Sarah Super
JACK IN THE BOXAbout Sarah Super
Sarah L. Super serves as EVP, Chief Legal & Administrative Officer (as of Nov 7, 2025), and previously was Senior Vice President, Chief Legal & Risk Officer and Corporate Secretary (as of Jan 27, 2025) . Company performance context for FY2024: total revenues were ~$1.6B, Adjusted EBITDA was $322.3M, system same‑store sales declined 1.3% (Jack in the Box) and 1.5% (Del Taco), and net income was a loss of $36.7M; the Company’s FY2024 “company TSR” value was 69.29 on a $100 base . Jack in the Box’s executive pay program is heavily performance‑oriented (AIP weight on Adjusted EBITDA; PSUs tied to ROIC and cumulative systemwide sales) and enjoys strong shareholder support (2024 Say‑on‑Pay approval 94.1%; 92%+ since 2014) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jack in the Box Inc. | Senior Vice President, Chief Legal & Risk Officer; Corporate Secretary | Listed as of Jan 27, 2025 | Company’s Corporate Secretary of record in the 2025 proxy; senior legal/risk leadership |
| Jack in the Box Inc. | EVP, Chief Legal & Administrative Officer | Listed as of Nov 7, 2025 | Company signatory on Nomination & Cooperation Agreement; governance for new Capital Allocation Committee |
Fixed Compensation
| Item | FY2024 |
|---|---|
| Base salary ($) | $475,000 |
| Target annual bonus (% of base) | 60% |
| Actual annual bonus ($) | $204,961 |
| Actual annual bonus (% of base) | 43.1% |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 Design and Outcomes
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 50% | $300.3M | $333.7M | $370.4M | $322.3M | 83.8% (41.9% weighted) |
| Jack in the Box System SSS | 24% | 0.49% | 2.99% | 5.49% | (1.3)% | 0% (0% weighted) |
| Del Taco System SSS | 6% | 1.45% | 3.95% | 6.45% | (1.5)% | 0% (0% weighted) |
| Jack Strategic (Development & Growth) | 10% | Lead gen/MQLs and openings | Site approvals/awards and openings | Open 32 | Achieved target | 100% (10% weighted) |
| Del Taco Strategic (Development & Growth) | 10% | Lead gen/MQLs and openings | Site approvals/awards and openings | Open 14 | Achieved maximum | 200% (20% weighted) |
| Total AIP Payout | 71.9% of target |
Ms. Super’s FY2024 bonus paid at 71.9% of target, equating to 43.1% of base salary ($204,961) .
Long‑Term Incentives (LTI)
- Structure: 50% PSUs (3‑year cliff vest) and 50% RSUs (33% per year over 3 years; vest on each grant anniversary) .
- PSU metrics: equally weighted (i) ROIC (annual goals), and (ii) cumulative systemwide sales over 3 years .
- FY2022–FY2024 PSU payout: 125% of target based on performance (Cumulative Adjusted EBITDA at 100% and Cumulative Systemwide Sales at 150%) .
FY2024 annual LTI grant (grant date: Nov 30, 2023):
| Award | Shares/Units | Grant date fair value ($) |
|---|---|---|
| RSUs | 3,675 | 257,948 |
| PSUs (FY2024–2026) – Threshold/Target/Max | 1,225 / 2,450 / 3,675 | 171,966 |
| PSUs (FY2023–2025 – FY2024 ROIC tranche) – Thr/Tgt/Max | 239 / 477 / 716 | 31,757 |
Equity Ownership & Alignment
| Measure (as of FYE2024 unless noted) | Count/Value |
|---|---|
| Direct beneficial ownership (Jan 3, 2025) | 7,328 shares (beneficial) |
| RSUs/options exercisable within 60 days (Jan 3, 2025) | 505 |
| Ownership % of shares outstanding | <1% |
| Unvested “Stock Awards” (includes RSUs and earned PSUs pending issuance) | 12,417 ($563,856 at $45.41) |
| Unearned PSUs at target (not yet determined) | 4,972 ($225,771 at $45.41) |
| Pledging/hedging policy | Prohibited for Section 16 officers (no hedging, pledging, margin) |
| Stock ownership guidelines | CEO 6x base; EVPs 3x; SVPs 1.5x; 5 years to comply; must hold 50% of net after‑tax vested shares until guideline met |
| Compliance status disclosure | NEOs “progressing towards” requirements as of FY2024 year‑end |
Vesting cadence and potential selling pressure:
- RSUs vest 33% annually on the grant anniversary (e.g., FY2024 grant dated Nov 30, 2023 vests in equal thirds in FY2025–FY2027), creating periodic windows of incremental supply; PSUs cliff vest at the end of the 3‑year period, contingent on performance, potentially creating lumpy unlocks .
