Jack In The Box Inc. · NASDAQ:JACK
Jack In The Box — Proxy Contest (February 2026)
50 slides from Jack In The Box's proxy contest presentation, Feb 2, 2026
Slide 1: Biglari Capital's Vote Against Campaign
Biglari Capital’s Vote Against Campaign Feb. 02, 2026
Slide 2: Legal Disclaimer
Legal Disclaimer The materials contained herein (the “Materials”) represent the opinions of Biglari Capital Corp. and its affiliates (collectively, “Biglari Capital”) and are based on publicly available information with respect to Jack in the Box. (the “Company”, “Jack in the Box”, “JACK”). Biglari
Slide 3: Table of Contents
04 Executive Summary Table of 29 Jack on Track 35 Governance Contents 47 Appendix 3
Slide 4: Executive Summary
Executive Summary
Slide 5: Timeline of Events
Timeline of Events JACK adopts a JACK and poison pill at a GreenWood 12.5% threshold Investors Biglari and the JACK announces despite entered into a Company filed the "Jack on assurances by cooperation definitive proxy Track" program Biglari agreement statement Apr ’25 Jun ’25 2 Jul ’25 10 Jul ‘25 N
Slide 6: Why Are We Here?
Why Are We Here? › JACK is at a critical inflection point. › Shareholders have lost 75% of their investment value in the past five years (see slide 17) › The Company has cycled through three CEOs and eight CFO transitions since 2020 under the oversight of certain long- tenured directors, including C
Slide 7: Why Are We Here? (contd.)
Why Are We Here? (contd.) › Accordingly, we are seeking shareholder support to hold Chairman David Goebel accountable. As a leader, he has overseen a flawed Board refreshment process, failed to ensure management stability (3 CEOs and 8 CFO transitions), exercised poor judgment resulting in massive s
Slide 8: We Strongly Believe Shareholders Need to Vote Against David Goebel Due to His Role
We Strongly Believe Shareholders Need to Vote Against David Goebel Due to His Role in Overseeing the Following: Entrenched Board • Has served the Board for 17 years • Insulated himself with other over-tenured directors serving in leadership roles: Michael Murphy (23 years, Chair of the Compensation
Slide 9: How David Goebel Continues to Avoid Accountability
How David Goebel Continues to Avoid Accountability David L. Goebel Board Chairman Tenure: 17 Years Entrenched Committee Leadership High CEO Turnover Michael Murphy James Myers Madeleine Lenny Comma Darin Harris Lance Tucker Compensation Audit Committee Kleiner CEO: 1/1/2014 – CEO: 6/15/2020 – CEO: 2
Slide 10: David Goebel has created a Board that is Highly Deficient in Relevant Expertise
David Goebel has created a Board that is Highly Deficient in Relevant Expertise, Ensuring Directors Defer to him for “Restaurant” Experience and Decisions xx xx Madeleine Kleiner Vivien Yeung General Counsel, The ExCo Group, Bain, Hilton Hotels Chief Strategy Officer, Kohl’s xx x Michael Murphy Enri
Slide 11: JACK's Flawed Board Refreshment
JACK’s Flawed Board Refreshment - a Board Seemingly Incapable of Providing Needed Guidance to Help Turnaround the Operations, Ensuring Reliance on David Goebel Guillermo Diaz Jr. (2022) Enrique Ramirez (2024) Mark King (2025) Alan Smolinisky (2025) 2 Chairman of Hispanic Technology 2 Current Preside
Slide 12: David Goebel has Denied Nominees who can Challenge his Control
David Goebel has Denied Nominees who can Challenge his Control: Raised Conflict of Interest Issues about Sardar Biglari, while serving on JACK and Wingstop’s Board No. Top US Markets No. of Units No. of Units No. of Units 1 California 941 419 2 2 Texas 549 463 14 3 Arizona 169 58 0 4 Washington 131
Slide 13: JACK Appears to Retain CEOs who Lack Appropriate Experience
Not Only Does Board Refreshment Appear to Be Flawed, but JACK Appears to Retain CEOs who Lack Appropriate Experience Thereby Ensuring Reliance on David Goebel Lance Tucker, CEO (current) Darin Harris, Former CEO Appointed Interim CEO: 2/24/2025 Tenure: 6/15/2020 – 2/24/2025 Permanent CEO: 3/31/2025
Slide 14: The Board's Judgment on Latest CEO Retention and Succession is Questionable
The Board’s Judgment on Latest CEO Retention and Succession is Questionable CEO Appointment Process 2 No disclosed third-party or external CEO search 2 Appointment followed Lance Tucker’s return as CFO, then elevation to interim CEO 2 Promotion reflects internal succession by default, not a competit
