DEF 14A of Red Robin Gourmet Burgers Inc, Apr 4, 2024

DEF 14A of Red Robin Gourmet Burgers Inc

Filed Apr 4, 2024 · FY20230001104659-24-043628

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | | Page | | COMPENSATION COMMITTEE REPORT | 40 | | 2023 EXECUTIVE COMPENSATION TABLES | 41 | | Summary Compensation Table | 41 | | Grants of Plan-Based Awards | 42 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 43 | | Options Exercises and Stock Vested | 44 | | Non-qualified Deferred Compensation | 44 | | Employment Agreements, Separation Arrangements, and CIC Plan | 45 | | Pay Versus Performance Disclosure | 53 | | Financial Performance Measures | 55 | | CEO Pay Ratio | 57 | | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 58 | | Vote Required | 58 | | Board Recommendation | 58 | | PROPOSAL 3: APPROVAL OF THE 2024 PERFORMANCE INCENTIVE PLAN | 59 | | Summary Description | 61 | | Vote Required | 66 | | Board Recommendation | 66 | | PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 | | Evaluation of Auditor | 67 | | Principal Accountant Fees and Services | 67 | | Audit Committee’s Pre-Approval Policies and Procedures | 68 | | Vote Required | 68 | | Board Recommendation | 68 | | AUDIT COMMITTEE REPORT | 69 | | VOTING PROCEDURES AND INFORMATION | 70 | | Voting Information | 70 | | Votes Required for Each Proposal | 71 | | ADDITIONAL INFORMATION | 72 | | Attendance at the Meeting | 72 | | Determination of Quorum | 72 | | Revocability of Proxies | 72 | | Proxy Solicitation Costs | 72 | | Delivery of Proxy Materials | 73 | | “Householding” of Proxy Materials | 73 | | Other Business | 73 | | STOCK OWNERSHIP INFORMATION | 73 | | Stock Ownership of Directors and Management | 74 | | Delinquent Section 16(a) Reports | 76 | | Equity Compensation Plan Information | 76 | | Proposals for inclusion in 2025 Proxy Statement | 77 | | Proposals to be addressed at 2025 Annual Meeting (but not included in Proxy Statement) | 77 |

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The following provides summary information about each director nominee. Our director nominees possess a range of diverse skills, backgrounds, experience, and viewpoints that we believe are integral to an effective board. Detailed information about each individual’s qualifications, experience, skills, and expertise can be found starting on page 9.

  3. ELECTION OF DIRECTORS

    | Director Nominee | Age | Director Since | Principal Occupation | Independent | Committee Assignments | | Anthony S. Ackil | 49 | 2020 | Chief Executive Officer of Streetlight Ventures | ✓ | *CC, AC | | Thomas G. Conforti | 65 | 2019 | Former Senior Advisor, Executive Vice President and Chief Financial Officer, Wyndham Worldwide | ✓ | *FC, AC | | G.J. Hart | 66 | 2019 | President and Chief Executive Officer, Red Robin | | | | Steven K. Lumpkin | 69 | 2016 | Consultant, Former Executive Vice President, Chief Financial Officer, and Director, Applebee’s | ✓ | *AC, FC | | David A. Pace | 65 | 2019 | Former Co-Chief Executive Officer, Tastemaker Acquisition Corporation; Former CEO, Jamba Juice | ✓ | (C), CC | | Allison Page | 39 | 2020 | Co-Founder and President, SevenRooms | ✓ | FC, NGC | | Nicole Miller Regan | 49 | 2023 | Head of Strategy and former Chief Financial Officer, 7 Brew; Former Managing Director/Senior Restaurant Analyst and Head of Consumer Equity Research Practice, Piper Sandler | ✓ | AC, FC | | Anddria Varnado | 38 | 2021 | GM and Head of the Consumer Business, Kohler Company | ✓ | CC, NGC |

  4. ELECTION OF DIRECTORS

    | AC | Audit Committee | (C) | Denotes Chair of the Board | | CC | Compensation Committee | * | Denotes Chair of the Committee | | NGC | Nominating and Governance Committee | FC | Finance Committee |

  5. ELECTION OF DIRECTORS

    Director Cambria Dunaway will continue her service as a chair of the Nominating and Governance Committee until her departure at the conclusion of the 2024 annual meeting. At such time, Ms. Page will assume the chair of the Nominating and Governance Committee, and Mr. Pace will join the Nominating and Governance Committee.

  6. DIRECTOR NOMINEE STATISTICS

    DIRECTOR NOMINEE STATISTICS

  7. DIRECTOR NOMINEE STATISTICS

    | 88.9% | 44.4% | 11.1% | 25% | 55.7 | 5.0 | | Independence | Gender Diversity | Racial/Ethnic Diversity | Board committees chaired by women | years Average Age | years Average Tenure |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  9. HOW OUR DIRECTORS ARE SELECTED, QUALIFIED, AND ELECTED

    HOW OUR DIRECTORS ARE SELECTED, QUALIFIED, AND ELECTED Our Board of Directors is highly engaged and committed to effective governance as reflected in the following actions: • effective management of a recent CEO succession process • design and oversight of compensation plans that emphasize internal and external pay parity and that align our executives’ interests with those of stockholders • creation and maintenance of good governance principles and practices that receive high scores from leading governance third parties • steady refreshment of their own membership As of the date of this proxy statement, 88.9% of our Board is independent. Our Board of Directors currently consists of nine directors, all of whom are independent except our CEO. Ms. Dunaway will retire and finish her Board service at the conclusion of the 2024 annual meeting. Following the annual meeting, if all director nominees are elected, all of our directors will be independent except for our CEO. Following Ms. Dunaway’s departure from the Board, the Board size will be reduced to eight members. Ms. Dunaway will continue her service as chair of the Nominating and Governance Committee until her departure at the conclusion of he 2024 annual meeting. At such time, Ms. Page will assume the chair of the Nominating and Governance Committee, and Mr. Pace will join the Nominating and Governance Committee. The Board may decide at a later time to add one or more directors who possess skills and experience that may be beneficial to our Board and the Company. All of our directors are elected on an annual basis for a one-year term. The directors elected at this annual meeting will serve in office until our 2025 annual meeting of stockholders or until their successors are duly elected and qualified. Each of our nominees has consented to serve if elected, and we expect each of them will be able to serve if elected. If any of our nominees should become unavailable to serve as a director, our Board of Directors can name a substitute nominee, and the persons named as proxies in the proxy card, or their nominees or substitutes, will vote your shares for such substitute nominee unless an instruction to the contrary is written on your proxy card. The Board recommends that you vote FOR all of the Board’s nominees to serve as directors of the Company.

  10. Selecting Nominees for Director

    Selecting Nominees for Director Our Board has delegated to the Nominating and Governance Committee the responsibility for reviewing and recommending nominees for director. The Board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the Nominating and Governance Committee. In evaluating a director candidate, the Nominating and Governance Committee considers the candidate’s independence; character; corporate governance skills and abilities; business experience; industry specific experience; training and education; commitment to performing the duties of a director; and other skills, abilities, or attributes that fill specific needs of the Board or its committees. Our Board is committed to diversity and the Nominating and Governance Committee considers diversity in business experience, professional expertise, gender, and ethnic background, along with various other factors when evaluating director nominees. The Nominating and Governance Committee will use the same criteria in evaluating candidates suggested by stockholders. The Nominating and Governance Committee is authorized under its charter to retain, at our expense, outside search firms and any other professional advisors it deems appropriate to assist in identifying or evaluating potential nominees for director.

  11. Director Nominees

    Director Nominees Below, you can find the principal occupation and other information about each of our director nominees standing for election at the annual meeting. Information related to each of our director nominee’s key attributes, experience, and skills, as well as their recent public company board service is included with each director’s biographical information. Our Board is comprised of highly diverse leaders with relevant experience and leadership in each of the key areas of greatest importance to our financial and more general sustainability. These attributes are core to our ability to be nimble and take advantage of opportunities as they arise. In 2024, eight of our nine current directors are standing for re-election. Ms. Dunaway will retire and conclude her Board service effective upon the conclusion of the annual meeting.

  12. Director Nominees

    | Anthony S. Ackil, 49 Director Since: March 2020 Current Committees: ■ Compensation (Chair) ■ Audit Other Board Service: Project Bread (2018-present) Tio Juan’s Margaritas (2018-present) B.GOOD (2004-2021) b.good Family Foundation (2014-2021) | BIOGRAPHY • Mr. Ackil currently serves as CEO of Streetlight Ventures, a private restaurant management platform that supports, manages, acquires, and invests in small to mid-sized restaurant brands, having founded the company in 2019. • Previously, from 2004 to 2018, he served as CEO of B.GOOD, a healthy fast casual brand that grew to over 80 locations under his leadership. Earlier in his career, he worked as a consultant for IBM, focusing on internet strategy and corporate structure, and as a consultant at PricewaterhouseCoopers. • Mr. Ackil holds a B.A. in government from Harvard University. DIRECTOR QUALIFICATIONS • Mr. Ackil brings to the Board of Directors more than 18 years of executive experience in the restaurant industry, both as the chief executive of a fast casual brand, and as the chief executive of a restaurant management platform, which has enabled him to cultivate deep strategy expertise and understanding of the operations of numerous brands across the industry. Mr. Ackil also brings to our Board prior experience in technology, accounting, and finance, all of which provide him with the qualifications and skills to serve as a director. |

  13. Director Nominees

    | Thomas G. Conforti, 65 Director Since: August 2019 Current Committees: ■ Finance (Chair) ■ Audit Other Board Service: Vista Life Innovations (2020-present) American School for the Deaf (2020-present) eMind LLC (2000-2005) | BIOGRAPHY • From 2017 to 2018, Mr. Conforti served as Senior Advisor to Wyndham Worldwide, where he advised on strategic transactions. • Previously, from 2009 to 2017, served as Executive Vice President and Chief Financial Officer for Wyndham Worldwide, during which time the company’s total stockholder return (TSR) significantly outperformed the market and where Mr. Conforti had direct responsibility for finance, technology, real estate, and purchasing functions. Additionally, from 2002 to 2008, Mr. Conforti served as the Chief Financial Officer for IHOP/Dinequity. Earlier in his career, he served in leadership positions at The Walt Disney Company overseeing various lines of business, including catalog, U.S. book and magazine publishing and global merchandise licensing, as well as leadership positions at PepsiCo, Inc. and KB Home, among others. Mr. Conforti has also served as a Senior Fellow at Harvard’s Advanced Leadership Initiative. DIRECTOR QUALIFICATIONS • Mr. Conforti’s experience as a chief financial officer at several leading public companies across the restaurant and hospitality industries for almost two decades has given him unique knowledge of and experience with complex financial matters, as well as relevant experience in corporate finance and in financial and corporate administration. Mr. Conforti also brings more than 30 years of financial and corporate leadership experience, with expertise in strategy and business transformation including by overseeing corporate turnarounds, as well as expertise in marketing and consumer insights, all of which provide Mr. Conforti with the qualifications and skills to serve as a director. | | G.J. Hart, 66 Director Since: August 2019 Other Public Company Board Service: Portillo’s (2014-present) Other Board Service: National Restaurant Association (2024-present) Blessings In A Backpack (2023-present) James Madison University of Business (2005-present) The Hart School (2006-present) Past Public Company Board Service: Texas Roadhouse (2004-2011) | BIOGRAPHY • Mr. Hart has served as our President and Chief Executive Officer since September 2022 and has served on our Board of Directors since August 2019. • Previously, Mr. Hart served as Chief Executive Officer for Torchy’s Tacos, a privately-held fast-casual restaurant concept, from 2018 until his retirement in December 2021. From 2011 to 2018, he served as Executive Chairman and Chief Executive Officer of California Pizza Kitchen. From 2000 to 2011, he served as President of Texas Roadhouse Holdings, LLC, and as Chief Executive Officer and member of the board from 2004 to 2011, during which time the company’s TSR outperformed the market and the company increased revenues from $63 million to over $1 billion. Earlier in his career, he held leadership positions at TriFoods International, New Zealand Lamb Company, and Shenandoah Valley Poultry, among others. DIRECTOR QUALIFICATIONS • Mr. Hart’s more than 35 years of leadership in the food and beverage industry and his proven track record of driving growth, innovation, and turnarounds, as well as his current leadership of our company as Chief Executive Officer, provide him with the qualifications and skills to serve as a director. |

