plan (“AIP”) that could have been earned based on performance in fiscal 2023. 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 for maximum payout represents 200% of target payout for financial and strategic goals. Performance achievement and incentive payouts are prorated between performance levels. The SCT for fiscal 2023 shows the actual cash incentive compensation earned by our NEOs for fiscal 2023 performance. |

  126. Grants of Plan-Based Awards

    | (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 2023-25 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. |

  127. Grants of Plan-Based Awards

    | (5) Reflects the number of RSUs granted that vest 33% per year over three years on each anniversary of the grant date. |

  128. Grants of Plan-Based Awards

    | (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 PSU and RSU grants was $65.74 and for Mr. Scott’s new hire PSU and RSU grants was $77.72. The grant date fair values of all awards were determined based on the assumptions and methodologies set forth in the Company’s 2023 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 23-25 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). |

  129. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information on all outstanding option awards and unvested stock awards held by each of the NEOs at the end of fiscal 2023 (October 1, 2023). Mr. Mullany had no outstanding awards as of the end of fiscal 2023. For Mr. Gordon and Ms. Super, each option grant is shown separately and 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 29, 2023), which was $69.06.

  130. Outstanding Equity Awards at Fiscal Year-End 2023

    | | 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) | — | — | — | — | — | 73,223 | $5,056,788 | 37,461 | $2,587,057 | | Mr. Scott (CFO) | — | — | — | — | — | 6,862 | $473,907 | 4,844 | $334,538 | | Ms. Hooper (Former Interim PFO) | — | — | — | — | — | 3,854 | $266,157 | — | — | | Mr. Ostrom (CMDO) | — | — | — | — | — | 14,660 | $1,012,420 | 7,519 | $519,228 | | Mr. Gordon (CSCO)(3) | 11/29/2016 | 2,051 | — | $104.95 | 11/29/2023 | 8,629 | $595,915 | 4,715 | $325,595 | | | 2/26/2018 | 4,859 | — | $90.06 | 2/26/2025 | | | | | | | 12/16/2019 | 5,007 | — | $75.23 | 12/16/2026 | | | | | | Ms. Super (CLRO)(3) | 12/16/2019 | 505 | — | $75.23 | 12/16/2026 | 8,393 | $579,617 | 4,715 | $325,595 |

  131. Outstanding Equity Awards at Fiscal Year-End 2023

    | (1) The amounts in this column reflect: |

  132. Outstanding Equity Awards at Fiscal Year-End 2023

    (a) unvested RSUs that vest (i) for each executive, except Ms. Hooper, 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, 47,006; Mr. Scott, 5,813; Mr. Ostrom, 9,035; Mr. Gordon, 6,375; Ms. Super, 6,139); and for Ms. Hooper, 33% each year over three years beginning on the first anniversary of the grant date; and (b) for Messrs. Harris, Ostrom, Gordon and Ms. Super, unvested PSUs for which the performance goals have been met for the completed three fiscal-year performance period (FY2021 – FY2023) and vest following the Board’s approval of the performance goals (Mr. Harris, 21,695; Mr. Ostrom, 4,753; Mr. Gordon, 1,737; Ms. Super, 1,737); and (c) unvested PSUs for which the performance goals have been met for each executive, except Ms. Hooper, 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, 4,522; Mr. Scott, 1,049; Mr. Ostrom 872; Mr. Gordon, 517; Ms. Super, 517).

  133. Outstanding Equity Awards at Fiscal Year-End 2023

    | (2) This column shows unvested PSUs granted to executives, except for Ms. Hooper, for the performance periods FY22-FY24 and FY23-FY25 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. |

  134. Outstanding Equity Awards at Fiscal Year-End 2023

    | (3) This column shows each option grant and all option awards are fully vested. |

  135. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information on stock options that were exercised and shares that were acquired on the vesting of stock awards by our NEOs during fiscal 2023. The stock award value realized is calculated by multiplying the number of shares shown in the table by the closing price of our stock on the date the stock awards vested.

