Lance Tucker
JACK IN THE BOXAbout Lance Tucker
Lance Tucker, age 55, is Executive Vice President and Chief Financial Officer of Jack in the Box (effective January 13, 2025) and was appointed interim principal executive officer on February 24, 2025 . He previously served as JACK’s CFO from March 2018 to September 2020 and holds a B.A. in Accounting from Transylvania University . His pay is tightly linked to company performance through an annual incentive tied to Adjusted EBITDA and brand-level strategic metrics, and a long-term incentive split between PSUs (Systemwide Sales and ROIC) and RSUs; 2024 AIP paid at 71.9% of target and the FY2022–FY2024 PSU cycle paid out at 125% of target, illustrating a pay-for-performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jack in the Box | Executive Vice President & CFO (current) | Jan 13, 2025 – Present | Oversees financial strategy; returned with 20+ years of corporate finance experience . |
| Jack in the Box | Interim Principal Executive Officer | Feb 24, 2025 – Present | Bridges CEO transition; PEO salary set at $900,000 and one-time $500,000 RSU grant . |
| Jack in the Box | Executive Vice President & CFO | Mar 2018 – Sep 2020 | Implemented company securitization and returned capital to shareholders . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Davidson Hospitality Group | Chief Financial Officer | Jan 2022 – Jan 2025 | CFO of full-service hospitality platform across hotels and F&B venues . |
| CKE Restaurants Holdings (Carl’s Jr./Hardee’s) | Chief Financial Officer | Sep 2020 – Jan 2022 | Led finance/accounting; helped drive business transformation . |
| Papa John’s International | CFO & Treasurer; Chief Administrative Officer | Feb 2011 – Feb 2018 (CAO added Feb 2012) | Senior finance/administration leadership at global QSR brand . |
| Papa John’s International | Chief of Staff & SVP, Strategic Planning | Jun 2010 – Feb 2011 | Strategy leadership . |
| Papa John’s International | Chief of Staff & VP, Strategic Planning | Jun 2009 – Jun 2010 | Strategy leadership . |
| Evergreen Real Estate Services | Chief Financial Officer | 2003 – 2009 | Finance leadership in real estate services . |
| Various finance companies | Senior finance roles | 1999 – 2003 | Corporate finance roles . |
| Papa John’s International | Director of Finance | 1994 – 1999 | Corporate finance leadership . |
Fixed Compensation
| Component | Terms | Amount |
|---|---|---|
| Base salary (CFO) | Effective on start | $650,000 per year . |
| Base salary (Interim PEO) | Effective Feb 24, 2025 during interim role | $900,000 per year . |
| Target annual bonus | AIP target 75% of base; max 150% of target; prorated for FY25 | 75% target; 150% max . |
| Sign-on cash bonus | One-time, payable first full pay period post-start; 1-year clawback if resign/terminated for cause | $200,000 . |
| Technology allowance | Annual, paid bi-weekly | $1,170 per year . |
| Travel arrangement | Remote in Florida; business travel to San Diego capped | Up to $5,000 per month . |
| COBRA bridge | Lump-sum reimbursement if coverage gap before JACK benefits begin | As incurred (medical only) . |
| 401(k) match | 100% match on first 4% deferral (subject to IRS limits) | Plan feature . |
| Executive Deferred Compensation Plan | Eligible; restoration match possible | Plan feature . |
| Company-paid life insurance | Officer level coverage | $770,000 . |
| Employment status | At-will; confidentiality and arbitration agreements; DTSA/Government Agency carve-outs | Policy terms . |
Performance Compensation
Annual Incentive Plan (AIP)
- Structure: AIP based on consolidated Adjusted EBITDA (financial), brand financials, and strategic metrics; 2024 weightings and results below illustrate design and calibration. Tucker participates beginning FY25 (prorated) .
| FY2024 AIP Metric | Weighting | Actual Payout (% of Target) | Weighted Payout |
|---|---|---|---|
| Consolidated Adjusted EBITDA | 50% | 83.8% | 41.9% |
| Jack in the Box Same-Store Sales | 24% | — | — |
| Del Taco Same-Store Sales | 6% | — | — |
| Jack in the Box Development & Growth | 10% | 100% | 10.0% |
| Del Taco Development & Growth | 10% | 200% | 20.0% |
| Total Weighted Payout | 71.9% |
- FY2024 NEO Payout Example: CEO received 71.9% of target (82.7% of base), demonstrating formulaic linkage; CFO target was 75% with 71.9% of target paid (53.9% of base) for the then-CFO .