  14. Director Nominees

    | Steven K. Lumpkin, 69 Director Since: August 2016 Current Committees: ■ Audit (Chair) ■ Finance Other Board Service: Hodgdon Powder Company (2015-present) Trading Company Holdings, LLC (2015-2022) Fiorella Jack’s Stack Restaurant Group (2009-present) Trabon Companies (2013-2020) Past Public Company Board Service: Applebee’s International, Inc. (2004-2007) | BIOGRAPHY • Mr. Lumpkin currently serves as Principal of Rolling Hills Capital Partners, a consulting firm. • From 1995 until retirement in 2007, he served in various executive positions at Applebee’s International, Inc., including as Chief Financial Officer and Treasurer from 2002 to 2007, during which time the company’s TSR outperformed the market, and Director from 2004 to 2007. Previously, he served as Executive Vice President and Director at Kimberly Quality Care, Inc. • Mr. Lumpkin holds a B.S. in Accounting from the University of Missouri-Columbia and is a CPA. DIRECTOR QUALIFICATIONS • Mr. Lumpkin’s more than 30 years of corporate leadership experience, including in the healthcare and management consulting industries, has provided him with extensive business, management and corporate governance experience, including in M&A and business transformation. His financial executive leadership of Applebee’s also enables him to bring to our Board significant industry knowledge, particularly with respect to financial and accounting matters, all of which provide him with the qualifications and skills to serve as a director. | | David A. Pace, 65 Director Since: August 2019 (Board Chair since November 2019) Current Committees*: ■ Compensation * As of the date of the annual meeting, Mr. Pace will begin service on the Nominating and Governance Committee Other Public Company Board Service: Farmer Bros. Co (January 2023-present) Other Board Service: Dallas Stars Ownership Advisory Board (2017-present) Authentic Restaurant Brands (April 2022-present) Past Public Company Board Service: Tastemaker Acquisition Corporation (2020-2023) Jamba Juice (2012-2018) | BIOGRAPHY • Mr. Pace currently serves as independent Chair of the Board of Farmer Bros. Co. • From 2020 to 2023, Mr. Pace served as Co-Chief Executive Officer of Tastemaker Acquisition Corporation, a special purpose acquisition company focusing on the restaurant, hospitality, and related technology and service sectors. Prior to that, from 2012 to 2018, he served as Director of Jamba Juice and as CEO from 2016 to 2018, during which the company delivered 8 consecutive quarters of comparable store sales growth that exceeded the industry benchmark, exited non-core and underperforming business units, and successfully merged with Focus Brands. From 2014 to 2016, Mr. Pace served as President of Carrabba’s Italian Grill, and as Executive Vice President and Chief Resource Officer of Bloomin’ Brands from 2010 to 2014. Previously, he held executive positions with Starbucks Coffee Company, PepsiCo, Inc., and Yum! Brands, Inc. DIRECTOR QUALIFICATIONS • Mr. Pace brings more than 30 years of leadership in the restaurant, hospitality and related technology and service sectors, where he has been responsible for key strategic transformations and financial performance turnarounds. Mr. Pace’s executive positions at a range of public and private companies across the food and hospitality market and in related industries enables him to bring a unique skillset in food and beverage retail, consumer products and corporate governance, all of which provide him with the skills and qualifications to serve as a director. |

  15. Director Nominees

    | Allison Page, 39 Director Since: February 2020 Current Committees: ■ Nominating and Governance* ■ Finance As of the date of the annual meeting, Ms. Page will begin service as Chair of the Nominating and Governance Committee Other Board Service: SevenRooms, Inc. (2011-present) Pillsbury Institute for Hospitality Entrepreneurship at Cornell University (2018-present) | BIOGRAPHY • Ms. Page is the co-Founder and Chief Product Officer of SevenRooms, a privately-held data-driven operations, marketing, and guest engagement platform that empowers hospitality operators to maximize revenue, build brand loyalty, and enable personalized experiences. Since SevenRooms’ founding in 2011, she has been responsible for driving product innovation; defining the company’s product roadmap, vision, and strategic positioning; and scaling the platform to over 1,000 cities worldwide. She has been named one of Hospitality Technology’s 2019 “Top Women in Restaurant Technology,” named one of Crain’s “40 under 40” in 2022, and named a “Woman of Influence” in 2022 by the New York Business Journal, and SevenRooms was named to Inc.’s annual list of Best Workplaces for 2022. Ms. Page began her career in investment banking at Credit Suisse. • Ms. Page holds a B.S. in Finance and Real Estate from The Wharton School, University of Pennsylvania. DIRECTOR QUALIFICATIONS • Ms. Page’s experience as an entrepreneur in the hospitality industry and launching, building and commercializing high-growth technology platforms at scale across global restaurant, hotel and entertainment brands has enabled her to gain unique and extensive experience in the areas of technology, guest experience, guest engagement, data analytics, consumer trends and M&A experience, all of which provide her with the qualifications and skills to serve as a director. | | Nicole Miller Regan, 49 Director Since: August 2023 Current Committees: ■ Audit ■ Finance Other Board Service: Tacombi (2023-present) Culinary Institute of America (2020-present) | BIOGRAPHY • Ms. Miller Regan serves as Head of Strategy for 7 Brew, a fast-growing predominantly franchised network of drive-thru, beverage-only stands. She previously served as the Chief Financial Officer of 7 Brew from 2022 to 2023. • Previously, from 2006 to 2022, Ms. Miller Regan served as managing director/senior restaurant analyst and head of the consumer equity research practice at Piper Sandler, a leading investment bank. • Ms. Miller Regan holds a B.A. from College of St. Benedict and an M.B.A. from Tulane University. DIRECTOR QUALIFICATIONS • Ms. Miller Regan’s experience managing accounting and financial functions as a Chief Financial Officer as well as her ongoing business transformation and strategic planning leadership in addition to her prior experience conducting financial due diligence on public companies in the restaurant and hospitality business during her investment banking career, have enabled her to bring to the Board significant industry knowledge and financial and accounting expertise, all of which provide her with the skills and qualifications to serve as a director. |

  16. Director Nominees

    | Anddria Varnado, 38 Director Since: March 2021 Current Committees: ■ Nominating and Governance ■ Compensation Other Public Company Board Service: Columbia Banking System, Inc., f/k/a Umpqua Holdings Corporation (2018-present) | BIOGRAPHY • Since December 2020, Ms. Varnado has served as GM and Head of the Consumer Business at Kohler Company, a global leader in home products, hospitality destinations, and systems where she is responsible for consumer channels and ecommerce sales. • Previously, from 2019 to 2020, Ms. Varnado served as Vice President and Head of Strategy and Business Development at Macy’s where she was responsible for the strategic evaluation of the future of the store and consumer. From 2016 to 2019, she served as Vice President and Head of Strategy and Business Development at Williams-Sonoma. Her prior roles include Management Consultant at ZS Associates and leadership roles at New York Life Insurance Company. Ms. Varnado began her career as a corporate banking analyst at Citigroup. • Ms. Varnado holds a B.A. in Business Administration from Clark Atlanta University and an M.B.A. from Harvard Business School. DIRECTOR QUALIFICATIONS • Ms. Varnado’s prior experience in business development and strategy at leading global brands across multiple industries has provided her with deep expertise in the areas of technology strategy, business transformation and strategic planning and development. She also has extensive experience in consumer insights and innovation and consumer engagement, most recently through her work with Kohler, all of which provides Ms. Varnado with the skills and qualifications to serve as a director. |

  17. Additional Biography

    Additional Biography Below is the principal occupation and other biographical information for Ms. Dunaway, who will retire and conclude her Board service effective upon the conclusion of the annual meeting.

  18. Additional Biography

    | Cambria W. Dunaway, 60 Director Since: June 2014 Current Committees: ■ Nominating and Governance (Chair) Other Public Company Board Service: Planet Fitness Inc. (2017-present) Other Board Service: Go Health (2017-2021) FLO (2022-present) Past Public Company Board Service: Nordstrom FSB (2014-2017) Marketo (2015-2016) Brunswick Corporation (2006-2014) | BIOGRAPHY • Since 2022, Ms. Dunaway has provided executive coaching and board and advisement services. • Previously, from 2018 to 2022, Ms. Dunaway served as Chief Marketing Officer for Duolingo, a language education platform. Since 2017, she has served as a director of Planet Fitness, where she also serves as Chair of the nominating and governance committee. Previously, she served as a private consultant supporting organizations with strategic initiatives to accelerate growth and innovation, and coached leaders on how to achieve maximum results, impact, and enjoyment. From 2010 to 2014, Ms. Dunaway served as the U.S. President and Global Chief Marketing Officer of KidZania, an international location-based entertainment concept focused on children’s role-playing activities. From 2007 to 2010, she served as Executive Vice President for Nintendo, with oversight of all sales and marketing activities for the company in the United States, Canada, and Latin America. From 2003 to 2007, Ms. Dunaway served as Chief Marketing Officer for Yahoo!, and previously in various leadership roles in sales and marketing at Frito- Lay for 13 years, including serving as the company’s Chief Customer Officer and as Vice President of Kids and Teens Marketing. • Ms. Dunaway holds a B.S. in business administration from the University of Richmond and an M.B.A. from Harvard Business School. |

  19. Stockholder Submission of Director Nominees

    Stockholder Submission of Director Nominees A stockholder may submit the name of a director candidate for consideration by the Nominating and Governance Committee by writing to: Nominating and Governance Committee of the Board of Directors, Red Robin Gourmet Burgers, Inc., 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112. The stockholder must submit the following information in support of the candidate: (a) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (ii) the class and number of shares of the Company that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder’s notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company, and (iv) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees.