  136. Option Exercises and Stock Vested in Fiscal 2023

    | | 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) | — | $— | 9,972 | $730,760 | | Mr. Scott (CFO) | — | $— | — | — | | Ms. Hooper (Former Interim PFO) | — | $— | 972 | $66,410 | | Mr. Mullany (Former CFO) | — | $— | 2,439 | $177,180 | | Mr. Ostrom (CMDO) | — | $— | 1,665 | $122,460 | | Mr. Gordon (CSCO) | — | $— | 2,050 | $141,005 | | Ms. Super (CLRO) | 3,500 | $65,336 | 1,572 | $107,790 |

  137. Option Exercises and Stock Vested in Fiscal 2023

    | (1) The reported number of shares and value realized on vesting includes time-vested RSUs; and, for Mr. Gordon and Ms. Super, also includes PSUs granted in December 2019 for the fiscal 2020-2022 performance period, which vested in December 2022 and resulted in a payout of 64.1% of the target PSU award. |

  138. 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. Harris (CEO) | None | N/A | N/A | $0 | | Mr. Scott (CFO) | None | N/A | N/A | $0 | | Ms. Hooper (Former Interim PFO) | Retirement Plan | 15 | $305,498 | $0 | | Mr. Ostrom (CMDO) | None | N/A | N/A | $0 | | Mr. Gordon (CSCO) | Retirement Plan | 6 | $239,002 | $0 | | Ms. Super (CLRO) | None | N/A | N/A | $0 |

  139. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  140. Executive Deferred Compensation Plan (EDCP)

    | Non-Qualified Deferred Compensation Plan Table | | | | | | | | Executive Contributions in Fiscal 2023(1) | Registrant Contributions In Fiscal 2023(2) | Aggregate Earnings in Fiscal 2023 | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE23(3) | | Mr. Harris (CEO) | $284,848 | $87,147 | $4,802 | $— | $204,624 | | Mr. Scott (CFO) | $— | $— | $— | $— | $— | | Ms. Hooper (Interim PFO) | $18,909 | $18,909 | $37,366 | $— | $344,172 | | Mr. Mullany (Former CFO) | $— | $— | $2,613 | $8,893 | $86,217 | | Mr. Ostrom (CMDO) | $101,933 | $32,889 | $354 | $— | $68,573 | | Mr. Gordon (CSCO) | $65,476 | $19,448 | $59,518 | $— | $835,144 | | Ms. Super (CLRO) | $— | $— | $3,582 | $— | $29,947 |

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

    Potential Payments on Termination of Employment or Change in Control Compensation & Benefits Assurance Agreements (CIC Agreements). The Company provides CIC Agreements because it considers it in the best interest of its shareholders to encourage continued employment of key management in the event of a CIC transaction. These agreements help facilitate successful performance by key executives during an impending CIC, by protecting them against the loss of their positions following a change in the ownership or control of the Company and ensuring that his or her expectations for long-term incentive compensation arrangements will be fulfilled. Generally, under the agreements, a Company CIC is defined to include:

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

    | (i) the acquisition by any person or group of 50% or more of the outstanding stock or combined voting power of the Company (excluding acquisitions by the fiduciary of the Company benefit plans or certain affiliates); |

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

    | (ii) circumstances in which individuals constituting our board of directors generally cease to constitute a majority of the board; and |

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

    | (iii) | certain shareholder-approved mergers, consolidations, sales of assets or liquidation of the Company. |

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

    These CIC Agreements provide certain specified benefits to the executive if, within twenty-four (24) full calendar months following the effective date of a CIC, his or her employment is terminated (“Qualifying Termination”):

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

    | (i) involuntarily other than for cause (which is defined in the agreements and includes acting deliberately and in bad faith or committing fraud), death, or disability, or |