Slide 15: David Goebel has Overseen High Executive Turnover With 3 CEOs and 8 CFOs
David Goebel has Overseen High Executive Turnover With 3 CEOs and 8 CFOs in 5 Years Lenny Comma Darin Harris Lance Tucker CEO CEO Appointed Interim 1/1/2014 – 6/15/2020 – CEO 2/24/2025, 6/15/2020) 2/24/2025 Permanent CEO 3/31/2025 2020 2025 Lance Tucker Dawn Hooper Tim Mullany Dawn Hooper Brian Scot
Slide 16: Long-Tenured Directors have Maintained Board Control by Leading Key Committees
David Goebel and the Long-Tenured Directors have Maintained Board Control by Leading Key Board Committees 2 Over-Tenured directors have maintained key committee Board leadership roles since 2021 2 Prior to Biglari Capital’s campaign, in Director David L. Goebel Michael W. James M. Madeleine 2025: Mu
Slide 17: Failed Leadership Has Resulted in a Board that Severely Lacks Expertise
David Goebel’s Failed Leadership Aided by the Over-Tenured Directors has Resulted in a Board that Severely Lacks the Expertise Needed to Restore Shareholder Value Board Michael W. James M. Madeleine Vivien M. Enrique Guillermo Diaz, Director David L. Goebel Mark King Alan Smolinisky Murphy Myers Kle
Slide 18: JACK's Board Is Responsible for Massive Shareholder Value Destruction
JACK’s Board Is Responsible for Massive Shareholder Value Destruction 1-Year Total Shareholder 3-Year Total Shareholder 5-Year Total Shareholder 10-Year Total Shareholder Return Return Return Return July 10, 2025 Unaffected date Source: FactSet, data as of 10-July-2025 (unaffected date) Proxy peers
Slide 19: The Appointment of a New CEO Has Seemingly FAILED to Alleviate Shareholder Concerns
The Appointment of a New CEO Has Seemingly FAILED to Alleviate Shareholder Concerns. TSR Is Negative (22%) Since the Appointment TSR since Appointment of Lance Tucker as Permanent CEO (March 31, 2025) 24.9% 24.5% What JACK Shareholders Were Promised “Lance brings decades of experience within the res
Slide 20: The 'Jack on Track' Strategic Plan Has Seemingly FAILED to Restore Credibility
The ‘Jack on Track’ Strategic Plan Has Seemingly FAILED to Restore Credibility. Initial Market Reaction Was Negative. JACK’s TSR Continues to Underperform 1-day TSR of Strategic Plan Announcement TSR since Strategic Plan Announcement (April 23, 2025 to April 24, 2025) (April 23, 2025 to Jan 30, 2026
Slide 21: JACK's TSR Reflects Deteriorating Operating Metrics for Company-Owned and Franchised Stores
JACK’s TSR Reflects Deteriorating Operating Metrics for Company-Owned and Franchised Stores Jack in the Box segment Jack in the Box segment 5-year Performance: Company-owned stores 5-year Performance: Franchised stores In millions FY21 FY25 Change In millions FY21 FY25 Change Revenue $387.8 $416.7 7
Slide 22: FY25 Adj. EBITDA Was the LOWEST in the Last Five Years
FY25 Adj. EBITDA Was the LOWEST in the Last Five Years. Even Less Than What JACK Earned During the 2020 Pandemic Adjusted EBITDA Adjusted EBITDA Margin ($ millions) 35.0% $339.2 30.0% 29.0% $331.4 26.8% $322.0 $322.3 25.0% Pandemic 21.9% (18.3%) since FY21 20.0% 20.5% 20.0% 18.5% Pandemic $274.2 $27
Slide 23: Same Store Sales Have Steadily Deteriorated Since 2023
Additionally, Same Store Sales Have Steadily Deteriorated Since 2023 9.5% Jack In the Box Same Store Sales (system-wide) 7.8% 7.9% 3.9% 0.8% 0.4% (2.5%) (2.2%) (2.1%) (4.4%) (7.1%) (7.4%) Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Source: Company 10-K and other SEC filin
Slide 24: Case Study: Failed Del Taco Acquisition and Misleading Statements
Case Study: Failed Del Taco Acquisition and Misleading Statements What JACK Promised Misleading Statements Prior to Del Taco’s Sale › “Del Taco meaningfully enhances our growth › “We remain confident in Del Taco’s role as a algorithm with a complementary brand, strong contributor to long-term growth
Slide 25: Del Taco's Reality: Over $450 million of Shareholder Value Lost
Del Taco’s Reality: Over $450 million of Shareholder Value Lost › 50 Del Taco stores closed since Del Taco acquisition, including 18 Colorado Del Taco locations in 2025 Acquisition Price $575 million › SSS for Del Taco declined consecutively for 8 quarters, culminating in a −3.6% decline Sale Price
