Doug Cook
JACK IN THE BOXAbout Doug Cook
Doug (Richard D.) Cook is Senior Vice President and Chief Technology Officer at Jack in the Box, appointed October 15, 2021 after serving as interim CTO; previously Chief Information Officer at Pizza Hut and a technology executive at Sonic for ~20 years . In FY2024 the company delivered $1.6B in revenue and $322.3M Adjusted EBITDA, with AIP payouts at 71.9% of target; system same‑store sales declined 1.3% (Jack) and 1.5% (Del Taco), and shareholder returns included ~$70M buybacks and ~$34M dividends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jack in the Box | Interim CTO; SVP & CTO | 2021; Oct 2021–present | Led technology strategy; digital and POS rollout initiatives; oversees guest and employee-facing platforms . |
| Pizza Hut | Chief Information Officer | Pre‑2021 | Led IT organization; deployed restaurant and data products; drove competitive advantage via technology . |
| Sonic | Technology executive | ~20 years | Applied leading‑edge technologies and analytics to advance innovation and market position . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MURTEC (Multi‑Unit Restaurant Technology Conference) | Speaker | Various | Industry thought leadership on restaurant tech . |
| Hospitality Technology study | Participant | Various | Contributed to “Top Tech Opportunities & Challenges for Restaurants” . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $384,616 | $426,538 | $447,692 |
| Target AIP (% of Salary) | 60% | 60% | 60% |
| Actual AIP Earned ($) | $173,077 (prorated) | $414,271 | $194,174 |
| All Other Comp ($) | $13,001 | $14,776 | $16,427 |
| Total Compensation ($) | $1,237,151 | $1,169,384 | $1,119,964 |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 Design and Results
| Metric | Weighting | Threshold | Target | Max | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 50% | $300.3M | $333.7M | $370.4M | $322.3M | 83.8% |
| Jack Brand Same‑Store Sales | 24% | 0.49% | 2.99% | 5.49% | (1.3)% | 0.0% |
| Del Taco Same‑Store Sales | 6% | 1.45% | 3.95% | 6.45% | (1.5)% | 0.0% |
| Jack Development & Growth | 10% | Leads/MQLs/openings goals | Sites approved/awards/openings | Open 32 locations | Target achieved | 100.0% |
| Del Taco Development & Growth | 10% | Leads/MQLs/openings goals | Sites approved/awards/openings | Open 14 locations | Maximum achieved | 200.0% |
| Total Weighted Payout | — | — | — | — | — | 71.9% of target |
Doug Cook’s AIP schedule: Threshold 30%, Target 60%, Max 120% of base salary; FY2024 payout equaled 71.9% of target, or 43.1% of salary ($194,174) .
Long‑Term Incentive (LTIP) – PSU/RSU Structure
- PSUs: 50% weight; cliff vest after three fiscal years based on Cumulative Systemwide Sales (50%) and ROIC (50% with annual goals); payout 50–150% of target .
- RSUs: 50% weight; vest 33% per year over three years; 50% of net after‑tax shares must be held until ownership guideline is met .
FY2022–FY2024 PSU Outcome (vested in Nov 2024):
| PSU Measure (ex‑Del Taco) | Weight | Threshold | Target | Max | Actual | Vesting |
|---|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA (FY22–24) | 50% | $917.7M | $948.3M | $978.9M | $948.3M | 100% |
| Cumulative Systemwide Sales (FY22–24) | 50% | $12,232.0M | $12,709.0M | $13,185.0M | $15,427.0M | 150% |
| Weighted PSU Payout | — | — | — | — | — | 125% of target |
FY2024 Grants (effective Nov 30, 2023):
| Award Type | Shares/Target | Grant‑date Fair Value |
|---|---|---|
| RSU (time‑vested) | 3,675 | $257,948 |
| PSU 2024–2026 (target) | 1,225 | $171,966 |
2025 Retention Award (effective May 1, 2025):
| Component | Amount | Terms |
|---|---|---|
| Aggregate Retention Award | $500,000 | 50% RSUs (33% per year over 3 years); 50% PSUs (market‑based, 3‑yr cliff) |
| PSU Baseline & Hurdles | $24.79 baseline | 1.5x baseline → 150% target; 2x baseline → 200% target; must meet for 20 consecutive trading days; banked and vest at year 3 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date Jan 3, 2025) | 6,491 shares; <1% of class |
| Outstanding Equity (FYE 2024) | Unvested RSUs: 12,640 (value $573,982); Unearned PSUs: 4,972 (value $225,771) |
| RSU/PSU Vesting Mechanics | RSUs: 33% annually; PSUs: 3‑year cliff; accelerated treatment under CIC per award agreements |
| Ownership Guidelines | Senior Vice Presidents: 1.5x base salary; “hold‑until‑met” 50% of net vested shares; executives progressing toward compliance by FY2024 |
| Hedging/Pledging | Prohibited for Section 16 officers; no margin accounts; no options repricing without shareholder approval |
| Clawback | Nasdaq‑compliant “no‑fault” recoupment policy for incentive comp upon restatements (effective Oct 2, 2023) |
Insider trading and vesting‑related selling:
| Date | Transaction | Shares | Price | Context |
|---|---|---|---|---|
| Nov 4, 2025 | Sale (“S”) | 154 | $16.38 | Automatic sell‑to‑cover tax withholding on RSU vesting; post‑transaction direct ownership: 26,168 shares . |
Employment Terms
| Term | Detail |
|---|---|
| Start date at JACK | October 15, 2021 (named SVP & CTO; previously interim CTO) . |
| Base salary review (FY2024) | Increased from $430,000 to $450,000 effective Nov 13, 2023 . |
| Non‑CIC Severance (Executive Severance Plan) | 1.0x base salary; 12 months COBRA differential; prorated annual incentive based on actual results; equity per plan terms . |
| CIC Agreements (double‑trigger) | Cash: 1.5x base salary for SVPs (Cook); plus incentive multiple (greater of 3‑yr average %×salary or 3‑yr average $) and 18 months health coverage; RSUs/options accelerate only with CIC+Qualifying Termination; PSUs accelerate at actual for completed years/target for incomplete . |
| Tax gross‑ups | None (best‑after‑tax provision applies) . |
Potential payments (illustrative, as of FYE2024):
| Scenario | Cash Severance | Equity Acceleration | Total |
|---|---|---|---|
| Non‑CIC involuntary termination | $662,277 | — | $662,277 |
| Death/Disability | — | $337,627 | $337,627 |
| CIC + Qualifying Termination | $1,127,280 | $680,046 | $1,807,326 |
Investment Implications
- Pay‑for‑performance alignment is robust: AIP paid 71.9% of target amid SSS declines, and FY22–24 PSUs paid 125% on strong cumulative Systemwide Sales—indicating balanced metrics and committee discretion that insulate against windfalls when top‑line is soft .
- Retention and vesting dynamics: The May 2025 $500k retention split (RSU/market‑PSU) with price hurdles can both retain and potentially amplify upside; expect periodic sell‑to‑cover flows around RSU anniversaries (evidenced by Nov 2025 Form 4) rather than discretionary selling pressure .
- Governance risk low: No hedging/pledging, double‑trigger CIC, no excise tax gross‑ups, active clawback, and ownership guidelines (1.5x salary) suggest shareholder‑friendly structures; Say‑on‑Pay support was 94.1% in 2024 .
- Execution exposure: Cook’s remit spans POS/digital modernization; FY2024 operational results show margin strength but SSS softness—technology execution remains a lever for guest experience and efficiency, with compensation tied to EBITDA, ROIC, and Systemwide Sales to reinforce focus on value creation .