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

    | (ii) voluntarily for good reason. Voluntary termination for good reason is generally defined as the executive’s resignation due to: (a) the assignment of the executive to duties or responsibilities inconsistent with his or her status, or a reduction or alteration in the nature or status of his or her duties or responsibilities in effect as of 90 days prior to the CIC event; (b) the acquiring company’s requirement that the executive be based at a location in excess of 50 miles from his or her location immediately prior to a CIC; (c) a material reduction in base salary; (d) a material reduction in the Company’s compensation, health and welfare, retirement benefit plans, or any perquisites, unless an alternative plan is provided of a comparable value; or (e) the Company’s failure to require any successor to assume the CIC Agreement benefits. |

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

    CIC benefits under the CIC Agreements are not provided in the event of terminations by reason of death, disability, voluntary termination without good reason, or the Company’s involuntary termination of the executive’s employment for cause. CIC benefits under the CIC Agreements are also not provided in the event of a CIC when there is not a corresponding Qualifying Termination. In the event of a CIC of the Company and Qualifying Termination of an executive covered under a CIC Agreement as described above, the executive is entitled to the following severance benefits:

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

    | 1. | A lump sum cash payment equal to his or her accrued but unpaid annual salary and unreimbursed business expenses. |

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

    | 2. | A lump sum cash amount equal to a multiple of the executive’s then-current annual salary, based on his or her position, as follows: |

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

    | | Multiple of Base Salary | | Messrs. Harris, Scott, and Ostrom | 2.5x | | Mr. Gordon and Ms. Super | 1.5x |

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

    | 3. | A lump sum cash incentive award equal to the multiple above times the greater of: (a) the average annual incentive percentage for the last three fiscal years prior to the CIC times annual salary; or (b) the average dollar amount of the annual incentive paid for the last three fiscal years prior to the CIC. If an executive does not have three full years of incentive awards, the Company will apply the target incentive award percentage for each missed year. |

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

    | 4. | Continuation of health insurance coverage at Company expense at the same cost and same coverage level as in effect as of the executive’s Qualifying Termination date (subject to changes in coverage levels applicable to all employees generally) for a specified coverage period as provided below, to run concurrently with any coverage provided under COBRA. If an executive receives health insurance coverage with a subsequent employer prior to the end of 18 months, the continuation of health insurance coverage under the agreement is discontinued. |

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

    | | Coverage Period | | Messrs. Harris, Scott, and Ostrom | 30 months | | Mr. Gordon and Ms. Super | 18 months |

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

    | 5. | Standard outplacement services at Company expense, from a nationally recognized outplacement firm selected by the executive, for a period of up to one year from the date of Qualifying Termination. |

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

    | 6. | Vesting of unvested restricted stock and RSUs, PSUs, and in-the-money stock options, in accordance with the terms of the applicable award agreement and stock incentive plan. All options and RSU awards provide that unvested units that continue after a CIC are “double-trigger”, requiring both a CIC and Qualifying Termination for vesting to accelerate. (For PSU grants, no Qualifying Termination is required.) The terms of PSU awards provide for accelerated |

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

    vesting upon a CIC that pays out at actual levels achieved for completed performance periods and at target level for incomplete periods. See Footnote 2 to the following table. No outstanding CIC Agreements (or any other agreements with our NEOs) provide for any excise tax gross up for excess parachute payments under IRC Section 280G. The Agreements provide for payment of the greater of: (i) the aggregate parachute payments reduced to the maximum amount that would not subject the executive to relevant excise taxes; or (ii) the aggregate parachute payments, with the executive paying the relevant excise taxes and such other applicable federal, state and local income and employment taxes. Under this “best after tax” provision, the executive is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes. Non-Qualified Deferred Compensation. In the event of a CIC, accounts shall be distributed in accordance with the participant’s existing distribution election (on termination of employment or under a scheduled in-service withdrawal). Termination of Employment Without Change in Control. In the event of a termination not related to a CIC, NEOs will receive amounts under the terms and provisions of the specific plans in which they are a participant, including the EDCP. Additionally, the NEOs are eligible for severance benefits under the Executive Severance Plan adopted in February 2020. The Executive Severance Plan provides severance benefits in the event of an involuntary termination other than for cause (which is defined in the plan and includes acting deliberately and in bad faith or committing fraud) and other than upon death, disability or voluntary resignation, and in any case that does not occur during the twenty-four months following a CIC (a Non-CIC Qualifying Termination). Upon such a Non-CIC Qualifying Termination, the Executive Severance Plan provides for the following primary benefits, expressly contingent on the executive timely executing an effective general release of claims against the Company:

