Jack In The Box Inc 8-K, filed Aug 9, 2023
Jack In The Box Inc (JACK)
About this 8-K
Jack In The Box Inc filed this 8-K on August 9, 2023, reporting on events of August 8, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction
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(Address of principal executive offices) (Zip Code)
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Not Applicable
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(Former name or former address, if changed since last report)
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Title of each class
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(NASDAQ Global Select Market)
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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| Item 9.01 |
Financial Statements and Exhibits |
| Exhibit No. |
Description
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| 99.1 |
Press Release of Jack in the Box Inc, dated August 9, 2023 |
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Offer Letter by and between Brian Scott and Jack in the Box Inc., dated August 8, 2023 |
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JACK IN THE BOX INC.
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Date: August 9, 2023
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/s/ Darin Harris
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Darin Harris
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Executive Vice President, Chief Executive Officer
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Jack in the Box Inc. Welcomes Brian Scott as New Chief Financial Officer
Company Also Announces Two New Additions to Executive Leadership Team
SAN DIEGO--(BUSINESS WIRE)--August 9, 2023--Jack in the Box Inc. (NASDAQ: JACK) announced today that Brian Scott will join the company as executive vice president, chief financial officer, effective August 14, 2023. Scott is a strategic and growth-oriented business leader with over 20 years of experience in the healthcare industry and has been instrumental in driving industry-leading financial and operational performance.
Most recently, Scott served as chief financial officer of ShiftKey, the leading marketplace platform designed to combat the national healthcare shortage by directly connecting clinical professionals with healthcare facilities. He also served as chief financial officer of TheKey, the largest private pay provider of home care services. Before that, he served for over 10 years as chief financial officer and chief accounting officer of AMN Healthcare, a publicly traded company with a market cap of over $3.5 billion and the nationwide leader in total talent solutions for healthcare organizations.
“We are excited to welcome Brian as the newest addition to our Executive Leadership Team,” said Darin Harris, chief executive officer. “We are confident in his ability to lead us through our growth strategy, while maximizing franchise profitability and long-term shareholder value."
During his time as chief financial officer and chief accounting officer at AMN Healthcare, Scott successfully executed strategies and acquisitions which, combined with organic growth, increased AMN’s enterprise value from $450 million in 2010 to over $5 billion and resulted in an over 15-times increase in the company’s share price.
“I am honored to join such a renowned organization with two amazing brands and a team that has charted a path to driving sustainable growth and innovation,” said Scott. “I look forward to contributing to the company’s success and creating value for all our stakeholders.”
Scott began his career at KPMG LLP in the audit group specializing in technology and healthcare companies. Brian received his MBA from The University of Texas at Austin and holds a bachelor’s degree in accounting from California Polytechnic State University – San Luis Obispo. He currently serves on the boards of Community Care Partners and Thriveworks.
In addition to announcing a new CFO, the company also announced that Dawn Hooper, who served as interim chief financial officer for the past 8 months and was promoted to senior vice president, controller in December 2022, will become a new member of the Executive Leadership Team. In addition, Nitin Malhotra will also join the Executive Leadership Team, accepting the newly created position of senior vice president, strategy realization. Malhotra joins the company from Chipotle Mexican Grill, where he served as senior director, enterprise PMO since 2019. He brings over 20 years of experience driving process and strategic transformations throughout his career. Malhotra will work closely with the Executive Leadership Team to lead the Enterprise PMO and strategy execution for the company.
As senior director, enterprise PMO at Chipotle, Malhotra built an Enterprise PMO from the ground up in 2019, driving the development and execution of its portfolio of strategic initiatives. Before that, he served as director, portfolio management and operations at Visa Inc., where he managed its digital and mobile product portfolio, and oversaw program management, strategic planning, and financial management.
About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,200 restaurants across 21 states, and Del Taco®, the second largest Mexican-American QSR chain by units in the U.S. with approximately 600 restaurants across 16 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would” and similar expressions. These statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate. These estimates and assumptions involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. Factors that may cause our actual results to differ materially from any forward-looking statements include, but are not limited to: the success of new products, marketing initiatives and restaurant remodels and drive-thru enhancements; the impact of competition, unemployment, trends in consumer spending patterns and commodity costs; the company’s ability to achieve and manage its planned growth, which is affected by the availability of a sufficient number of suitable new restaurant sites, the performance of new restaurants, risks relating to expansion into new markets and successful franchise development; the ability to attract, train and retain top-performing personnel, litigation risks; risks associated with disagreements with franchisees; supply chain disruption; food-safety incidents or negative publicity impacting the reputation of the company's brand; increased regulatory and legal complexities, risks associated with the amount and terms of the securitized debt issued by certain of our wholly owned subsidiaries; and stock market volatility. These and other factors are discussed in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission, which are available online at http://investors.jackinthebox.com or in hard copy upon request. The company undertakes no obligation to update or revise any forward-looking statement, whether as the result of new information or otherwise.
Contacts
Chris Brandon
Vice President, Investor Relations
chris.brandon@jackinthebox.com
619.902.0269
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9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123
858.571.2121 • JACKINTHEBOX.COM
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As agreed, your designation will be a hybrid work arrangement which requires that you may work remotely up to two days per week. You must work in the office each Wednesday (“anchor” day) and up to 2 additional days of your choice that can change week to week based on business needs.
Your annual salary will be $625,000, paid on a bi-weekly basis equal to $24,038.47 per pay period.
You will receive a non-taxable annual technology allowance of $520, paid on a bi-weekly basis equal to $20 per pay period. This is intended to assist with the cost of using your personal cell phone, internet, or other device for business purposes.
Beginning with the Company’s fiscal year 2024 (starts October 2, 2023), you will be eligible to participate in the annual Performance Incentive Program for Jack in the Box executive officers with incentive payments based on attainment of Company performance targets for the fiscal year. The target annual incentive potential for the CFO position is 75% of base salary (up to a maximum of 200% of target), payable as a lump sum cash payment. To be eligible to receive payment, you must be employed at the time of payment which is generally early December.
As CFO, you will be eligible to receive an annual long-term incentive award grant equal to an LTI value of $1,100,000 at grant, with the number of shares determined by reference to the 20-day average closing stock price of Jack in the Box common stock as of the grant date. Grant awards may be made in the form of any combination of the following: (a) performance share units (PSUs) with vesting contingent on achievement of performance goals over a 3-fiscal year performance period, (b) restricted stock units (RSUs) that vest 33% per year over three years, and (c) stock options that vest equally over three years with a seven-year term. Fifty-percent of the after-tax net shares resulting from the vesting of RSUs and PSUs will be subject to a holding requirement until you meet your stock ownership requirement.
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9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123
858.571.2121 • JACKINTHEBOX.COM
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You will be subject to a stock ownership requirement equal to 3.0x your annual salary to be achieved within 5-years from your start date. You will be required to hold fifty-percent of the after-tax net shares resulting from the vesting of PSUs and RSUs until you meet your stock ownership requirement.
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9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123
858.571.2121 • JACKINTHEBOX.COM
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9357 SPECTRUM CENTER BLVD SAN DIEGO, CA 92123
858.571.2121 • JACKINTHEBOX.COM
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Acknowledged by:
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Brian Scott
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Date
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