Slide 26: The Del Taco Sale to Yadav Raises Shareholder Alignment and Execution Concerns
The Del Taco Sale to Yadav Raises Shareholder Alignment and Execution Concerns › Jack in the Box sold Del Taco to Yadav Enterprises, one of the largest franchise operators in the JACK system. › Yadav Enterprises operates between 220-230 Jack in the Box locations as part of a 310+ restaurant, multi-b
Slide 27: JACK's Capital Allocation Record is Abysmal
JACK’s Capital Allocation Record is Abysmal. Despite Investing ~$800 million in Capex in Last Five Years, the Board Has Destroyed ~$1.4 billion of Shareholder Value Cumulative Capex ($ millions) Market Cap. Acquisition of Del Taco Purchases of property and equipment, net End FY20 $1,831.6 million (S
Slide 28: Poor Operating Performance and Capital Allocation have Led to Deteriorating Leverage
JACK’s Poor Operating Performance and Dismal Capital Allocation Decisions have Led to Deteriorating Leverage Metric Total Debt/Adj. EBITDA ratio 6.33 5.76 5.43 5.23 3.90 FY'21 FY'22 FY'23 FY'24 FY'25 Source: Company 10-K and other SEC filings; FactSet 28
Slide 29: Jack on Track
Jack on Track
Slide 30: "Jack on Track" Core Strategic Initiative (Launched April 23, 2025)
“Jack on Track” Core Strategic Initiative (Launched April 23, 2025) Key Elements of Jack on Track Program “Accelerate cash flow by selling a select number of › Even if all proposed actions are owned real estate holdings” executed, how does this plan actually create shareholder value? “Discontinue it
Slide 31: Analyst Commentary Highlight the Skepticism About JACK's Ability to Achieve Positive Outcome
Analyst Commentary Highlight the Skepticism About JACK’s Ability to Achieve Positive Outcome in the Near Term “Visibility remains limited, including around timing & “… the initiatives will take time & come with outsized risk and an magnitude of the SSS recovery, and ultimately the return overall lac
Slide 32: Store Closures Confirm Years of Underperformance
Store Closures Confirm Years of Underperformance Jack in the Box Store Closures (Not Including Del Taco) “The block closure program will result in the closure Store Closures of ~150–200 underperforming restaurants.” - Jack in the Box Inc. ‘Jack on Track’ Press Release, Apr 23, 2025 75 “Store margins
Slide 33: The 'Jack on Track' Strategic Plan Has Seemingly FAILED to Restore Credibility
The ‘Jack on Track’ Strategic Plan Has Seemingly FAILED to Restore Credibility. Initial Market Reaction Was Negative. JACK’s TSR Continues to Underperform 1-day TSR of Strategic Plan Announcement TSR since Strategic Plan Announcement (April 23, 2025 to April 24, 2025) (April 23, 2025 to Jan 30, 2026
Slide 34: Consensus Estimates Imply Little Confidence in the New Plan
Consensus Estimates Imply Little Confidence in the New Plan as Reflected in Massive Downward Revision in Mean Target Price Since the CEO Appointment Appointment of Lance Jack on Track Tucker as Permanent Strategic Plan CEO announcement (as of March 31, 2025) (April 23, 2025) Jan 30, 2026 Mean Target
Slide 35: Governance
Governance
Slide 36: Governance Failures Underlying JACK's Underperformance
Governance Failures Underlying JACK’s Underperformance Maintained an over-tenured and misaligned Board, including four long-serving directors, with below-peer restaurant and quick service restaurant (QSR) operating expertise despite years of deteriorating performance and escalating operational compl
Slide 37: Chairman Goebel Has Continued to Demonstrate Poor Governance
Chairman Goebel Has Continued to Demonstrate Poor Governance Through Failed Initiatives and Poor Oversight › Prolonged underperformance: JACK’s Total Shareholder Return since Chairman Goebel assumed the role of Board Chair: (67.7%) › Value-destructive capital allocation: Approved the Del Taco acquis
Slide 38: Chairman Goebel's Lack of Contemporary Experience Has Coincided With Prolonged Underperformance
Chairman Goebel’s Lack of Contemporary Experience Has Coincided With Prolonged Underperformance and Poor Strategic Choices › Began as a Director in December 2008, Non-Executive Chairman in June 2020 › Since his appointment as Chairman: › JACK has experienced prolonged decline in shareholder value ›