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

    | • | A severance payment in the amount of 12 months of base salary (24 months in the case of the CEO); |

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

    | • | A payment equivalent to the aggregate amount of the executive’s monthly COBRA premium payment in excess of the monthly premium the executive would pay as an active employee of the Company, for 12 months (24 months in the case of the CEO); and |

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

    | • | A prorated annual incentive payment for the year in which the termination occurs, based on actual achievement of the performance goals under the Company’s performance incentive program for such fiscal year. |

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

    Potential Payments on Termination of Employment or Change in Control The following table illustrates the potential payments and benefits our current NEOs would be entitled to as of fiscal 2023 year-end: (1) in the event of a termination of employment not related to a CIC, including (i) voluntary termination, or (ii) involuntary termination without cause that is a Non-CIC Qualifying Termination, or (iii) due to death or disability; and (2) in the event of a CIC and a Qualifying Termination. All references to “CIC” refer to a “Company CIC” as defined in the Compensation & Benefits Assurance Agreements section. The potential payments assume that the termination and/or CIC occurred on the last day of fiscal 2023, October 1, 2023, and, where applicable, use the closing price of our Common Stock of $69.06 on September 29, 2023 (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 has not terminated service as of the last day of fiscal 2023. For Mr. Mullany, who separated service with the Company during fiscal 2023, the actual payments he received in connection with his termination, is described in the section after the table.

  162. 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) | Pension Benefits(3) | TOTAL | | Mr. Harris (CEO) | | | | | | Termination Reason | | | | | | Voluntary | — | — | — | — | | Involuntary Term Without Cause/ Qualifying Termination | $3,446,710 | — | — | $3,446,710 | | Death or Disability | — | $4,584,461 | — | $4,584,461 | | Change in Control / Qualifying Termination | $5,355,513 | $6,265,306 | — | $11,620,819 | | Mr. Scott (CFO) | | | | | | Termination Reason | | | | | | Voluntary | — | — | — | — | | Involuntary Term Without Cause/ Qualifying Termination | $646,675 | — | — | $646,675 | | Death or Disability | — | $401,446 | — | $401,446 | | Change in Control / Qualifying Termination | $2,798,562 | $836,212 | — | $3,634,774 | | Ms. Hooper (former Interim PFO)* | | | | | | Termination Reason | | | | | | Voluntary | — | — | $305,498 | $305,498 | | Involuntary Term Without Cause/ Qualifying Termination | $929,362 | — | $305,498 | $1,234,860 | | Death or Disability | — | $266,157 | $305,498 | $571,655 | | Change in Control / Qualifying Termination | — | — | — | — | | Mr. Ostrom (CMDO) | | | | | | Termination Reason | | | | | | Voluntary | — | — | — | — | | Involuntary Term Without Cause/ Qualifying Termination | $1,161,791 | — | — | $1,161,791 | | Death or Disability | — | $895,629 | — | $895,629 | | Change in Control / Qualifying Termination | $2,580,670 | $1,226,515 | — | $3,807,185 | | Mr. Gordon (CSCO) − Retirement Eligible | | | | | | Termination Reason | | | | | | Voluntary | — | $613,245 | $239,002 | $852,247 | | Involuntary Term Without Cause/ Qualifying Termination | $830,236 | $613,245 | $239,002 | $1,682,483 | | Death or Disability | — | $613,245 | $239,002 | $852,247 | | Change in Control / Qualifying Termination | $1,134,865 | $815,234 | $239,002 | $2,189,101 | | Ms. Super (CLRO)(4) | | | | | | Voluntary | — | — | — | — | | Involuntary Term Without Cause/ Qualifying Termination | $895,014 | — | — | $895,014 | | Death or Disability | — | $596,946 | — | $596,946 | | Change in Control / Qualifying Termination | $979,528 | $798,935 | — | $1,778,463 |

