Ryan Ostrom
JACK IN THE BOXAbout Ryan Ostrom
Executive Vice President, Chief Customer & Digital Officer at Jack in the Box. Ostrom has led marketing and digital since February 2021 and assumed operations oversight in December 2024 amid a leadership restructure to increase customer centricity . Age 49 as of the FY2024 10-K . Company performance under his tenure shows FY2024 total revenues of ~$1.6B, Adjusted EBITDA of $322.3M, and system same-store sales declines at both brands; CAP “pay versus performance” shows Company TSR of $69.29 on a $100 basis in 2024, net loss of $36.7M, and Adjusted EBITDA of $322.3M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jack in the Box | EVP, Chief Marketing Officer; later EVP, Chief Customer & Digital Officer | Feb 2021–present | Led digital transformation and broader customer experience; assumed operations responsibility in Dec 2024 |
| GNC Holdings | Chief Brand Officer | Jun 2019–Feb 2021 | Led brand strategy at a global health and nutrition brand |
| Yum! Brands | Chief Digital Officer | Jun 2015–Jun 2019 | Drove digital capabilities across the portfolio (including QSR brands) |
| Sears Holdings (Kenmore, Craftsman & DieHard); Reebok | Various roles | Prior to 2015 | Consumer brand and marketing leadership roles |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $493,269 | $517,115 | $566,000 |
| Stock Awards ($, grant-date fair value ASC 718) | $551,229 | $529,536 | $741,452 |
| Non-Equity Incentive Plan Compensation ($) | $278,438 | $626,223 | $308,520 |
| All Other Compensation ($) | $32,512 | $45,223 | $35,949 |
| Total ($) | $1,355,448 | $1,718,097 | $1,651,921 |
Additional 2024 salary rate and target bonus:
- Base salary set to $572,000 effective Nov 13, 2023; +10% vs FYE2023 .
- Target annual incentive: 75% of base salary (threshold 37.5%, maximum 150%) .
Performance Compensation
2024 Annual Incentive Plan (AIP) design and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 50% | $300.3M | $333.7M | $370.4M | $322.3M | 83.8% |
| Jack in the Box 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: 2,400 or 1,000 MQL; open 15 | Approve 60 sites or sign 112 awards; open 23 | Open 32 | Leads 3,842; MQL 1,492; Sites 60; Awards 76; Opens 30 | 100.0% |
| Del Taco Development & Growth | 10% | Leads: 1,635 or 640 MQL; open 7 | Approve 30 sites or sign 60 awards; open 10 | Open 14 | Leads 3,037; MQL 1,318; Sites 30; Awards 70; Opens 14 | 200.0% |
| Total Weighted Payout | — | — | — | — | — | 71.9% of target |
2024 PSU and RSU structure:
- PSU metrics: 50% Cumulative Systemwide Sales over FY2024–2026; 50% Adjusted ROIC with annual goal-setting; payout 50–150% of target; cliff vest at 3 years; 50% of after-tax vested shares must be held until ownership guidelines met .
- RSUs: time-vested 33% per year over 3 years; 50% of after-tax vested shares must be held until guideline met .
PSU vesting outcome for FY2022–2024 cycle:
| PSU Metric (FY22–FY24) | Weight | Threshold | Target | Maximum | Actual | Vesting |
|---|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA (ex-Del Taco) | 50% | $917.7M | $948.3M | $978.9M | $948.3M | 100% |
| Cumulative Systemwide Sales (All Restaurants) | 50% | $12,232.0M | $12,709.0M | $13,185.0M | $15,427.0M | 150% |
| Weighted PSU Payout | — | — | — | — | — | 125% of target |
Equity Ownership & Alignment
Ownership and outstanding awards:
| Category | Amount |
|---|---|
| Direct holdings (as of Jan 3, 2025) | 12,740 shares; <1% of outstanding |
| Unvested RSUs at FY-end 2024 | 19,264 shares; $874,767 market value (at $45.41) |
| Unearned PSUs at FY-end 2024 (target) | 8,122 shares; $368,820 market/payout value (at $45.41) |
| Shares vested in FY2024 | 8,029 shares; $588,757 value realized |
2024 grants and vesting schedules:
| Grant Type | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (annual) | Nov 30, 2023 | 5,880 | $412,717 | 33% per year over 3 years |
| PSU FY2024–2026 (target) | Nov 30, 2023 | 3,920 | $275,145 | Cliff vest after 3 years, performance-based |
| PSU FY2023–2025 (FY2024 tranche) | Nov 30, 2023 | 1,208 | $53,590 | Performance-based; vest at end of 3-year period |
Alignment policies:
- Stock ownership guideline for EVPs: 3.0x base salary; hold 50% of after-tax vested shares until guideline met; expected compliance within 5 years from role; current NEOs progressing toward compliance .