Slide 39: Chairman Goebel Approved a Major Acquisition That Resulted in Significant Value Destruction
Chairman Goebel Approved a Major Acquisition That Resulted in Significant Shareholder Value Destruction Acquisition Price $575 million Sale Price $119 million Shareholder Value Destroyed ($456) million › Approved the acquisition of Del Taco, positioning it as a strategic growth and diversification o
Slide 40: Chairman Goebel Has Applied a Double Standard in His Conflict-of-Interest Claims
Slide title Goebel Chairman here Has Applied a Double Standard in His Conflict-of-Interest Claims David L. Goebel David L. Goebel › Non-Executive Board Chair › Compensation Committee Chair › Compensation Committee Member › Nominating and Corporate › Nominating & Governance Governance Committee Membe
Slide 41: Under Chairman Goebel JACK Has Retained Too Many Incumbent Directors Without Relevant Experience
Under Chairman Goebel JACK Has Retained Too Many Incumbent Directors Without Relevant Experience Tenured Board Directors Michael W. Murphy James M. Myers Madeleine Kleiner Vivien M. Yeung Independent Director, Member of the Audit Independent Director, Independent Director, Independent Director, Role
Slide 42: Recent Additions to the Board Lack Experience and Skills Relevant to JACK
Recent Additions to the Board Under Chairman Goebel's Oversight Lack Experience and Skills Relevant to JACK GreenWood Nominees Recent Refreshment Director Enrique Ramirez Guillermo Diaz, Jr. Mark King Alan Smolinisky Diretcor Since September 26, 2022 January 15, 2024 November 7, 2025 Finance and gro
Slide 43: Greenwood Agreement and Nominees: Defensive 'White Knight' Strategy
Greenwood Agreement and Nominees: Chairman Goebel Chose a Defensive ‘White Knight’ Strategy With Limited Strategic or Shareholder Value The GreenWood cooperation agreement resulted in incremental director additions with no restaurant turnaround experience. Despite multi-year negative same-store sale
Slide 44: Greenwood Director: Mark King Is a Sports & Fitness Professional
Greenwood Director: Mark King Is a Sports & Fitness Professional With a Brief Stint in the Restaurant/QSR Space • BIG3 Basketball League — Chairman of the Board (Feb 2024 – Present) › 42 years of experience in sports/fitness, ~4 yrs in the restaurant • Party City — Member, industry (at Taco Bell) Bo
Slide 45: Greenwood Director: Alan Smolinisky's Background Adds Virtually No Value
Greenwood Director: Alan Smolinisky’s Background Adds Virtually No Value to JACK’s Board › Brings no restaurant operating experience and no prior public company Board experience, limiting relevance for a challenged QSR operator. › Background is concentrated in real estate and investment activities (
Slide 46: In Order for JACK to Succeed, We Believe It Must Focus on the Following
In Order for JACK to Succeed, We Believe It Must Focus on the Following Relevant Restaurant Category Execution - QSR operating experience in American / burger / chicken- adjacent concepts, including late-night, value, and breakfast execution Turnaround & System Repair - Proven restaurant turnaround
Slide 47: Appendix
Appendix
Slide 48: Board Refreshment in Agreement With GreenWood Remains Misaligned With JACK's Needs
Board Refreshment in Agreement With GreenWood Remains Misaligned With JACK’s Needs The GreenWood cooperation agreement resulted in incremental director additions that did not add a single Board member with experience turning around a declining U.S. quick-service restaurant system, despite multi-year
Slide 49: Biglari Capital's Track Record at Steak 'n Shake: Operational Turnaround
Biglari Capital’s Track Record at Steak ‘n Shake: Operational Turnaround Steak n Shake Leads in Latest Quarterly Same Store Sales (North America) 15.0% > In 2020, Mr. Biglari successfully transformed the business 7.0% model from full-service to self-service while implementing a 5.2% new owner-operat
Slide 50: Biglari Holdings Total Shareholder Return Has Massively Outperformed JACK
Biglari Holdings Total Shareholder Return (“TSR”) Has Massively Outperformed JACK 5-year TSR as of unaffected date of July 10, 2025 397.8% (65.6%) Source: FactSet 50