  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The compensation program for our non-employee directors is set forth in the table below. Each year, the Compensation Committee, in consultation with its independent consultant, evaluates the compensation program to assess its alignment with the market, taking into consideration the time commitment and responsibilities of the directors. Effective May 2023, the Compensation Committee approved an increase in the annual cash retainers and equity awards payable to Board members, as reflected below. This was the first increase in non-employee director compensation since 2018 (with the exception of the cash retainer for the Chair of the Nominating and Governance Committee, which was increased in 2020). In addition to the compensation disclosed below, directors are eligible to receive meal discounts at Red Robin restaurants on the same basis of other senior leaders of the Company.

  21. DIRECTOR COMPENSATION

    | Annual Retainers | Each non-employee director of the Company receives an annual cash retainer of $75,000 (previously $70,000), payable in substantially equal quarterly installments in advance. The chair of the Board and the chair of each committee receive additional cash retainers to account for the increased responsibilities and time commitments of the positions, payable in substantially equal quarterly installments in advance, as follows: | | | | | | Current | Prior | | | Chair of the Board | $95,000 | $85,000 | | | Chair of Audit Committee | $25,000 | $15,000 | | | Chair of Compensation Committee | $17,500 | $12,500 | | | Chair of Nominating and Governance Committee | $12,500 | $10,000 | | | Chair of Finance Committee | $12,500 | $10,000 | | Equity Awards | Each non-employee director receives an annual grant of restricted stock units with a grant date value of approximately $120,000 (previously $110,000) and a vesting term of one year or the date of the next annual meeting of stockholders, whichever is earlier. The vesting term is consistent with the Company’s declassification of its Board of Directors with annual elections for one-year terms (until the next annual meeting) in accordance with governance best practices. | | |

  22. 2023 Director Compensation

    2023 Director Compensation The following table sets forth a summary of the compensation earned by our non-employee directors in fiscal 2023.

  23. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Anthony S. Ackil | 83,866 | 127,540 | — | 211,406 | | Thomas G. Conforti | 84,599 | 127,540 | — | 212,139 | | Cambria W. Dunaway | 84,599 | 127,540 | — | 212,139 | | Steven K. Lumpkin | 94,250 | 127,540 | — | 221,790 | | David A. Pace | 164,202 | 127,540 | — | 291,742 | | Allison Page | 73,055 | 127,540 | — | 200,595 | | Nicole Miller Regan | 28,613 | 77,477 | — | 106,090 | | Anddria Varnado | 73,055 | 127,540 | — | 200,595 |

  24. 2023 Director Compensation

    (1) Reflects each director’s annual cash retainer, including additional fees for serving as Board or committee chair. Ms. Miller Regan received a prorated amount of the annual cash retainer based on her appointment date of August 14, 2023. Each director, other than Ms. Miller Regan, was awarded 9,202 restricted stock units in May 2023. The target value of the annual equity grant was $120,000 divided by the 30-day average share price of $13.04 to determine the number of shares granted. The fair value of such restricted stock units was computed in accordance with the guidance for accounting for stock compensation at the closing price on the date of grant of $13.86 per share. The target value of Ms. Miller Regan’s annual equity grant was $120,000, prorated based on her appointment date of August 14, 2023, and divided by the 30-day average share price of $12.51 to determine the number of shares granted. All such restricted stock units are subject to vesting in full one year from the date of grant, or the date of the next annual meeting of stockholders, whichever is earlier. As of the end of the fiscal year 2023, the aggregate number of options and restricted stock units outstanding for each non-employee director is set forth below. Note that the Company has not utilized stock option grants as compensation for its non-employee directors since 2016. Options are considered outstanding until exercised and restricted stock units are considered outstanding until vested and paid.

  25. 2023 Director Compensation

    | Directors | Options | Restricted Stock Units | | Anthony S. Ackil | — | 9,202 | | Thomas G. Conforti | — | 9,202 | | Cambria W. Dunaway | 5,000 | 9,202 | | Steven K. Lumpkin | 5,000 | 9,202 | | David A. Pace | — | 9,202 | | Allison Page | — | 9,202 | | Nicole Miller Regan | | 7,323 | | Anddria Varnado | — | 9,202 |

  26. Short-Term Performance-Based Incentive

    Short-Term Performance-Based Incentive • Adjusted EBITDA remained the primary measure of our short-term incentive (STI) program in 2023, but the weighting was increased from 80% to 85% (with 60% based on annual Adjusted EBITDA and 25% based on a cumulative quarterly Adjusted EBITDA). Achievement of a G&A Expenses target made up the remaining 15% weighting, with the opportunity to increase the G&A Expenses payout percentage through the accomplishment of certain strategic area focus objectives. • Based on the recent appointment dates of our current named executive officers and peer compensation levels, the Compensation Committee did not make any year over year adjustments to individual target cash award values (as a percentage of salary) in 2023.

  27. Long-Term Performance-Based Incentive

    Long-Term Performance-Based Incentive • The structure of our long-term incentive (LTI) program opportunities in 2023 for our named executive officers consisted of PSUs (50% weight) and RSUs (50% weight). The long-term incentive program continued to use relative TSR as a pre-established performance target for a three-year cumulative performance period. • Based on the recent appointment dates of our current named executive officers and peer compensation levels, the Compensation Committee did not make any year over year adjustments to individual target LTI award values (as a percentage of salary) in 2023.

  28. 2023 EXECUTIVE COMPENSATION OUTCOMES

    2023 EXECUTIVE COMPENSATION OUTCOMES As described above, 2023 was a successful transformational year for the Company. Our North Star five-point plan came to life, setting the stage for future growth and success. We made fundamental moves to establish a strong base to build upon in the years ahead, and made significant improvements across the business to strengthen our position, the guest experience, our teams, our people, and our culture. As a result of our efforts, our 2023 performance exceeded our targets under the STI. We grew Adjusted EBITDA to $68.9 million, a 33% year over year increase. Consistent with our commitment to a pay for performance compensation philosophy, based on 2023 performance, the Compensation Committee: ✓ Approved a payout of the annual performance-based cash incentive program totaling 130.12%, including 129.55% payout for the Adjusted EBITDA measure (85% weight) and 133.33% payout for achievement of the G&A target and strategic area objectives (15% weight). In 2023, our Adjusted EBITDA measure was broken into five performance periods: four cumulative quarterly periods and an annual period. Each quarter resulted in the maximum 100% payout, with a 29.55% adjustment at year end based on exceeding the target. ✓ Certified relative TSR performance was below the 25th percentile of the 12-Company Peer-Group resulting in no payout of PSU awards granted in 2021 (for the 2021-2023 performance period). None of our current named executive officers held 2021 PSUs. ✓ Made no adjustments to in-progress and outstanding long-term incentive awards. See “Compensation Discussion and Analysis—Key Components of our Executive Compensation Program—Incentive-Based Compensation” for further information on the annual performance based and long-term incentive based programs.

  29. PAY FOR PERFORMANCE ALIGNMENT

    PAY FOR PERFORMANCE ALIGNMENT Our compensation program is designed to pay for performance and is comprised of performance- based short-term and long-term incentive awards. Such compensation varies in value and is at-risk of forfeiture or reduced payout if performance goals are not achieved or our stock price declines. Performance metrics used for the annual and long-term incentive programs are reviewed and approved by the Compensation Committee. Restricted stock units vest ratably over multiple years, the value of which is dependent, in whole or in part, on an increase in the Company’s stock price. Performance stock units vest at the end of the three-year performance period if the Company achieves certain Relative Total Shareholder Return goals.

  30. OVERVIEW

    OVERVIEW ✓ Executive compensation decisions are made by our Compensation Committee, which is comprised solely of independent directors. ✓ When making compensation decisions, our Compensation Committee receives input from its independent compensation consultant and recommendations from our CEO for the CEO’s direct reports. Our Compensation Committee reviews benchmarking data of a peer group of restaurant companies as one input into the pay decision process. Other factors that influence pay decisions include, but are not limited to Company performance, individual performance, succession planning, and retention.

  31. BENCHMARKING

    BENCHMARKING

  32. Restaurant Peer Group

    Restaurant Peer Group Our benchmarking group contains restaurant peer companies that were selected and approved by the Compensation Committee upon the recommendation of management and the Compensation Committee’s independent compensation consultant and are based on their similarity to us with respect to several criteria, including revenue size, business model, and scope. At the time of selection, the Company’s revenues were situated at approximately the median of the benchmarking group. The peer group used for 2023 consisted of the 18 restaurant companies identified in the chart below.

  33. Restaurant Peer Group

    | Peer Group | | | Biglari Holdings Inc. | Dine Brands Global, Inc. | | BJ’s Restaurants, Inc. | El Pollo Loco Holdings, Inc. | | Brinker International, Inc. | Fiesta Restaurant Group, Inc. | | Carrols Restaurant Group, Inc. | Jack in the Box Inc. | | The Cheesecake Factory Incorporated | Noodles & Company | | Chuy’s Holdings, Inc. | Papa John’s International, Inc. | | Cracker Barrel Old Country Store, Inc. | Ruth’s Hospitality Group, Inc.* | | Dave & Buster’s Entertainment, Inc. | Texas Roadhouse, Inc. | | Denny’s Corporation | The Wendy’s Company |

  34. Restaurant Peer Group

    * Ruth’s Hospitality Group, Inc. and Fiesta Restaurant Group, Inc. were both acquired during 2023, but were included in the our peer group pay study for 2023 compensation benchmarking prior to their acquisitions. The Compensation Committee uses competitive compensation data from the annual total compensation study of peer and other restaurant companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as company, individual performance, scope of responsibility, critical needs and skill sets, leadership potential, and succession planning. For 2024 compensation benchmarking, the Compensation Committee revised its peer group, removing Biglari Holdings Inc., Noodles & Company, Fiesta Restaurant Group, Inc., and Ruth’s Hospitality Group, Inc. and adding Bloomin’ Brands, Inc., First Watch Restaurant Group, Inc., and Portillo’s Inc.

  35. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT In 2023, Meridian Compensation Partners, LLC (“Meridian”) again served as the Compensation Committee’s independent compensation consultant. The independent compensation consultant assists with the Compensation Committee’s annual review of our executive compensation programs, cash and equity compensation practices, ongoing development of our executive compensation philosophy, and acts as an advisor to the Compensation Committee on compensation matters as they arise. The compensation consultant also advises the Compensation Committee on compensation for the Board of Directors. The Compensation Committee evaluated Meridian’s independence as its compensation consultant by considering each of the independence factors adopted by Nasdaq and the SEC. Based on such evaluation, the Compensation Committee believes no conflict of interest exists that would prevent Meridian from independently representing the Compensation Committee.