Employment Terms
| Scenario | Cash benefits | Equity treatment | Other terms |
|---|---|---|---|
| Involuntary termination without cause (Non‑CIC) | Illustrative potential payment for Ms. Super: $691,118 (as of 9/29/2024) | Per plan/award agreements | COBRA cash equivalent for 12 months for executive officers; prorated AIP based on actual performance |
| Death/Disability | Equity acceleration illustrative value: $327,500 (as of 9/29/2024) | 100% vesting of options and stock awards; PSUs based on completed periods/actual performance | — |
| Change in Control (double‑trigger required) | Ms. Super: cash $1,177,423; equity acceleration $669,893; total $1,847,316 (as of 9/29/2024) | PSUs: actual for completed years; target for incomplete years. RSUs/options accelerate only with CIC + qualifying termination | CIC multiples: 1.5x base salary + incentive; 18 months health coverage; no 280G tax gross‑ups; “best after‑tax” cutback |
Additional governance protections: Nasdaq‑compliant “no‑fault” clawback policy effective Oct 2, 2023 for incentive compensation tied to financial statements; recovery required upon restatement .
Compensation Structure Notes (Alignment and Risk)
- Pay mix and rigor: AIP weighted 50% to Adjusted EBITDA and PSUs 50% to ROIC / 50% cumulative systemwide sales; 2024 AIP paid at 71.9% of target, evidencing downside sensitivity to SSS softness despite strategic milestones .
- Equity emphasis and holding: 50%+ of LTI is performance‑based and subject to 3‑year horizon; hold‑until‑met ownership rules and hedging/pledging prohibitions reinforce alignment with shareholders .
- Shareholder support and governance: Say‑on‑Pay 94.1% in 2024 (and 92%+ since 2014), no option repricing without shareholder approval, no evergreen, and no tax gross‑ups except limited relocation with committee approval .
Compensation Peer Group (Benchmarking)
Peer set used for FY2024 compensation analysis: BJRI, BLMN, EAT, CMG, CBRL, DENN, DIN, DPZ, LOCO, DNUT, PZZA, QSR, SHAK, TXRH, CAKE, WEN, WING .
Performance & Track Record Highlights
- FY2024 business context included largest new‑unit openings in a decade (Jack), positive net unit growth at both brands, brand‑building/digital initiatives, POS rollout, and refranchising Del Taco to ~80% franchise ownership; simultaneously faced California wage pressures and inflation .
- Over the FY2022–FY2024 PSU period, above‑target total PSU payout (125%) was driven primarily by cumulative systemwide sales outperformance (150% tranche vest) despite EBITDA at target (100%) .
Investment Implications
- Alignment: Strong governance (clawback, no hedging/pledging, hold‑until‑met) and ownership guidelines (EVP 3x salary) support alignment and reduce agency risk for legal/administrative leadership .
- Near‑term supply: RSU tranches vest annually; PSUs cliff vest after 3 years, implying periodic and lumpy unlocks that could create selling pressure around grant anniversaries and performance certification dates; 2022–2024 PSUs vest at 125% of target, adding to medium‑term supply .
- Retention/transition: Non‑CIC severance and double‑trigger CIC protection (1.5x base + incentive; 18 months health) are market‑aligned, supporting retention without shareholder‑unfriendly gross‑ups; change‑in‑control economics are sized but not excessive for an EVP role .
- Pay‑for‑performance: AIP under‑target outcome (71.9%) and PSU structure tied to ROIC/system sales provide meaningful performance linkage; however, FY2024 headwinds (SSS declines; net loss) underscore execution risk in the near term, partially offset by strategic development progress and franchise refranchising benefits .