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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2025

JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
_________________
Delaware
1-9390
95-2698708
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification Number)

9357 Spectrum Center Blvd, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)

(858) 571-2121
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockJACKNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

______________________________________________________________________


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 20, 2025, Darin Harris notified the Company’s Board of Directors of his intention to resign from his positions as Chief Executive Officer and Director of the Company, effective immediately, to pursue other opportunities. Mr. Harris’ decision to resign is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. He will remain as a consultant through March 14, 2025.

Lance Tucker, age 55, the Company’s Executive Vice President, Chief Financial Officer, will serve as the Company’s interim principal executive officer effective February 24, 2025, and until such time as the Board of the Directors determines. Mr. Tucker has served as the Company’s Chief Financial Officer since January 13, 2025. He previously served in this same role as the Company’s Executive Vice President, Chief Financial Officer from March 2018 to September 2020. Most recently, he served as the Chief Financial Officer of Davidson Hotel Company LLC (Atlanta, GA) (“Davidson Hospitality Group’), an award-winning, full-service hospitality management company overseeing hotels, restaurants, dining and entertainment venues across the United States since January 2022. Prior to that, from September 2020 until January 2022, he was the Chief Financial Officer of CKE Restaurants Holdings, Inc. (Franklin, TN), an American fast food company and the parent organization for the Carl’s Jr. and Hardee’s brands, where he was responsible for all finance and accounting and helped drive the company’s full business transformation process. Prior to joining the Company in March 2018, Mr. Tucker held several senior leadership positions at Papa John’s International, Inc. (Atlanta, GA) (“Papa John’s). From February 2011 to February 2018, he served as Senior Vice President, Chief Financial Officer and Treasurer and added Chief Administrative Officer in February 2012. From June 2010 to February 2011, he was Chief of Staff and Senior Vice President, Strategic Planning for Papa John’s. Prior to that, he served as its Chief of Staff and Vice President, Strategic Planning from June 2009 to June 2010. Prior to joining Papa John’s, Mr. Tucker served as the Chief Financial Officer of Evergreen Real Estate Services, LLC (Chicago, IL), from 2003 to 2009; and held leadership positions with several finance companies from 1999 to 2003. Previously, from 1994 to 1999, he served as the Director of Finance for Papa John’s International, Inc. Overall, Mr. Tucker has more than 20 years of corporate finance experience. He graduated from Transylvania University with a Bachelor of Arts in Accounting.

In connection with his appointment as interim principal executive officer, Mr. Tucker’s annual base salary will increase to $900,000 starting on February 24, 2025, and ending as to be determined by the Board of Directors. Mr. Tucker will also receive a one-time grant consisting of restricted stock units (“RSUs”) equal to an LTI value of $500,000, with the number of shares determined by reference to the 20-day average closing stock price of the Company’s common stock as of the last business day preceding the grant date. These RSUs will vest 33% per year over three years.

To fill Mr. Tucker’s role, Dawn Hooper, age 54, the Company’s Senior Vice President, Controller, will serve as the Company’s interim principal financial officer and principal accounting officer effective February 24, 2025, and until such time as the Board of Directors determines. Ms. Hooper previously served in the role of the Company’s interim principal financial officer from August 2020 to January 2021, February 2023 to August 2023, and November 2024 to January 2025. Ms. Hooper has been Senior Vice President, Controller since December 2022, and she has been with the Company since October 2000. She previously held positions of increasing responsibility in accounting since joining the Company in 2000, including Interim CFO, Controller, Assistant Controller, Vice President of Financial Reporting and Senior Manager of Corporate Accounting. Prior to joining the company, she began her career with KPMG LLP where she worked from September 1993 to September 2000. Ms. Hooper has more than 29 years in experience in accounting and finance. Ms. Hooper received her bachelor’s degree in accounting from University of San Diego from the Knauss School of Business. There are no reportable family relationships or related person transactions involving the Company and Ms. Hooper.

In connection with her appointment as interim principal financial officer, Ms. Hooper’s salary will increase $19,500 per month starting on February 24, 2025, and ending as to be determined by the Board of Directors.

With Mr. Harris’ departure, the Board has reduced its size to eight (8) members effective immediately.



On February 24, 2025, the Company issued a press release announcing this leadership transition, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.






ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
JACK IN THE BOX INC.
February 24, 2025/s/   Lance Tucker
 Lance Tucker
 Executive Vice President, Chief Financial Officer


Exhibit 99.1
jackintheboxa.jpg
deltacoa.jpg
Contact: Chris Brandon
Vice President, Investor Relations
chris.brandon@jackinthebox.com
619.902.0269
        

Jack in the Box Inc. Announces Departure of Darin Harris

Board of Directors Announces Lance Tucker as Company’s Interim Principal Executive Officer


SAN DIEGO, Calif. February 24, 2025 – Jack in the Box Inc. (NASDAQ: JACK) and its Board of Directors announced the resignation of Chief Executive Officer Darin Harris, who has accepted a new position outside of the restaurant industry. The Board has appointed Executive Vice President and Chief Financial Officer Lance Tucker as interim principal executive officer, effective February 24, 2025. Harris will remain as a consultant through March 14, 2025, to ensure a smooth leadership transition.
Tucker has served as the company’s chief financial officer since January 13, 2025. He previously served in this same role at Jack in the Box Inc. from March 2018 to September 2020. A restaurant industry veteran with more than 20 years of corporate finance experience, Tucker was the chief financial officer of CKE Restaurants Holdings, Inc., the parent company for the Carl’s Jr. and Hardee’s brands, from September 2020 until January 2022. Prior to joining Jack in the Box Inc. in March 2018 as chief financial officer, Tucker held several senior leadership positions during his combined fourteen-year tenure at Papa John’s International, Inc., including chief financial officer & treasurer, chief administrative officer, and senior vice president of strategy & chief of staff.
“On behalf of the Company, I want to thank Darin for his contributions as CEO for the past five years,” said David L. Goebel, Chairman of the Board. “With Lance’s multi-faceted, strategic expertise over the last 20 years at the executive level, we are excited to welcome him as the interim CEO. The Board is confident in Lance’s ability to build upon the existing foundation in a way that balances our growth and financial goals, while ensuring that the company remains competitive in the rapidly evolving quick-service restaurant landscape.”

Exhibit 99.1
While Tucker serves as interim principal executive officer, Senior Vice President & Controller Dawn Hooper will assume the role of interim principal financial officer. Hooper has been with Jack in the Box Inc. for 24 years and held various senior leadership positions within Finance during that time. She served as principal financial officer from August 2020 to January 2021, February 2023 to August 2023 and November 2024 to January 2025.

About Jack in the Box Inc.
Jack in the Box Inc. (NASDAQ: JACK), founded and headquartered in San Diego, California, is a restaurant company that operates and franchises Jack in the Box®, one of the nation's largest hamburger chains with approximately 2,200 restaurants across 22 states, and Del Taco®, the second largest Mexican-American QSR chain by units in the U.S. with approximately 600 restaurants across 17 states. For more information on both brands, including franchising opportunities, visit www.jackinthebox.com and www.deltaco.com.

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Entity Registrant Name JACK IN THE BOX INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-9390
Entity Tax Identification Number 95-2698708
Entity Address, Address Line One 9357 Spectrum Center Blvd
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92123
City Area Code 858
Local Phone Number 571-2121
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