  36. RISK MITIGATION

    RISK MITIGATION The Compensation Committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking. The Compensation Committee concluded that our pay programs do not encourage unnecessary or excessive risk taking. The factors considered by the Compensation Committee include: • the general design philosophy of our compensation policies and practices for employees whose behavior would be most affected by the incentives established by our compensation policies and practices, as such policies and practices relate to or affect risk taking by employees on our behalf, and the manner of their implementation; • our risk assessment and incentive considerations in structuring our compensation policies and practices or in awarding and paying compensation; • how our compensation policies and practices relate to the realization of risks resulting from the actions of employees in both the short term and the long term; • our policies regarding adjustments to our compensation programs and practices to address changes in our risk profile; and • material adjustments we have made to our compensation policies and practices as a result of changes in our risk profile. The Compensation Committee believes it has mitigated unnecessary risk taking in both the design of the compensation plans and the controls placed upon them because: • payouts under our annual and long-term incentive compensation plans are capped; payouts under PSUs with relative TSR performance metric are capped at the target grant amount if Company TSR is negative; long-term incentives feature multiple components; performance is measured over multi-year periods with value dependent on share price as compared to a group of key competitors; • the Compensation Committee has the ability to reduce payouts under our incentive compensation plans in its discretion; • executives are subject to robust stock ownership guidelines; • executives are subject to anti-hedging and anti-pledging policies with respect to our common stock; • the performance goals under our incentive programs relate directly to the business plan approved by the Board of Directors; and • appropriate balance between our annual operating achievements and longer-term value creation, with a particular emphasis on longer-term value creation for our executives. The Compensation Committee completes this evaluation annually. Accordingly, based upon the foregoing, the Company believes the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  37. OVERVIEW

    OVERVIEW Our 2023 executive compensation program was comprised of three primary elements: (i) base salary, (ii) short-term incentive opportunity (STI) for an annual performance-based cash award, and (iii) long-term incentive opportunity (LTI) that consists of performance stock units (PSUs) based on a three-year performance period, and restricted stock units (RSUs). We believe the metrics used for both the STI and the LTI drive stockholder value. The goals for our incentive opportunities are linked to the Company’s financial and strategic business plans, as well as to stockholders through the use of total shareholder return (TSR). By design, “at-risk” pay (incentive pay subject to forfeiture or partial or complete loss of value) comprised approximately 83% of total target compensation for G.J. Hart, our CEO, and 60% of total target compensation for the other named executive officers who were employed at the end of the year as a group. The charts below reflect the portion of our named executive officers’ 2023 total target compensation that is considered at-risk.

  38. CEO

    CEO Our pay for performance compensation is further demonstrated in actual 2023 CEO compensation: • Based upon 2023 performance that exceeded target, our CEO in 2023 earned a 130.12% payout of STI in 2023. • The CEOs’ 2023 LTI compensation award links a substantial portion of pay directly to shareholder return with 50% comprised of PSUs that are based on relative TSR and completely at-risk and subject to a capped payout if Company TSR is negative. • No adjustments were made to in-progress and outstanding STI and LTI awards.

  39. Incentive-Based Compensation

    Incentive-Based Compensation Short-Term Incentive Opportunity (STI). Our STI is an annual performance-based cash incentive that is intended to reward certain employees, including named executive officers, for achieving annual financial performance and strategic goals that drive long-term, sustained creation of stockholder value. The Compensation Committee determines the STI opportunity and goals with reference to the annual portion of our multi-year strategic plan. The annual performance metrics are financial-based measures and strategic objectives that the Compensation Committee believes are aligned with our strategy. The Compensation Committee continually evaluates the measures against which we gauge our performance and may incorporate additional or alternative metrics to incentivize executives to achieve appropriate performance targets and respond to industry changes or market forces. The Compensation Committee approves payouts earned under the STI following review of actual results at the end of the year. The corresponding dollar payout value varies up or down depending on the actual performance level versus threshold, target, and maximum goals that are set at the beginning of the year. The Compensation Committee sets the payout ranges each year based on performance expectations and other factors. We believe our performance goals require “stretch” achievement and encourage superior performance. No payouts are earned if the threshold goals are not achieved. The Compensation Committee may also use various factors to exercise negative discretion when evaluating performance for purposes of awarding annual incentive compensation. Long-Term Incentive Opportunity (LTI). Our LTI consists of annual equity incentive grants designed to reward longer-term objectives over a period of several years and increase stockholder value, as well as to promote retention. The Compensation Committee determines the long-term incentive grants for the executive officers, including the named executive officers, by reviewing peer group market data analysis from its compensation consultant, impact of share usage and affordability, internal equity, and recommendations from the CEO, among other factors. The 2023 long-term incentive grants for named executive officers consisted of a mix of equity awards payable in PSUs (50%) and RSUs (50%). These awards are designed to focus management on our strategy of driving consistent, sustainable, achievement of long-term goals, both incrementally and over long performance periods. The annual granting of multi-year performance compensation is designed to ensure the execution of our evolving strategic plan, consider appropriate risks and returns, and allow for initiatives that span several fiscal years. The PSUs granted as part of the long-term incentive grants in 2023 have relative TSR as the performance metric and a three-year performance period. If the Company’s TSR is negative for the performance period, the maximum payout will be capped at the target grant amount regardless of relative outperformance to the peer group. The Compensation Committee believes the current mix of performance and service-based incentives aligns the interests of executive officers with our stockholders and was appropriate for 2023. In 2023, all long-term performance-based incentive awards were granted under the 2017 Plan.

  40. 2023 LTI Grants

    2023 LTI Grants

  41. Incentive-Based Compensation

    Incentive-Based Compensation Short-Term Incentive Opportunity (STI). Our STI is an annual performance-based cash incentive. Under the 2023 STI, named executive officers were eligible to receive a cash incentive equal to a percentage of their annual base salary if certain performance measures were met. The STI was based on the following two performance measures: Adjusted EBITDA (85% weight) and G&A Expenses (15% weight). Adjusted EBITDA (85% weight). The Adjusted EBITDA performance measure consists of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), which may be adjusted in accordance with the 2017 Plan to remove the effect of any one or more of the following: equity compensation expense under ASC 718; accelerated amortization of acquired technology and intangibles; asset write-downs; litigation or claim judgments or settlements; changes in or provisions under tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; discontinued operations; restaurant closure costs; executive transition costs; acquisition and dispositions; a material change in planned capital expenditures; and any items that are unusual in nature, non-recurring, or infrequent in occurrence and is referred to herein as “Adjusted EBITDA.” The Compensation Committee selected Adjusted EBITDA as a measure because it captures our operating results without reflecting the impact of decisions related to our growth, non-operating factors, and other matters. The Compensation Committee believes the 2023 Adjusted EBITDA goals were rigorous and demonstrated our commitment to a pay for performance philosophy. There are five performance periods related to the Adjusted EBITDA measure: four quarterly year-to-date Adjusted EBITDA measures (6.25% weight for each quarter, totaling 25% of the Adjusted EBITDA measure) and one annual Adjusted EBITDA measure (60% of the Adjusted EBITDA measure). G&A Expenses (15% weight). The G&A Expenses performance measure consists of annual general and administrative expenses (“G&A Expenses”), as reported in the Company’s financial statement, excluding the STI amount. If the G&A Expenses performance measure is achieved, each named executive officer has the opportunity to increase the G&A Expenses payout percentage by an additional 33.33% through the accomplishment of certain “strategic area focus objectives” set by the Compensation Committee. These strategic area focus objectives fall under the following categories: business development (real estate, construction, and facilities), culinary and beverage innovation, finance, information technology, legal, marketing, operations and catering, people, and supply chain. Potential payout amounts for the Adjusted EBITDA metric under the 2023 STI ranged from 0% to 200% of the executive’s target opportunity based on achievement as shown in the tables below. Payouts for performance between minimum, target, and maximum are calculated by linear interpolation. The maximum payout for each Adjusted EBITDA quarterly performance period was 100%, with a year-end “true-up” if the annual Adjusted EBITDA exceeded 100% of the target.

  42. Incentive-Based Compensation

    | Annual Adjusted EBITDA Target and Payout Scale | | | | Proportion of Adjusted EBITDA Target Achieved | | Payout as a % of Target | | Minimum | 80% | 25% | | Target | 100% | 100% | | Maximum | 120% | 200% |

  43. Incentive-Based Compensation

    | Quarterly Adjusted EBITDA Target and Payout Scale | | | | Proportion of Adjusted EBITDA Target Achieved | | Payout as a % of Target | | Minimum | 80% | 25% | | Target | 100% | 100% |

  44. Incentive-Based Compensation

    | 2023 STI Goal, Achievement, and Payout | | | | | | | | Measure | Target (dollars in thousands) | Actual (dollars in thousands) | Achievement Percentage | Payout Achieved (before weighting) | Weight % | Actual Percentage Earned | | Annual Adjusted EBITDA | $65,044 | $68,885 | 105.9% | 130% | 60% | 77.73% | | Quarterly Adjusted EBITDA | $65,044 (broken out by quarter) | $68,885 | 105.9% | 100% | 25% | 25% | | G&A Expenses including Strategic Area Objective | $81,812 | $81,553 | 100.00% | 133.33% | 15% | 20% | | Year-End quarterly Adjusted EBITDA “True-Up” | $65,044 | $68,885 | 105.91% | 29.55% of quarterly award | | 7.39% | | Total | | | | | 100% | 130.12% |

  45. Incentive-Based Compensation

    | Named Executive Officer | 2023 Annualized Salary | Target (% of Actual Salary) | $ Amount at Target | 2023 Actual Payout | | G.J. Hart | $1,000,000 | 100% | $1,000,000 | $1,301,170 | | Todd Wilson | $425,000 | 75% | $318,750 | $414,749 | | Sarah Mussetter | $410,000 | 60% | $246,000 | $320,088 | | Kevin Mayer(1) | $425,000 | 60% | $171,635 | $226,239 | | Jyoti Lynch(2) | $390,000 | 60% | $135,000 | $177,723 | | Wayne Davis(3) | $410,000 | 60% | $78,105 | $97,477 |

  46. Incentive-Based Compensation

    | Named Executive Officer | Total Long-Term Incentive Target Value ($) | Target (% 0f Actual Salary) | Long-Term Incentive PSUs ($) | Time-Based Restricted Stock Units ($) | | G.J. Hart | $4,000,000 | 400% | $2,000,000 | $2,000,000 | | Todd Wilson | $510,000 | 120% | $255,000 | $255,000 | | Sarah Mussetter | $430,500 | 105% | $215,250 | $215,250 | | Kevin Mayer(1) | $196,190 | 60% | $98,095 | $98,095 | | Jyoti Lynch(2) | $154,028 | 60% | $77,014 | $77,014 | | Wayne Davis | $287,000 | 70% | $143,500 | $143,500 |

  47. Incentive-Based Compensation

    Mr. Mayer’s target 2023 LTI grant is prorated based on his start date of May 1, 2023. (2) Ms. Lynch’s target 2023 LTI grant is prorated based on her start date of June 5, 2023. The amounts listed in the table above represent the target intended value of the grant and amounts may differ from the accounting values provided in the Summary Compensation Table below primarily due to our use of a 30-day average share price for purposes of converting the target dollar amounts into the number of shares subject to each grant. See the Grants of Plan-Based Awards table for the number of shares underlying the 2023 grants of RSUs and PSUs for our NEOs. The amounts listed in the table above do not include the one-time sign-on equity grant of time based restricted stock made to Mr. Mayer and Ms. Lynch with a grant date value of $100,000 and $250,000, respectively, in connection with their hiring in 2023. Restricted Stock Units (RSUs). The RSUs granted in 2023 vest ratably over three years on each anniversary of the date of grant, which is designed to encourage retention and align incentives with longer-term value creation for stockholders. Performance-Based Restricted Stock Units (PSUs). The PSUs granted as part of the 2023-2025 long-term incentive grants have relative TSR as the performance metric and a three-year performance period. If the Company’s TSR is negative for the performance period, the maximum payout will be capped at the target grant amount regardless of relative outperformance to the peer group. The potential payout amounts ranged from 0% to 200% of the executive’s target opportunity based on TSR performance relative to the peer group, as shown in the table below. Payouts for performance between minimum, target, and maximum are calculated by linear interpolation.