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

    | * Ms. Hooper is not a participant in the Executive Severance Plan. In the event of an involuntary termination without Cause, she may receive benefits under the Company’s standard severance program for non-executive officers which provides for 2 weeks cash severance per year of service up to a maximum of 52 weeks and the cash value of unvested RSUs that would have vested between fiscal year end 2023 and December 31, 2023; and if enrolled in the Company’s medical plans at the time of termination, cash severance to assist with COBRA premiums, equal to a fixed amount for every 4 weeks of severance. |

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

    | (1) The amounts in this table for the Cash Severance Payment include: |

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

    | (a) For all NEOs, except Ms. Hooper, the cash payment amount is equal to a multiple of annual base salary under the Executive Severance Plan, as described in the Termination of Service section VII.f above (the “Non-CIC Section”), and (b) for all NEOs, amounts shown in the table for a CIC/Qualifying Termination reflect a multiple of annual base salary under the CIC Agreement, as described in the Compensation and Benefits Assurance Agreements in section VII.g. (“CIC Section”) above. |

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

    | (b) Annual Incentive: Reflects multiple of annual incentive under the Executive Severance Plan as described in the Non-CIC Section and the CIC Section. |

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

    | (c) Reflects benefits continuation under the Executive Severance Plan and CIC Agreements as described in the Non-CIC Section and the CIC Section, respectively, including with respect to the CIC Agreements, outplacement fee estimate of $10,000; and with respect to the CIC Agreements 100% vesting of company restoration matching contribution. |

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

    | (2) Equity Incentive and Stock Awards: The amounts shown in the table reflect only the value of unvested awards and options 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 2023. For a CIC, the amounts shown reflect only the amount of acceleration of unvested restricted stock awards and stock units, unvested performance shares, and in-the-money unvested stock options. All references to termination exclude terminations for cause. |

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

    | a) | Performance Shares (PSUs): |

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

    | (i) Upon termination not related to a CIC, if eligible to retire under a Company sponsored retirement plan or due to death or disability, 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. |

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

    | (ii) Upon termination not related to a CIC (other than as described above), the award would be cancelled. |

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

    | (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. |

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

    For the accelerated portion of PSUs for which performance was unknown as of the last day of fiscal 2023, the amounts in the table assume that the PSUs will be accelerated based on target performance levels.

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

    | b) | Time-vested RSUs: |

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

    | (i) Upon termination not related to a CIC, disability, or retirement, the award would be cancelled. |

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

    | (ii) Upon death, disability or retirement, the RSUs would vest 100%. |

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

    | (iii) | Upon a CIC, RSUs would vest only upon a Qualifying Termination, unless not assumed by an acquirer. |

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

    | c) | Option Awards: |

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

    | (i) Upon termination not related to a CIC, and eligible to retire under a Company sponsored retirement plan, determination of shares vested is based on a formula of 5% additional vesting for each year of service with the Company. |

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

    | (ii) Upon termination not related to a CIC, and not eligible to retire under a Company sponsored retirement plan, there is no acceleration of option awards. |

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

    | (iii) | Upon death, options would vest 100%. |

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

    | (iv) Upon a CIC, where options are not assumed by the acquiring company, options vest 100% only upon a Qualifying Termination related to the CIC. |

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

    | (v) Vesting upon disability is based on the number of shares which would have been vested as of twelve months following the optionee’s first day of absence from work with the Company, and therefore, for purposes of this table, no additional vesting is applied in the event of a disability. |