- Prohibition on hedging/pledging and margin accounts for Section 16 officers; no dividends on unvested RSUs/PSUs .
- No repricing without shareholder approval; no evergreen; “double trigger” required for RSU/option vesting upon change in control unless awards are not assumed/substituted .
Deferred compensation:
| EDCP Item (FY2024) | Amount |
|---|---|
| Executive contributions | $105,213 |
| Company restoration match | $25,494 |
| Aggregate balance at FY-end | $243,275 |
Employment Terms
Change-in-control and severance economics (as of FY2024; using $45.41 share price):
- Involuntary termination without cause: Cash severance $898,981 .
- Death or disability: Equity vesting value $513,138 .
- Change in control with qualifying termination: Cash $2,160,408; equity $1,065,130; total $3,225,538 .
Key provisions:
- Cash severance includes multiples of annual base salary and annual incentive plus benefits continuation; CIC treatment follows “double trigger” (termination and consummation) for RSUs/options; PSUs vest based on actuals for completed periods and target for incomplete, subject to plan terms .
- Clawback policy (Nasdaq Rule 5608) requires recoupment of incentive compensation upon restatement; “no fault” standard .
- Benefits: same programs as employees; enhanced employer-paid term life insurance of $770,000; technology allowances as provided to employees .
Performance & Track Record
Company performance context during Ostrom’s tenure:
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Company TSR (value of $100) | $124.73 | $77.79 | $95.35 | $69.29 |
| Peer Group TSR (value of $100) | $124.80 | $79.16 | $121.03 | $141.56 |
| Net Income/(Loss) ($000s) | $165,755 | $115,781 | $130,826 | $(36,695) |
| Adjusted EBITDA ($000s) | $325,680 | $321,974 | $339,210 | $322,273 |
Brand/marketing execution highlights:
- Led creative partnerships and late-night value franchise with “Munchie Meal” collaborations and cultural tie-ins (e.g., T-Pain) to balance value and innovation in calendar .
- Launched gamified digital experience “DealQuest” to deepen app engagement via AI and gaming mechanics .
- Provided commentary on menu architecture and value strategy (barbell approach and mid-tier price points) to drive transactions and guest satisfaction .
Compensation Structure Analysis
- Mix shift: 2024 LTI grant value increased to remain market competitive (target LTI value $800,000 for Ostrom; up 18.5% YoY); LTI split 50% PSUs / 50% RSUs; no options granted—reduces leverage but enhances retention through time-based RSUs .
- AIP payout governed by multiple metrics; 2024 payout at 71.9% of target due to SSS underperformance offset by strategic development achievements and EBITDA moderation .
- Governance: Independent compensation consultant (Meridian); strong ownership/holding requirements; clawback; no hedging/pledging; no repricing; say-on-pay approval 94.1% in 2024; >92% since 2014 .
Investment Implications
- Alignment: Significant unvested RSUs (19,264) and PSUs (8,122 target) with performance-based vesting and holding requirements create durable equity alignment; pledging and hedging are prohibited—reducing misalignment risk .
- Retention and CIC economics: Cash and equity values under CIC/qualifying termination total ~$3.23M, with double-trigger equity terms—moderate protection without shareholder-unfriendly gross-ups; retention risk appears contained by equity mix and EDCP balances .
- Pay-for-performance: 2024 AIP paid below target (71.9%) as core SSS metrics missed, signaling disciplined payout mechanics; prior PSU cycle (FY22–24) paid at 125% driven by outsized systemwide sales, indicating potential upside when growth initiatives execute .
- Trading signals: FY2024 share vesting cadence and continued RSU/PSU vesting could modestly increase float, but sale behavior requires Form 4 analysis; governance policies and ownership guidelines reduce near-term selling pressure risk absent specific insider sales disclosures .