  48. Incentive-Based Compensation

    | 2023-2025 Payout Scale | | | | % of Peer Group | | Payout as a % of Target | | Below minimum | <25% | 0% | | Minimum | 25% | 25% | | Target | 50% | 100% | | Maximum | 75% | 200% |

  49. Incentive-Based Compensation

    2021-2023 Long-Term Performance-Based Incentives. At the end of 2023, the Company completed a three-year performance cycle for the long-term incentive portion of the LTI plan. The performance period covered fiscal years 2021 through 2023, and the amount payable in respect of that cycle was based on the Company’s Total Shareholder Return (TSR) relative to a 14-company performance peer group. This 14-company performance peer group became a 12-company peer group, as Fiesta Restaurant Group and Ruth’s Hospitality, two of the peer companies, were both acquired in 2023. Relative TSR is a key metric to measure management performance to create stockholder value. We believe this chosen metric supports our management team’s alignment with stockholders. Further, we believe the below target payouts (or lack of payout) demonstrate our strong commitment to a pay for performance philosophy. During the three-year performance period commencing on May 19, 2021 and ending on December 31, 2023, no payout was earned due to the relative performance of the Company, as compared to the peer group, and our named executive officers earned a 0% payout, as reflected in the tables below.

  50. Incentive-Based Compensation

    | Peer Group TSR Percentile Ranking | | | 25th Percentile | -43.2% | | Median | -37.9% | | 75th Percentile | 6.8% |

  51. Executive Employment Agreements

    Executive Employment Agreements The Company is or was a party to an employment agreement or offer letter with each of our named executive officers, as described below under “Executive Employment Agreements.” These agreements provide for or provided for severance payments upon certain terminations of employment. In 2023, the Company entered into a severance agreement with Mr. Davis in connection with the termination of his employment. The Compensation Committee believes the terms of these executive employment agreements together with the Executive Severance Plan (as defined below) are in line with market standards and are an important means to allow management to continue to focus on running the business of the Company in the event of a pending or actual change in control event or other event potentially affecting their employment. More detailed information concerning these severance payments appears below under the caption “Potential Payments upon Termination or Change in Control.”

  52. Executive Employment Agreements

    | COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023. Submitted by the Compensation Committee: Anthony S. Ackil, Chair David A. Pace Anddria Varnado |

  53. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by our principal executive officer, principal financial officer, each of our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2023, and one additional former executive officer who would have been one of the three other most highly compensated executive officers except that he was not serving in such capacity at the end of fiscal year 2023 (collectively, the named executive officers), for fiscal years 2021 through 2023:

  54. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(8) | Total ($) | | G.J. Hart | 2023 | 1,019,231 | 250,000 | 5,827,592 | — | 1,301,170 | 65,453 | 8,463,446 | | President and Chief Executive Officer | 2022 | 303,846 | 250,000 | 1,699,252 | — | 100,000 | 800,982 | 3,154,080 | | Todd Wilson | 2023 | 433,173 | — | 742,990 | — | 414,749 | 177,683 | 1,768,595 | | Chief Financial Officer | 2022 | 57,212 | 125,000 | 344,094 | — | — | 449 | 526,755 | | Sarah Mussetter | 2023 | 417,885 | — | 627,197 | — | 320,088 | 9,353 | 1,374,523 | | Chief Legal Officer | 2022 | 26,808 | 115,000 | 139,336 | — | — | 182 | 281,326 | | Kevin Mayer(5) Chief Marketing Officer | 2023 | 286,058 | 100,000 | 315,697 | — | 226,239 | 26,255 | 954,249 | | Jyoti Lynch(6) Chief Technology Officer | 2023 | 225,000 | 200,000 | 417,515 | — | 177,723 | 2,257 | 1,022,495 | | Wayne Davis(7) | 2023 | 143,500 | — | 418,121 | — | — | 647,477 | 1,209,098 | | Former Chief People Officer | 2022 | 380,385 | — | 355,945 | — | 45,646 | 24,577 | 806,553 |

  55. Summary Compensation Table

    (1) Amounts under Salary represent base salary earned in fiscal year 2023, which has 53 weeks. Amounts are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into the Deferred Compensation Plan. (2) Amounts under Bonus for fiscal year 2023 represent a one-time sign-on bonus for Ms. Lynch and Mr. Mayer, and the second installment of a one-time sign-on bonus for Mr. Hart, in each case in connection with their initial appointments with the Company pursuant to their employment agreements. (3) Amounts under Stock Awards represent the aggregate grant date fair value of restricted stock units and performance stock units awarded, computed in accordance with the accounting guidance for accounting for stock compensation. See Note 14 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2023 for descriptions of the methodologies and assumptions we used to value restricted stock units and PSUs. See “Outstanding Equity Awards at 2023 Fiscal Year-End” below for a listing of restricted stock unit and PSU awards outstanding for each named executive officer as of December 31, 2023. (4) Amounts under “Non-Equity Incentive Plan Compensation” column represent the amount earned in fiscal year 2023, even though it is paid in the immediately following year. Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of the annual incentive award payout into the Deferred Compensation Plan. (5) Mr. Mayer joined the Company in May 2023, and his base salary for fiscal 2023 was $425,000. (6) Ms. Lynch joined the Company in June 2023, and her base salary for fiscal 2023 was $390,000. Mr. Davis departed the Company May 2023, and his base salary for fiscal 2023 was $410,000. Amounts under “All Other Compensation” for fiscal year 2023 consist of the payments shown in the table below, paid to or on behalf of the named executive officers.

  56. Summary Compensation Table

    | Name | Year | Car Allowance ($)(1) | Company Match Under 401(k) Plan ($) | Moving Expenses & Other Payments ($)(2) | Separation of Service Agreement Payments ($)(3) | Other ($)(4) | | G.J. Hart | 2023 | — | — | 61,490 | — | 3,962 | | Todd Wilson | 2023 | — | 981 | 173,231 | — | 3,470 | | Sarah Mussetter | 2023 | — | 4,052 | — | — | 5,301 | | Kevin Mayer | 2023 | — | 7,873 | 15,731 | — | 2,650 | | Jyoti Lynch | 2023 | — | — | — | — | 2,258 | | Wayne Davis | 2023 | 3,531 | 7,566 | — | 635,146 | 1,234 |

  57. Summary Compensation Table

    (1) Mr. Davis received a monthly car allowance in 2023 prior to his departure. Our current executive officers do not receive a car allowance. (2) Represents moving expenses reimbursable by the Company pursuant to the executive’s employment agreement or offer letter and other related travel or temporary housing reimbursement. (3) Represents payments associated with the executive’s separation agreement. (4) Amounts in this column consist of payments made to or on behalf of the executive for the following: monthly phone allowance, meal discounts (the amounts reported are valued at the incremental cost to the Company and are based on approximately 60% of the cost of the meal, which represents the average cost of goods and labor), long-term disability and life insurance (the value of the premiums paid by the Company on behalf of the named executive officer), Health Savings Account contribution match, and leadership conference allowance where named executive officers were permitted and encouraged to have spousal participation.

  58. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about plan based equity awards and non-equity incentive plan awards granted to our named executive officers during 2023:

  59. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Stock (#) | Grant Date Fair Value of Awards ($)(4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | G.J. Hart | STI(1) | | 362,500 | 1,000,000 | 1,900,000 | | | | | | | | RSU(2) | 3/20/2023 | | | | | | | 185,356 | | | | PSU(3) | 3/20/2023 | | | | 46,339 | 185,356 | 370,712 | | | | Todd Wilson | STI(1) | | 115,547 | 318,750 | 605,625 | | | | | | | | RSU(2) | 3/20/2023 | | | | | | | 23,632 | | | | PSU(3) | 3/20/2023 | | | | 5,908 | 23,632 | 47,264 | | | | Sarah Mussetter | STI(1) | | 89,175 | 246,000 | 467,400 | | | | | | | | RSU(2) | 3/20/2023 | | | | | | | 19,949 | | | | PSU(3) | 3/20/2023 | | | | 4,987 | 19,949 | 39,898 | | | | Kevin Mayer | STI(1) | | 61,044 | 168,396 | 319,952 | | | | | | | | RSU(2) | 5/8/2023 | | | | | | | 7,160 | | | | PSU(3) | 5/8/2023 | | | | 1,790 | 7,160 | 14,320 | | | | | RSU(2) | 5/9/2023 | | | | | | | 7,299 | | | Jyoti Lynch | STI(1) | | 48,014 | 132,453 | 251,661 | | | | | | | | RSU(2) | 6/12/2023 | | | | | | | 5,845 | | | | PSU(3) | 6/12/2023 | | | | 1,461 | 5,845 | 11,690 | | | | | RSU(2) | 6/13/2023 | | | | | | | 18,953 | | | Wayne Davis | STI(1) | | 30,320 | 83,640 | 158,916 | | | | | | | | RSU(2) | 3/20/2023 | | | | | | | 13,299 | | | | PSU(3) | 3/20/2023 | | | | 3,325 | 13,299 | 26,598 | | |

  60. Grants of Plan-Based Awards

    Amounts reflect potential annual cash incentive payouts to the named executive officer under the STI for 2023, the terms of which are summarized under “Elements of Compensation—Incentive Based Compensation—Short-Term Incentive Opportunity (STI)” above. Please refer to the “2023 Summary Compensation Table” for the actual cash-based award earned under the STI for 2023. (2) Amounts reflect RSUs granted in 2023 under the 2017 Plan. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of common stock. The units are scheduled to vest one-third on each of the first, second, and third anniversaries of the date of grant subject to continuing employment or service with the Company. (3) Amounts reflect the threshold, target, and maximum payout of PSUs granted in 2023 under the 2017 Plan. Each PSU represents the right to receive one share of common stock and will cliff vest at the end of the 2023-2025 three-year performance period, subject to continuing employment or service with the Company and the achievement of specific performance conditions. The number of shares ultimately issued could be 0% to 200% of target. The terms of the PSU are summarized under “Summary of 2023 Compensation Activity— Incentive Based Compensation—Long-Term Incentive Opportunity (LTI)” above. (4) See Note 14 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2023 for descriptions of the methodologies and assumptions used to value stock awards pursuant to the guidance for accounting for stock compensation.

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information about outstanding equity awards held by each named executive officer (other than Mr. Davis, who does not have any outstanding equity awards) as of December 31, 2023.

