Dawn Hooper
JACK IN THE BOXAbout Dawn Hooper
Jack in the Box appointed Dawn Hooper as Chief Financial Officer effective May 26, 2025; she is 54 and has been with the company since October 2000, previously serving multiple stints as interim principal financial officer and senior vice president, controller, with earlier career experience at KPMG LLP and a B.S. in Accounting from the University of San Diego’s Knauss School of Business . Company performance context during her finance leadership tenure: FY2023 revenues rose by $224.2M (+15.3%) with Adjusted EBITDA of $339.2M and Company TSR value of $95.35; FY2024 revenues were $1.6B with Adjusted EBITDA of $322.3M and system same‑store sales declines of 1.3% (Jack) and 1.5% (Del Taco), while returning ~$70M via buybacks and ~$34M in dividends . Governance practices include a Nasdaq‑compliant clawback and prohibition on hedging/pledging for Section 16 officers, which directly shape CFO incentive alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jack in the Box Inc. | Interim Principal Financial Officer | Aug 2020–Jan 2021; Feb 2023–Aug 2023; Oct 2024–May 2025 | Provided continuity in finance leadership during transitions, supporting transformation periods referenced by management . |
| Jack in the Box Inc. | SVP, Controller | Dec 2022–May 2025 | Led controllership; prior roles included Assistant Controller, VP Financial Reporting, Senior Manager Corporate Accounting . |
| Jack in the Box Inc. | CFO | May 26, 2025–present | Focus on improving long‑term financial performance, streamlining the business model, and positioning for sustainable growth . |
| KPMG LLP | Audit/Accounting Professional | Sept 1993–Sept 2000 | Big Four technical foundation supporting subsequent corporate finance leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of San Diego (Knauss School of Business) | B.S. Accounting | N/A | Undergraduate degree disclosed in appointment documents . |
| KPMG LLP | Audit/Accounting Professional | Sept 1993–Sept 2000 | Pre‑JACK public accounting experience . |
Fixed Compensation
| Component | FY2023 (SVP/Interim PFO) | FY2025 (CFO Appointment Terms) |
|---|---|---|
| Base Salary ($) | $392,548 | $620,000 |
| Target Annual Bonus (% of Salary) | Company AIP target as NEO context; her actual FY2023 cash incentive earned: $472,736 | 75% of base salary |
| Other Cash (Sign‑on/Retention) ($) | Interim PFO monthly increase of $7,500 during Dec 2022–FY2023 transition | Not disclosed in appointment 8‑K beyond regular compensation |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2024 Annual Incentive (Company AIP structure) | Consolidated Adjusted EBITDA | 50% | $333.7M | $322.3M (adj. $322.9M) | 83.8% | Cash (annual) |
| Jack in the Box System Same‑Store Sales | 24% | 2.99% | (1.3)% | 0.0% | Cash (annual) | |
| Del Taco System Same‑Store Sales | 6% | 3.95% | (1.5)% | 0.0% | Cash (annual) | |
| Jack Development & Growth (strategic) | 10% | Target approvals/openings per plan | Achieved target (MQLs, approvals, openings) | 100.0% | Cash (annual) | |
| Del Taco Development & Growth (strategic) | 10% | Target approvals/openings per plan | Achieved maximum (MQLs, approvals, openings) | 200.0% | Cash (annual) | |
| FY2022–FY2024 PSUs (company PSU program) | Cumulative Adjusted EBITDA | 50% | $948.3M target | $948.3M actual | 100% of target | Cliff vest after 3 years |
| Cumulative Systemwide Sales (All Restaurants) | 50% | $12,709.0M target | $15,427.0M actual | 150% of target | Cliff vest after 3 years | |
| Long‑Term Incentive Design (current policy) | ROIC (Adjusted) | 50% of PSU | Set annually per fiscal year | N/A | Payout 50–150% range | PSUs cliff vest at 3 years |
| Cumulative Systemwide Sales | 50% of PSU | Set for full 3‑year period | N/A | Payout 50–150% range | PSUs cliff vest at 3 years | |
| RSUs (time‑vested) | 50% LTI | N/A | N/A | N/A | 33% per year over 3 years; 50% net after‑tax shares must be held until guideline met |