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

    | (3) Pension: Annual benefit amounts listed for Mr. Gordon and Ms. Hooper are subject to the eligibility and vesting provisions of the Retirement Plan, which are described above in the sections of this Proxy Statement titled Retirement Plan and Pension Benefits Table and accompanying footnotes. All values shown represent present values and are based on the following: |

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

    | a) | In the event of a voluntary/involuntary termination (for any reason) or death, benefit values are based on accrued benefits as of fiscal year-end payable at normal retirement. Benefit values were calculated as of October 1, 2023, based on a discount rate of 6.103%. The Pri-2012 Mortality Table is used with the MP-2021 generational scale projected from 2006. In the event of death while actively employed, the amount of the benefit under the Retirement Plan would be the accrued actuarial equivalent pension benefit as determined on the date of death. Such benefit is not subject to any reduction of benefits. |

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

    | b) | Disability benefits shown assume a NEO terminates employment with the Company due to disability and remains continuously disabled until reaching normal retirement age. Benefit values are based on accrued benefits as of the NEOs normal retirement age and were calculated as of October 1, 2023 based on a discount rate of 6.103% and the Pri-2012 Mortality Table as described above. |

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

    | c) | In the event of an involuntary termination within 24 months following a CIC, benefit values are based on accrued benefits as of fiscal year-end and were calculated as of October 1, 2023. |

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

    | (4) The CIC Agreement “best after tax” provision applied to Ms. Super at FYE2023 would result in reducing her Cash Payment. The estimated reduction is $242,054. The net amount is reflected in the Cash Payment column. |

  189. 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” on pages 36- 55.

  190. 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 Operating EBIT performance results for the 2023, 2022 and 2021 fiscal years.

  191. Pay Versus Performance Table

    Pay Versus Performance Table

  192. 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 (in thousands)(4) | Operating EBIT (in thousands)(5) | | | | | | | Company TSR(3) | Peer Group TSR(3) | | | | 2023 | $5,346,487 | $5,904,032 | $1,218,660 | $1,107,969 | $95.35 | $121.03 | $130,826 | $252,458 | | 2022 | $4,623,568 | $3,552,682 | $1,319,384 | $1,252,322 | $77.79 | $79.16 | $115,781 | $245,521 | | 2021 | $4,709,511 | $5,194,709 | $1,218,621 | $1,181,661 | $124.73 | $124.80 | $165,755 | $276,609 |

  193. 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: |

  194. Pay Versus Performance Table

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

  195. Pay Versus Performance Table

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

  196. Pay Versus Performance Table

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

  197. 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. |

  198. Pay Versus Performance Table

    | | | 2023 | | 2022 | | 2021 | | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | | Summary Compensation Table (“SCT”) Total Compensation | $5,346,487 | $1,218,660 | $4,623,568 | $1,319,384 | $4,709,511 | $1,218,621 | | Pension Value Adjustments | Deduct: Change in Pension Value Reported in the SCT for Applicable Fiscal Year (“FY”) | $0 | $290 | $0 | $0 | $0 | $4,425 |

  199. Pay Versus Performance Table

    | | | 2023 | | 2022 | | 2021 | | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Equity Award Adjustments* | Deduct: Grant Date Fair Value of the “Stock Awards” Column in the SCT for Applicable FY | $2,745,302 | $358,811 | $2,618,140 | $445,614 | $2,634,444 | $374,357 | | | Add: Fair Value at Applicable FY End of Equity Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End | $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 | $-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 | $-108,468 | $-11,034 | $-150,842 | $-6,638 | $88,279 | $26,087 | | | Deduct: Fair Value at Prior Year End of Awards Granted during Prior FY that were Forfeited during Applicable FY | $0 | $158,732 | $0 | $0 | $0 | $50,783 | | | CAP** | $5,904,032 | $1,107,969 | $3,552,682 | $1,252,322 | $5,194,709 | $1,181,661 |