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option | | Number of Shares That Have Not Vested(1) | Market Value of Shares That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unsecured Shares, Units or Other Rights That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Name | Grant Date | | | Exercise Price ($) | Option Expiration Date | | | | | | G.J. Hart | 9/13/2022 | | | | | | | 30,941 | 385,828 | | | 9/13/2022 | | | | | 82,508 | 1,028,875 | | | | | 3/20/2023 | | | | | | | 46,339 | 577,847 | | | 3/20/2023 | | | | | 185,356 | 2,311,389 | | | | Todd Wilson | 11/14/2022 | | | | | 30,263 | 377,380 | | | | | 3/20/2023 | | | | | | | 5,908 | 73,673 | | | 3/20/2023 | | | | | 23,632 | 294,691 | | | | Sarah Mussetter | 12/8/2022 | | | | | 12,690 | 158,244 | | | | | 3/20/2023 | | | | | | | 4,987 | 62,191 | | | 3/20/2023 | | | | | 19,949 | 248,764 | | | | Kevin Mayer | 5/8/2023 | | | | | 7,160 | 89,285 | | | | | 5/8/2023 | | | | | 7,299 | 91,019 | | | | | 5/8/2023 | | | | | | | 1,790 | 22,321 | | Jyoti Lynch | 6/12/2023 | | | | | | | 1,461 | 18,222 | | | 6/12/2023 | | | | | 5,845 | 72,887 | | | | | 6/12/2023 | | | | | 18,953 | 236,344 | | |

  63. Outstanding Equity Awards at 2023 Fiscal Year-End

    Represents the unvested portion of an RSU award that vests in substantially equal annual installments on the first, second, and third anniversaries of the grant date. Represents the aggregate market value of the unvested RSUs based on a price of $12.47 per share, which was the closing price of our common stock on December 29, 2023, the last trading date of the 2023 fiscal year. (3) Represents unearned PSUs that cliff-vest at the end of a three-year performance period, with the number of shares determined based on achievement of performance goals (relative TSR). For PSUs with a 2022 grant date, the performance period is March 2022 through December 2024. For the PSUs with a 2023 grant date, the performance period is March 2023 through December 2025. Reported shares reflect payout at threshold based on performance through December 31, 2023. (4) Represents the aggregate market value of the threshold payout of the unvested PSUs, based on a price of $12.47 per share, which was the closing price of our common stock on December 29, 2023, the last trading date of the 2023 fiscal year.

  64. Options Exercises and Stock Vested

    Options Exercises and Stock Vested The following table contains information with respect to the named executive officers concerning option exercises and vesting of restricted stock units during fiscal year 2023:

  65. Options Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(1) | | G.J. Hart | — | — | 41,254 | 427,804 | | Todd Wilson | — | — | 15,132 | 141,787 | | Sarah Mussetter | — | — | 6,345 | 68,336 | | Kevin Mayer | — | — | — | — | | Jyoti Lynch | — | — | — | — | | Wayne Davis | — | — | 2,663 | 35,018 |

  66. Options Exercises and Stock Vested

    (1) Represents RSUs that vested during fiscal year 2023. Values are based on the closing price of our common stock on the date of vesting.

  67. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation During 2023, none of the Company’s named executive officers had contributions, earnings, withdrawals, distributions, or balances under the Company’s Deferred Compensation Plan. Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan. The Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan permits executives and other eligible employees to defer portions of their compensation. Under this plan, eligible employees may elect to defer up to 75% of their base salary and up to 100% of incentive compensation each plan year. The Company may make matching contributions in an amount determined by the Compensation Committee. For the 2023 plan year, the Company did not make matching contributions. The Company’s 401(k) plan allows highly compensated employees to participate and receive Company matching contributions under the 401(k) plan. The Company contributes all amounts deferred under the deferred compensation plan to a rabbi trust. Assets in the rabbi trust are invested in certain mutual funds that cover an investment spectrum ranging from equities to money market instruments. All rabbi trust assets remain available to satisfy the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. When participants elect to defer amounts into the deferred compensation plan, they also select when the amounts ultimately will be distributed. Participants can elect to have deferrals for a particular year paid in a future year if the participant is still employed at that time. Such in-service distributions are made in the form of a lump sum or annual installments. Otherwise, payment of a participant’s account is made a minimum of six months from participant’s termination of employment in the form of a lump sum or up to 15 annual installments if the participant so elected at the time of deferral and if the participant’s total account balance is at least $50,000. A participant can elect to change a prior distribution election to further delay distribution provided that such new election must be provided at least 12 months before the date the previously scheduled distribution would have occurred and provided that the new distribution date is at least five years from the originally scheduled distribution date. A participant may obtain a withdrawal prior to the date otherwise scheduled or elected by the participant if the participant incurs an “unforeseeable emergency” (generally including illness, casualty losses, etc.). With respect to deferrals after 2004, the plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code, which was enacted as part of the American Jobs Creation Act of 2004. The plan is a “non-qualified” plan for federal tax purposes, meaning the arrangements are deemed to be unfunded and an employee’s interest in the plan is no greater than that of an unsecured general creditor of the Company.

  68. Executive Employment Agreements

    Executive Employment Agreements G.J. Hart Offer Letter. In connection with Mr. Hart’s appointment as President and Chief Executive Officer of the Company, Mr. Hart and the Company entered into an offer letter, dated July 13, 2022 (the “Hart Offer Letter”). The Hart Offer Letter provides for the following initial compensation: (i) an annual base salary of $1,000,000; (ii) eligibility to receive an annual bonus with a target of 100% of base salary (provided that for fiscal year 2022, Mr. Hart shall be eligible to receive 50% of his otherwise applicable annual bonus); and (iii) a sign-on cash bonus of $500,000, payable in two installments: (a) $250,000 payable within 30 days following the commencement of Mr. Hart’s employment, and (b) $250,000 payable in March 2023 on the date the Company pays its annual incentive bonuses for the 2022 fiscal year to the Company’s employees generally. Mr. Hart’s sign-on bonus is subject to repayment if his employment is terminated by the Company for Cause or by Mr. Hart without Good Reason (as such terms are defined in the Hart Offer Letter) in the first two years of his employment. Mr. Hart will have an opportunity to participate in the Company’s long-term incentive plan with a target annual award value equal to $4.0 million, provided that in fiscal year 2022, Mr. Hart’s award will have a target value of $2.0 million. Mr. Hart may also participate in the Company’s standard benefit plans, as may be amended from time to time, in which other senior executives are eligible to participate. Additionally, he is entitled to relocation reimbursement benefits in accordance with the Company’s historical and customary practices, and dining privileges at Company-owned restaurants to the same extent as other senior executive employees, and holidays and paid time off in accordance with the Company’s paid time off policies applicable to executive officers as in effect from time to time. In addition, the Company will reimburse Mr. Hart for legal fees associated with the review, negotiation, and execution of his offer letter (not to exceed $10,000). Upon the termination of Mr. Hart’s employment for any reason, he will be entitled to receive any accrued but unpaid base salary and reimbursement for any unreimbursed business expenses, in each case through the date of his termination, plus any benefits to which he is entitled under the terms of any Company benefit plan or arrangement (collectively, the “accrued obligations”). Upon Mr. Hart’s termination of employment by the Company without Cause or due to his resignation for Good Reason, he will be entitled to receive as severance benefits, in addition to any accrued obligations: (i) two times his base salary, payable during the 24-month period following the date of his termination; (ii) payment of a pro rata share of his annual bonus that would otherwise have been earned based on actual performance, had he continued to be employed by the Company for the fiscal year in which his employment was terminated, payable when annual bonuses are regularly paid to similarly situated executives; and (iii) subject to his timely election of continued healthcare coverage under COBRA, a lump sum payment in the amount of the cost of COBRA coverage for Mr. Hart and his eligible dependents for up to 18 months. Mr. Hart’s receipt of the severance benefits mentioned in this paragraph is subject to his execution of a waiver and release of claims in favor of the Company and its affiliates. Upon termination of employment for any reason, all of Mr. Hart’s unvested equity awards shall be forfeited. Mr. Hart is subject to customary restrictive covenants in the Hart Offer Letter, including nondisclosure of confidential information, nondisparagement, return of Company property, and, during employment and for the 24 months following termination of employment, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. In connection with his appointment as the Company’s President and Chief Executive Officer, Mr. Hart received a grant of inducement awards, effective September 13, 2022. As part of the inducement grants, Mr. Hart received 123,762 performance stock units. The performance stock units vest based upon both the level of the Company’s total stockholder return (TSR) performance relative to a peer group of its competitors over a three-year performance period as well as his continued service through the end of such performance period. Mr. Hart also received 123,762 restricted stock units, which will vest in three equal annual installments beginning on the first anniversary of the grant date. The awards are subject to same terms and conditions of the Company’s 2017 Performance Incentive Plan as if the awards were granted under such plan. Todd Wilson Employment Agreement. In connection with Mr. Wilson’s appointment as Chief Financial Officer of the Company, Mr. Wilson and the Company entered into an employment agreement, dated November 3, 2022 (the “Wilson Employment Agreement”). The Wilson Employment Agreement provides for the following initial compensation: (i) an annual base salary of $425,000; (ii) eligibility to receive an annual bonus with a target of 75% of Mr. Wilson’s base salary, beginning in the Company’s 2023 fiscal year; (iii) a sign-on cash bonus of $125,000; and (iv) a one-time grant of time-vested restricted stock units having a target value of $350,000, which shall be in the form of an inducement grant made pursuant to Nasdaq Listing Rule 5635(c) outside of, but subject to all of the terms and conditions of, the Company’s 2017 Performance Incentive Plan, and which shall vest ratably over the first three anniversaries of the date of grant (subject to Mr. Wilson’s continued employment on such vesting dates). Mr. Wilson’s sign-on bonus is subject to repayment if his employment is terminated by the Company for Cause or by Mr. Wilson without Good Reason (as each term is defined in the Wilson Employment Agreement) in the first twelve months following the commencement of his employment. Beginning in the Company’s 2023 fiscal year, Mr. Wilson will have an opportunity to participate in the Company’s long-term incentive plan with, for 2023, a target annual award value equal to 120% of Mr. Wilson’s initial base salary. Mr. Wilson may also participate in the Company’s standard benefit plans, as may be amended from time to time, in which other senior executives are eligible to participate. Additionally, he is entitled to relocation reimbursement benefits of up to $200,000 (including an additional gross-up payment in respect of any taxable portion of his relocation benefit, which shall be repaid to the Company in the event of resignation without Good Reason within the first twenty-four months following the commencement of his employment) in accordance with the Company’s historical and customary practices, and holidays and paid time off in accordance with the Company’s paid time off policies applicable to executive officers as in effect from time to time. Upon the termination of Mr. Wilson’s employment for any reason, he will be entitled to receive any accrued but unpaid base salary and reimbursement for any unreimbursed business expenses, in each case through the date of his termination, plus any benefits to which he is entitled under the terms of any Company benefit plan or arrangement (collectively, the “accrued obligations”).