Long-Term Incentive (LTI)
| Award | Value/Allocation | Vesting/Term | Metrics/Notes | Grant Timing |
|---|---|---|---|---|
| Annual LTI (FY25) | $1,000,000 total; 50% PSUs / 50% RSUs | PSUs: cliff at 3 years; RSUs: 33% per year | PSUs based on two metrics equally weighted: Cumulative Systemwide Sales and ROIC; payout 50–150% of target; RSU 50% net shares holding requirement until ownership met . | Effective second Monday after start date . |
| New-hire RSU | $500,000 | 33% per year over 3 years; 50% net shares holding | Shares based on 20-day average price . | Second Monday after start . |
| Interim PEO RSU | $500,000 | 33% per year over 3 years | Granted in connection with interim PEO appointment . | As determined per Board approval . |
- PSU calibration/history: The FY2022–FY2024 PSU cycle vested at 125% of target on weighted outcomes (Systemwide Sales at max, Cumulative Adjusted EBITDA at target), reinforcing use of multi-year operating metrics .
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Executive stock ownership guideline | 3.0x base salary for Executive Vice Presidents; compliance expected within 5 years of becoming subject . |
| Post-vest holding requirement | Must hold 50% of after-tax net shares from PSU/RSU vesting until guideline met . |
| Hedging/pledging policy | Section 16 officers and directors are prohibited from hedging, pledging, or holding stock in margin accounts . |
| Beneficial ownership | Not listed in 2025 Proxy ownership table as of Jan 3, 2025 (pre-start); group holdings shown exclude him individually . |
| Director guideline (context) | Directors must hold 5x annual cash retainer; independent chair structure maintained . |
Employment Terms
Severance (Non‑CIC)
| Benefit | Terms |
|---|---|
| Cash severance | 1.0x base salary for executive officers (2.0x CEO) upon involuntary termination without cause, outside 24 months of a CIC, subject to release . |
| COBRA benefit | Lump-sum cash equal to COBRA premium differential for 12 months (executives) . |
| AIP | Prorated annual incentive based on actual results for year of termination . |
| Equity | As per award agreements/plan terms . |
Change in Control (CIC) – Double Trigger
| Element | CFO Terms |
|---|---|
| Cash multiple | 2.5x base salary upon Qualifying Termination within 24 months post‑CIC . |
| Incentive multiple | 2.5x applied to greater of 3‑yr average bonus %×salary or average dollar bonus (target used if lacking 3 years) . |
| Health benefits | COBRA coverage at company expense for 30 months . |
| Equity acceleration | RSUs/options: double-trigger acceleration if unassumed; PSUs accelerate at actual for completed periods and at target for incomplete periods . |
| Taxes | No excise tax gross‑ups; “best after‑tax” cutback if beneficial . |
| Other | Standard outplacement up to 1 year . |
Clawback and Other Governance
- Clawback policy covers incentive cash and performance‑based equity upon financial restatements; independent Compensation Committee and independent consultant (Meridian) support oversight; no repricing without shareholder approval .
Board Governance
- Board service: Current filings do not show Tucker as a director; the 2025 Proxy lists directors and Tucker is not included, and the Feb 24, 2025 8‑K reducing the Board to eight members did not add him as a director .
- Structure: Independent non‑executive Chairman (David Goebel) since 2020; the Board reaffirmed separating CEO and Chair roles in Nov 2024 .
- Dual‑role implications: Tucker is serving as both CFO and interim principal executive officer, but the presence of an independent chair and a fully independent Compensation Committee mitigate concentration of power and preserve oversight during the transition .
Risk Indicators and Red Flags
- Hedging/pledging prohibited; no excise tax gross‑ups; double‑trigger CIC; clawback policy in place .
- Related‑party transactions: None reportable with Tucker; 2024 related‑party review disclosed no transactions over $120,000 involving directors/NEOs .
- Retention/turnover context: CEO departed Feb 2025; Tucker elevated to interim PEO; interim RSU grant and higher base during interim role support retention through transition .
Director Service, Committees, and Compensation (if applicable)
- As of the latest filings, Tucker is not disclosed as a member of the Board; therefore, there are no committee assignments, director compensation, or independence determinations applicable to him at this time .
Investment Implications
- Alignment and retention: High equity mix (annual $1.0M LTI split between PSUs/RSUs) plus a $500k new‑hire RSU and $500k interim PEO RSU with multi‑year vesting, combined with a 3x‑salary ownership guideline and 50% holding requirement, create strong alignment and retention hooks over the next 3 years .
- Performance sensitivity: Incentives are tied to Adjusted EBITDA, Systemwide Sales, ROIC, and development metrics; recent payout history (AIP at 71.9% of target; PSUs at 125% for FY22‑24) shows variability and ties outcomes to operating execution and capital efficiency .
- Downside protection/upside risk in CIC: Double‑trigger severance at 2.5x salary/bonus and equity acceleration terms create retention and continuity incentives in strategic scenarios without shareholder‑unfriendly gross‑ups .
- Trading/overhang watch: Expect Form 4s reflecting the new‑hire and interim RSU grants and an annual LTI grant; 33% RSU vesting cadence and holding requirement limit immediate sell pressure, but anniversary vest dates are relevant for liquidity timing .
- Governance mitigants: Independent chair and committee structures reduce the risks of Tucker’s temporary dual executive roles; at‑will employment and robust clawback/anti‑hedging further limit governance red flags .