Note: FY2024 AIP and PSU structures reflect company‑wide metrics that apply to NEOs; Dawn Hooper’s FY2025 CFO plan terms specify bonus target (75% of salary) and annual LTI value ($750,000), with the company’s established metric framework governing awards .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Shares Beneficially Owned (Jan 3, 2025) | 3,894 shares (direct) | Percent of class <1% (asterisk in table) |
| Outstanding Unvested RSUs (FY2023 year‑end) | 3,854 units; $266,157 market value at $69.06 | RSUs vest 33% annually; subject to holding requirement |
| Pension Present Value (FY2023) | $305,498 | Participant in sunset defined benefit plan; 15 years credited service |
| Stock Ownership Guideline | 3.0× base salary for Executive Vice Presidents | Must hold 50% of net vested shares until guideline met; expected within 5 years |
| Hedging/Pledging | Prohibited for Section 16 officers | Also no holding in margin accounts; no repricing without shareholder approval |
Employment Terms
| Topic | Details |
|---|---|
| CFO Appointment | Effective May 26, 2025; Base $620,000; Target bonus 75% of base; Annual LTI value $750,000 . |
| Severance (Pre‑CFO, FY2023 standard program) | Not in Executive Severance Plan; eligible under standard plan: 2 weeks of cash severance per year of service up to 52 weeks; COBRA cash assistance; cash value of RSUs vesting Sept‑Dec under certain timing . |
| Potential Payments (FY2023 scenarios) | Involuntary termination without cause: $929,362 cash; death/disability: $266,157 equity acceleration; voluntary or CIC/qualifying termination: no amounts for CIC in table (no CIC participation at that time) . |
| Change‑in‑Control Policy (company‑wide) | Double‑trigger; no tax gross‑ups; “best after‑tax” cutback; PSUs settle at actual for completed periods and target for incomplete; RSUs/options accelerate only upon CIC plus qualifying termination or if not assumed by acquirer . |
| Clawback | Nasdaq‑compliant recoupment policy effective Oct 2, 2023 covering incentive‑based compensation upon restatement; “no fault” . |
| Non‑Compete/Non‑Solicit | Not specifically disclosed in filings reviewed; standard corporate policies apply as per governance disclosures (governance principles generally). |
Multi‑Year Compensation (Disclosed NEO Years)
| Metric ($) | FY2021 | FY2023 |
|---|---|---|
| Salary | $288,945 | $392,548 |
| Bonus | $0 | $64,900 |
| Stock Awards (Grant‑date Fair Value) | $106,387 | $132,638 |
| Non‑Equity Incentive (AIP Earned) | $153,920 | $472,736 |
| All Other Compensation | $29,406 | $32,629 |
| Total Compensation | $595,215 | $1,095,451 |
Key Company Performance Context (for Pay‑for‑Performance)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Total Revenues ($) | +$224.2M YoY; EPS $6.30; net income $130.8M | $1.6B |
| Adjusted EBITDA ($) | $339.2M | $322.3M |
| Jack System Same‑Store Sales (%) | +7.3% | (1.3)% |
| Del Taco System Same‑Store Sales (%) | +1.7% | (1.5)% |
| Returns to Shareholders ($) | Buybacks ~$90M; dividends ~$36M | Buybacks ~$70M; dividends ~$34M |
Investment Implications
- Alignment and incentives: CFO package leans toward variable pay (75% bonus target; $750k annual LTI) tied to EBITDA, same‑store sales, ROIC, and systemwide sales, with strong ownership/holding and clawback safeguards—supportive of pay‑for‑performance and long‑term alignment .
- Retention and continuity: 25‑year insider with multiple interim PFO stints reduces execution risk in finance operations and ERP initiatives; prohibition of hedging/pledging lowers misalignment risk .
- Severance/CIC economics: Pre‑CFO, Hooper was under the standard severance program (not the Executive Severance Plan) with modest benefits; as CFO, she is expected to be covered by the company’s double‑trigger CIC framework (no gross‑up)—reduces deal‑related agency concerns while protecting continuity .
- Monitoring signals: Track upcoming PSU/RSU grants under CFO LTI, progress versus ROIC/systemwide sales targets, and any Form 4 activity post‑appointment to assess potential insider selling pressure; company TSR and SSS trends should be watched given FY2024 softness despite continued buybacks/dividends .