  69. Executive Employment Agreements

    Upon Mr. Wilson’s termination of employment by the Company without Cause or due to his resignation for Good Reason, he will be entitled to receive as severance benefits, in addition to any accrued obligations: (i) a lump-sum payment equivalent to one times his base salary in effect immediately prior to termination; (ii) payment of a pro rata share of his annual bonus that would otherwise have been earned based on actual performance, had he continued to be employed by the Company for the fiscal year in which his employment was terminated; and (iii) subject to his timely election of continued healthcare coverage under COBRA, a lump sum cash payment within 30 days after such election of an amount equal to product of (x) the portion of monthly premiums of Mr. Wilson’s group health insurance, including coverage for Mr. Wilson’s eligible dependents, that the Company paid immediately prior to the date of separation, and (y) 12. Mr. Wilson’s receipt of the severance benefits mentioned in this paragraph is subject to his execution of a waiver and release of claims in favor of the Company and its affiliates. Upon termination of employment for any reason, all of Mr. Wilson’s unvested equity awards shall be forfeited. Mr. Wilson is subject to customary restrictive covenants in the Wilson Employment Agreement, including nondisclosure of confidential information, nondisparagement, return of Company property, and, during employment and for the twelve months following termination of employment, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. In connection with his appointment as the Company’s Chief Financial Officer, Mr. Wilson received an inducement grant, effective November 14, 2022, of 45,395 restricted stock units, which will vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The award is subject to same terms and conditions of the Company’s 2017 Performance Incentive Plan as if the award was granted under such plan. Sarah Mussetter Employment Agreement. In connection with Ms. Mussetter’s appointment as Chief Legal Officer of the Company, Ms. Mussetter and the Company entered into an employment agreement, dated October 28, 2022 (the “Mussetter Employment Agreement”). The Mussetter Employment Agreement provides for the following initial compensation: (i) an annual base salary of $410,000; (ii) eligibility to receive an annual bonus with a target of 60% of Ms. Mussetter’s base salary, beginning in the Company’s 2023 fiscal year; (iii) a sign-on cash bonus of $115,000; and (iv) a one-time grant of time-vested restricted stock units having a target value of $150,000, which shall be in the form of an inducement grant made pursuant to Nasdaq Listing Rule 5635(c) outside of, but subject to all of the terms and conditions of, the Company’s 2017 Performance Incentive Plan, and which shall vest ratably over the first three anniversaries of the date of grant (subject to Ms. Mussetter’s continued employment on such vesting dates). Ms. Mussetter’s sign-on bonus is subject to repayment if Ms. Mussetter resigns without Good Reason (as each term is defined in the Mussetter Employment Agreement) within the first twelve months following the commencement of her employment. Beginning in the Company’s 2023 fiscal year, Ms. Mussetter will have an opportunity to participate in the Company’s long-term incentive plan with, for 2023, a target annual award value equal to 105% of Ms. Mussetter’s initial base salary. Upon the termination of Ms. Mussetter’s employment for any reason, she will be entitled to receive any accrued obligations (as defined above). Upon Ms. Mussetter’s termination of employment by the Company without Cause or due to her resignation for Good Reason, she will be entitled to receive as severance benefits, in addition to any accrued obligations: (i) installment payments equivalent to one times her base salary in effect immediately prior to termination; and (ii) a lump sum payment of a pro rata share of her target bonus for the fiscal year in which her employment was terminated. Ms. Mussetter’s receipt of the severance benefits mentioned in this paragraph is subject to her execution of a waiver and release of claims in favor of the Company and its affiliates. Ms. Mussetter is subject to customary restrictive covenants in the Mussetter Employment Agreement, including nondisclosure of confidential information, nondisparagement, return of Company property, and, during employment and for the twelve months following termination of employment, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. In connection with her appointment as the Company’s Chief Legal Officer, Ms. Mussetter received an inducement grant, effective December 8, 2022, of 19,035 restricted stock units, which will vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The award is subject to same terms and conditions of the Company’s 2017 Performance Incentive Plan as if the award was granted under such plan. Jyoti Lynch Employment Agreement. In connection with Ms. Lynch’s appointment as Chief Technology Officer of the Company, Ms. Lynch and the Company entered into an employment agreement, dated April 3, 2023 (the “Lynch Employment Agreement”). The Lynch Employment Agreement provides for the following initial compensation: (i) an annual base salary of $390,000; (ii) eligibility to receive an annual bonus with a target of 60% of Ms. Lynch’s base salary, to be prorated on the basis of the number of days on which Ms. Lynch is employed during the 2023 fiscal; (iii) a sign-on cash bonus of $200,000; and (iv) a one-time grant of time-vested restricted stock units having a target value of $250,000, subject to all of the terms and conditions of, the Company’s 2017 Performance Incentive Plan, and which shall vest ratably over the first three anniversaries of the date of grant (subject to Ms. Lynch’s continued employment on such vesting dates). Ms. Lynch’s sign-on bonus is subject to repayment if Ms. Lynch resigns without Good Reason (as each term is defined in the Lynch Employment Agreement) within the first twelve months following the commencement of her employment. Ms. Lynch will have an opportunity to participate in the Company’s long-term incentive plan with, for 2023, a target annual award value equal to 70% of Ms. Lynch’s initial base salary, prorated on the basis of the number of days on which Ms. Lynch is employed during the 2023 fiscal year. Upon the termination of Ms. Lynch’s employment for any reason, she will be entitled to receive any accrued obligations (as defined above). Upon Ms. Lynch’s termination of employment by the Company without Cause or due to her resignation for Good Reason, she will be entitled to receive as severance benefits, in addition to any accrued obligations: (i) installment payments equivalent to one times her base salary in effect immediately prior to termination; (ii) payment of a pro rata share of her annual bonus that would otherwise have been earned based on actual performance, had she continued to be employed by the Company for the fiscal year in which her employment was terminated; and (iii) subject to her timely election of continued healthcare coverage under COBRA, a lump sum cash payment within 30 days after such election of an amount equal to the product of (x) the portion of monthly premiums of Ms. Lynch’s group health insurance, including coverage for Ms. Lynch’s eligible dependents, that the Company paid immediately prior to the date of separation, and (y) 12. Ms. Lynch’s receipt of the severance benefits mentioned in this paragraph is subject to her execution of a waiver and release of claims in favor of the Company and its affiliates.

  70. Executive Employment Agreements

    Ms. Lynch is subject to customary restrictive covenants in the Lynch Employment Agreement, including nondisclosure of confidential information, nondisparagement, return of Company property, and, during employment and for the twelve months following the termination of employment, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. Kevin Mayer Employment Agreement. In connection with Mr. Mayer’s appointment as Chief Marketing Officer of the Company, Mr. Mayer and the Company entered into an employment agreement, dated April 20, 2023, (the “Mayer Employment Agreement”). The Mayer Employment Agreement provides for the following initial compensation: (i) an annual base salary of $425,000; (ii) eligibility to receive an annual bonus with a target of 60% of Mr. Mayer’s base salary, to be prorated on the basis of the number of days on which Mr. Mayer is employed during the 2023 fiscal year; (iii) a sign-on cash bonus of $100,000, and (iv) a one-time grant of time-vested restricted stock units having a target value of $100,000, subject to all of the terms and conditions of, the Company’s 2017 Performance Incentive Plan, and which shall vest ratably over the first three anniversaries of the date of grant (subject to Mr. Mayer’s continued employment on such vesting dates). Mr. Mayer’s sign-on bonus is subject to repayment if Mr. Mayer resigns without Good Reason (as each term is defined in the Mayer Employment Agreement) within the first twelve months following the commencement of his employment. Mr. Mayer will have an opportunity to participate in the Company’s long-term incentive plan with, for 2023, a target annual award value equal to 70% of Mr. Mayer’s initial base salary, prorated on the basis of the number of days on which Mr. Mayer is employed during the 2023 fiscal year. Upon the termination of Mr. Mayer’s employment for any reason, he will be entitled to receive any accrued obligations (as defined above). Upon Mr. Mayer’s termination of employment by the Company without Cause or due to his resignation for Good Reason, he will be entitled to receive as severance benefits, in addition to any accrued obligations: (i) installment payments equivalent to one times his base salary in effect immediately prior to the termination; (ii) payment of a pro rata share of his annual bonus that would otherwise have been earned based on actual performance, had he continued to be employed by the Company for the fiscal year in which his employment was terminated; and (iii) subject to his timely election of continued healthcare coverage under COBRA, a lump sum cash payment within 30 days after such election of an amount equal to the product of (x) the portion of monthly premiums of Mr. Mayer’s group health insurance, including coverage for Mr. Mayer’s eligible dependents, that the Company paid immediately prior to the date of separation, and (y) 12. Mr. Mayer’s receipt of the severance benefits mentioned in this paragraph is subject to his execution of a waiver and release of claims in favor of the Company and its affiliates. Mr. Mayer is subject to customary restrictive covenants in the Mayer Employment Agreement, including nondisclosure of confidential information, nondisparagement, return of Company property, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. Severance Agreement for Wayne Davis, former Chief People Officer. On April 27, 2023, the Company announced the departure of Mr. Davis from the Company, effective May 1, 2023. In connection with the departure of Mr. Davis, the Company agreed to provide Mr. Davis pursuant to a severance agreement dated June 8, 2023 (the “Severance Agreement”) in addition to any accrued but unpaid benefits or obligations: (i) a lump-sum cash payment in an amount equal to twelve (12) months of Mr. Davis’ base salary prior to his departure, which was $410,000, (ii) a lump-sum cash payment in an amount equal to the amount Mr. Davis may have been eligible to receive for the first quarter of the Company’s 2023 fiscal year under the Company’s 2023 quarterly bonus plan, based on actual performance and payable at the same time such payments are made to other employees of the Company generally, (iii) a lump-sum cash payment in an amount equal to the annual bonus that becomes payable, if any, in respect of the Company’s 2023 fiscal year under the Company’s 2023 annual bonus plan, based on actual performance and payable at the same time such payments are made to other employees of the Company generally, prorated on the basis of the number of days on which Mr. Davis was employed by the Company during the performance period for the Company’s 2023 annual bonus plan, (iv) a lump-sum cash payment in the amount equal to the product of (x) the number of Mr. Davis’ time-based restricted stock units outstanding as of the date of separation that would have vested prior to the first anniversary of the date of separation (if his employment with the Company had not terminated), multiplied by (y) $14.00, (v) subject to Mr. Davis’ timely election of continued healthcare coverage under COBRA, a lump sum cash payment within 30 days after such election in an amount equal to the product of (1) the portion of monthly premiums of his group health insurance, including coverage for his eligible dependents, that the Company paid immediately prior to the date of separation, and (2) 12, (vi) a lump-sum cash payment equal to the amount of his annual life insurance premiums, and (vii) a lump-sum cash payment in the amount of $15,000 for executive outplacement services. Mr. Davis shall forfeit all of his outstanding and unvested restricted stock units and performance stock units. Mr. Davis’ receipt of the severance benefits mentioned in this paragraph is subject to his execution of a waiver and release of claims in favor of the Company and its affiliates. Mr. Davis is subject to certain restrictive covenants, including nondisclosure of confidential information, return of Company property, and, for the twelve months following the later of the date of separation and the fifteenth day following the date on which the Severance Agreement was first presented to him, non-competition and non-solicitation of employees, suppliers, and business relations of the Company. The Severance Agreement also includes a post-employment cooperation covenant and a mutual nondisparagement covenant, as well as a general release of claims against the Company by Mr. Davis.