  200. Pay Versus Performance Table

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  201. 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. |

  202. 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 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. |

  203. 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 2023, 2022 and 2021. |

  204. Pay Versus Performance Table

    | (5) The Company’s Selected Measure (“CSM) is Operating EBIT which is a non-GAAP measure defined by the Company as net earnings before interest expense, net and income taxes, excluding gains or losses on the sale of company operated restaurants, integration and restructuring related costs, pension and postretirement expenses, net, gains or losses associated with the Company’s company-owned life insurance policies, and earnings or losses from discontinued operations. See Appendix A — Reconciliation of Non-GAAP measurements to GAAP Results. We chose Operating EBIT 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 for 2023). |

  205. 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 from operations (in thousands):

  206. Restaurant-Level Margin

    | | Jack in the Box | | Del Taco | | | | 2023 | 2022 | 2023 | 2022 | | Earnings from operations — GAAP | $263,283 | $238,926 | $15,469 | $9,344 | | Franchise rental revenues | (351,283) | (335,936) | (13,307) | (4,455) | | Franchise royalties and other | (214,290) | (203,211) | (26,226) | (13,610) | | Franchise contributions for advertising and other services | (215,990) | (197,815) | (24,932) | (11,986) | | Franchise occupancy expenses | 216,452 | 211,260 | 13,150 | 4,349 | | Franchise support and other costs | 10,072 | 15,622 | 2,259 | 868 | | Franchise advertising and other services expenses | 227,868 | 206,191 | 25,666 | 12,081 | | Selling, general and administrative expenses | 114,751 | 97,762 | 58,120 | 33,061 | | Other operating expense (income), net | (1,561) | (1,887) | 12,398 | 2,776 | | Gains on the sale of company-operated restaurants | (226) | (3,878) | (17,772) | — | | Depreciation and amortization | 35,973 | 39,896 | 26,314 | 16,204 | | Pre-opening costs | 1,222 | 1,107 | 163 | 3 | | Restaurant-Level Margin — Non-GAAP | $86,271 | $68,037 | $71,302 | $48,635 | | Company restaurant sales | $413,748 | $414,225 | $432,530 | $286,845 | | Restaurant-Level Margin % — Non-GAAP | 20.9% | 16.4% | 16.5% | 17.0% |

  207. 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 from operations (in thousands):

  208. Franchise-Level Margin

    | | Jack in the Box | | Del Taco | | | | 2023 | 2022 | 2023 | 2022 | | Earnings from operations — GAAP | $263,283 | $238,926 | $15,469 | $9,344 | | Company restaurant sales | (413,748) | (414,225) | (432,530) | (286,845) | | Food and packaging | 130,904 | 133,815 | 119,931 | 82,530 | | Payroll and employee benefits | 127,357 | 138,038 | 147,241 | 94,212 | | Occupancy and other | 69,215 | 74,337 | 94,057 | 61,466 | | Selling, general and administrative expenses | 114,751 | 97,762 | 58,120 | 33,061 | | Other operating expense (income), net | (1,561) | (1,887) | 12,398 | 2,776 | | Gains on the sale of company-operated restaurants | (226) | (3,878) | (17,772) | — | | Depreciation and amortization | 35,973 | 39,896 | 26,314 | 16,204 | | Pre-opening costs | 1,222 | 1,107 | 163 | 3 | | Franchise-Level Margin — Non-GAAP | $327,171 | $303,891 | $23,391 | $12,751 | | Franchise rental revenues | $351,283 | $335,936 | $13,307 | $4,455 | | Franchise royalties and other | 214,290 | 203,211 | 26,226 | 13,610 | | Franchise contributions for advertising and other services | 215,990 | 197,815 | 24,932 | 11,986 | | Total franchise revenues | $781,563 | $736,962 | $64,465 | $30,051 | | Franchise-Level Margin % — Non-GAAP | 41.9% | 41.2% | 36.3% | 42.4% |