ITEM 5.02
DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On January 16, 2018, Jack in the Box Inc. (the “Company”)
announced it will appoint Mr. Lance Tucker to the position of Executive
Vice President, Chief Financial Officer, anticipated effective March 26,
2018. In this role, he will be succeeding Mr. Jerry Rebel, who will work
with Mr. Tucker to help assure a smooth transition.
Mr. Tucker has more than 25 years of experience in finance and
accounting. He is currently Senior Vice President, Chief Financial
Officer and Chief Administrative Officer for Papa John’s International,
Inc., where he is responsible for all finance, accounting, legal, human
resources, investor relations, strategic planning and risk management
functions. Mr. Tucker was promoted to Chief Financial Officer and
Treasurer in February 2011 and added the Chief Administrative Officer
title and responsibilities in July 2012. From June 2010 to
February 2011, he was Papa John’s Chief of Staff and Senior Vice
President, Strategic Planning, and he served as its Chief of Staff and
Vice President, Strategic Planning from June 2009 to June 2010. Prior to
joining Papa John’s in 2009, Mr. Tucker served six years as Chief
Financial Officer of Evergreen Real Estate in Louisville. From 1999 to
2003, he held leadership positions in finance for several companies
engaged in education, technology consulting, online retailing or real
estate development. Mr. Tucker was previously employed by Papa John’s as
Director of Finance from 1994 to 1999. Prior to joining Papa John’s, Mr.
Tucker was a senior accountant for Ernst & Young, LLC. Mr. Tucker is a
graduate of Transylvania University in Lexington, Kentucky, and
currently serves as a member of its Board of Trustees.
On January 11, 2018, the Company entered into an offer letter (the
“Offer Letter”) with Mr. Tucker with respect to his employment as
Executive Vice President, Chief Financial Officer. The Offer Letter
provides for an annual base salary of $575,000 and a target annual bonus
incentive under the Company’s Annual Performance Incentive Plan of 75%
of his base salary, plus an annual cash perquisite allowance of $52,000.
In addition, subject to Board approval, Mr. Tucker will receive a
one-time new hire grant of RSUs with a grant date fair value of
$400,000, which will be subject to a three-year vesting schedule at 33%
per year. The one-time grant of RSUs is intended to help compensate Mr.
Tucker for the value of the equity grants and bonuses he forfeits by
leaving his employer to join the Company. The Offer Letter also
provides that Mr. Tucker will be eligible for an annual equity award
under the Company’s Long-Term Incentive Plan at the next annual grant
(for fiscal 2019, anticipated to be in November or December 2018) with
an expected target value of $825,000, consisting of a mix of stock
options, and performance share units and restricted stock units (RSUs)
which are both subject to holding requirements.
Mr. Tucker will also be entitled to relocation assistance, including
reimbursement for temporary housing and moving expenses, consistent with
the Company’s relocation policy.
There are no arrangements or understandings with any other person
pursuant to which Mr. Tucker was appointed as Jack in the Box Chief
Financial Officer, and there are no family relationships between Mr.
Tucker and any director or executive officer of the Company.
Additionally, there are no transactions between Mr. Tucker and the
Company that would be required to be reported under Item 404(a) of
Regulation S-K.
On January 16, 2018, the Company issued a news release announcing Mr.
Tucker’s appointment, a copy of which is furnished with this report as
Exhibit 99.1. In addition, a copy of the Offer Letter is filed with this
report as Exhibit 99.2. The foregoing description of the terms of the
Offer Letter is qualified in its entirety by reference to the full text
thereof, which is incorporated by reference herein.
Item 9.01 Exhibits
(d) Exhibits
Exhibit No
.
Description
99.1
Lance
F. Tucker to Join Jack in the Box Inc. as Chief Financial Officer
99.2
Offer
letter to Lance Tucker, dated January 11, 2018