  71. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table presents the amount of compensation payable to each of our named executive officers as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 31, 2023:

  72. Potential Payments upon Termination or Change in Control

    | Name | Benefit(1) | Termination w/o Cause or Resignation with Good Reason ($) | Termination with Cause or Resignation w/o Good Reason ($) | Death ($) | Disability ($) | Changein Control ($)(1) | | G.J. Hart | Salary | 2,000,000(2) | | | | | | | Salary + Annual Incentive | | | | | 6,000,000(3) | | | Annual Incentive | 1,301,170(4) | 1,301,170(4) | 1,301,170(4) | 1,301,170(4) | 1,301,170(5) | | | Health Benefits | 10,553 | | | | 21,105(6) | | | Acceleration of RSUs | | | | | 3,340,264(7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 1,643,409(8) | 1,643,409(8) | 3,854,701(9) | | Todd Wilson | Salary | 425,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,487,500 | | | Annual Incentive | 414,749(4) | 414,749(4) | 414,749(4) | 414,749(4) | 414,749(5) | | | Health Benefits | 6,983 | | | | 13,966(6) | | | Acceleration of RSUs | | | | | 1,344,141(7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 83,325(8) | 83,325(8) | 294,691(9) |

  73. Potential Payments upon Termination or Change in Control

    | Name | Benefit(1) | Termination w/o Cause or Resignation with Good Reason ($) | Termination with Cause or Resignation w/o Good Reason ($) | Death ($) | Disability ($) | Changein Control ($)(1) | | Sarah Mussetter | Salary | 410,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,312,000 | | | Annual Incentive | 246,000(4) | 320,088(4) | 320,088(4) | 320,088(4) | 320,088(5) | | | Health Benefits | — | | | | — | | | Acceleration of RSUs | | | | | 814,017(7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 70,331(8) | 70,331(8) | 248,764(9) | | Kevin Mayer | Salary | 425,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,360,000 | | | Annual Incentive | 226,239(4) | 226,239(4) | 226,239(4) | 226,239(4) | 226,239(5) | | | Health Benefits | 7,035 | | | | 14,070 | | | Acceleration of RSUs | | | | | 180,304(7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 25,239(8) | 25,239(8) | 89,285(9) | | Jyoti Lynch | Salary | 390,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,248,000 | | | Annual Incentive | 177,723(4) | 177,723(4) | 177,723(4) | 177,723(4) | 177,723(5) | | | Health Benefits | 7,035 | | | | 14,070 | | | Acceleration of RSUs | | | | | 309,231(7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 20,600(8) | 20,600(8) | 72,887(9) | | Wayne Davis | Salary | 410,000(10) | | | | | | | Salary + Annual Incentive | 118,319(10) | | | | | | | Annual Incentive | 97,477(10) | | | | | | | Health Benefits | 9,350(10) | | | | | | | Acceleration of RSUs | | | | | | | | Acceleration of Options | | | | | | | | Acceleration of PSUs | | | | | |

  74. Potential Payments upon Termination or Change in Control

    As discussed above, the change in control provisions or termination provisions that apply before or after a change in control in the Executive Severance Plan and applicable award agreements contain double trigger provisions, and thus any payments described in the table are generally required to be made only if the Company terminates the executive’s employment without cause or the executive resigns with good reason, within a defined protection period following the change in control. (2) Represents an amount equal to the product of (a) the executive’s annual base salary, multiplied by (b) a “cash severance multiplier” (which in the case of Mr. Hart is 2, and in the case of all other named executive officers is 1), payable in installments over the number of months equal to 12 times the cash severance multiplier. (3) Represents an amount equal to the product of (a) the executive’s annual base salary and the annual target bonus applicable to the participant, multiplied by (b) a “cash severance multiplier” (which in the case of Mr. Hart is 3, and in the case of all other named executive officers is 2). (4) Represents the amount the named executive officer or their estate would have been paid for his or her annual incentive award for 2023 had the named executive officer been employed on the payment date. (5) Represents an amount equal to (a) the executive’s target bonus for the year in which the termination occurs (which would be prorated based on the timing of the termination), and (b) any annual bonus earned but unpaid with respect to the fiscal year on or preceding the termination date). Represents an amount equal to the product of (x) the amount of monthly premiums of the executive’s group health insurance, including coverage for the participant’s eligible dependents, if any, that the Company paid immediately prior to the termination date, and (y) (1) 36 in the case of Mr. Hart, and (2) 24 in the case of the other named executive officers. Represents the executive’s outstanding and unvested restricted stock units subject solely to time-based vesting on December 31, 2023, that would have vested upon termination, multiplied by the closing sales price of the Company’s common stock on December 29, 2023, the last business day of the fiscal year ($12.47). (8) The 2022 and 2023 PSU awards provide that upon death or disability of the named executive officer before the completion of the performance period, the number of shares of stock is earned based on the extent to which the performance goals for the entire performance period are achieved, prorated based on the timing of termination. As relative TSR performance for the outstanding 2022-2024 and 2023-2025 performance periods is not currently determinable, we have included the value assuming target performance. Accordingly, the values in the table above represent the number of shares that would have vested under such PSU awards on December 31, 2023, multiplied by the closing sales price of the Company’s common stock on December 29, 2023, the last business day of the fiscal year ($12.47). Amounts payable under the 2021 PSU award (for the 2021-2023 performance period) are not included as they were not earned as of December 31, 2023, pursuant to the award agreement. (9) The 2022 and 2023 PSU awards provide that if a change in control occurs before the completion of the performance period, then the award will be deemed earned as follows: (a) if the change in control occurs on or prior to the completion of 50% of the performance period, the number of shares earned will be determined as if the performance goal had been achieved at target; and (b) if the change in control occurs after the completion of 50% of the performance period, the number of shares earned will be determined based on the extent to which the performance goal has been achieved (except that the value of the Company’s share price shall be determined by the Board of Directors in good faith and the Company’s performance against the performance goal as determined by the Compensation Committee in good faith as of the date of the change in control). Accordingly, the values in the table above represent the number of shares that would have vested under such PSU awards on December 31, 2023 (using target shares), multiplied by the closing sales price of the Company’s common stock on December 29, 2023, the last business day of the fiscal year ($12.47). Amounts payable under the 2021 PSU award (for the 2021-2023 performance period) are not included as they were not earned as of December 31, 2023, pursuant to the award agreement. (10) Represents the amounts paid to Mr. Davis in accordance with his Severance Agreement described above.

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE The following table sets forth information concerning the relationship between executive compensation actually paid and certain financial performance of the Company for each of the last three fiscal years. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation— Compensation Discussion and Analysis.”

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Mr. Hart(1) | Summary Compensation Table Total for Mr. Murphy(1) | Compensation Actually Paid to Mr. Hart(2) | Compensation Actually Paid to Mr. Murphy(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(7) | Adjusted EBITDA (millions)(8) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2023 | $8,463,446 | N/A | $10,256,343 | N/A | $1,265,792 | $1,344,740 | $40.19 | $118.36 | $(21.2) | $68.9 | | 2022 | $3,154,080 | $5,203,896 | $2,441,211 | $(2,217,630) | $1,038,702 | $353,016 | $18.37 | $99.91 | $(78.9) | $52.1 | | 2021 | N/A | $5,359,783 | N/A | $1,204,535 | $1,235,919 | $608,244 | $55.30 | $125.81 | $(50.4) | $63.1 | | 2020 | N/A | $5,117,133 | N/A | $6,958,668 | $1,047,121 | $1,000,167 | $64.78 | $129.74 | $(276.1) | $(33.1) |

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    The dollar amounts reported in these columns are the amounts of total compensation reported for Mr. Hart and Mr. Murphy, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.” (2) The dollar amounts reported these columns represent the amount of “compensation actually paid” to Mr. Murphy and Mr. Hart, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Murphy or Mr. Hart during the applicable year.

  78. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Mr. Murphy | | | Mr. Hart | | | | 2022 | 2021 | 2020 | 2023 | 2022 | | PEO Summary Compensation Table Total | 5,203,896 | 5,359,783 | 5,117,133 | 8,463,446 | 3,154,080 | | Grant Date Fair Value of Stock and Option Awards (-) | 4,068,150 | 4,067,922 | 3,797,618 | 5,827,592 | 1,699,252 | | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+) | 727,629 | 1,641,178 | 6,218,224 | 5,695,990 | 986,383 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+) | (1,649,936) | (2,472,395) | (579,071) | 1,496,695 | N/A | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+) | N/A | N/A | N/A | N/A | N/A | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+) | (687,208) | 743,891 | N/A | 427,804 | N/A | | Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-) | 1,743,861 | N/A | N/A | N/A | N/A | | Compensation Actually Paid to PEO | (2,217,630) | 1,204,535 | 6,958,668 | 10,256,343 | 2,441,211 |

  79. PAY VERSUS PERFORMANCE DISCLOSURE

    (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Murphy and Mr. Hart) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Murphy and Mr. Hart) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Todd Wilson, Sarah Mussetter, Kevin Mayer, Jyoti Lynch, Wayne Davis; (ii) for 2022, Lynn Schweinfurth, Todd Wilson, Wayne Davis, Michael Buchmeier, Sarah Mussetter, Jonathan Muhtar, Darla Morse; (iii) for 2021, Lynn Schweinfurth, Jonathan Muhtar, Michael Kaplan, Darla Morse, Michael Buchmeier; and (iv) for 2020, Lynn Schweinfurth, Jonathan Muhtar, Michael Kaplan, Michael Buchmeier, Dean Cookson. The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Murphy and Mr. Hart), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Murphy and Mr. Hart) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Murphy and Mr. Hart) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

  80. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Year | | | | | | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total for Non-PEO NEOs | 1,265,792 | 1,038,702 | 1,235,919 | 1,047,121 | | Grant Date Fair Value of Stock and Option Awards (-) | 504,304 | 485,920 | 695,574 | 542,853 | | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+) | 494,986 | 127,024 | 283,695 | 888,867 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+) | 58,158 | (92,033) | (306,438) | (179,008) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+) | N/A | N/A | N/A | N/A | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+) | 49,028 | (19,245) | 140,675 | (34,100) | | Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-) | 18,920 | 215,512 | 50,033 | 179,860 | | Compensation Actually Paid to Non-PEO NEOs | 1,344,740 | 353,016 | 608,244 | 1,000,167 |

  81. PAY VERSUS PERFORMANCE DISCLOSURE

    Pursuant to SEC Rules, the TSR figures assume an initial investment of $100 on the last day of the fiscal year. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 600 Restaurant Index. (7) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements included in our annual report for the fiscal year ended December 31, 2023 for the applicable year. (8) While the Company uses multiple financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance.

  82. Relationship Between Compensation Actually Paid and Financial Performance Measures

    Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the S&P 600 Restaurant Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  83. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing information about the ratio of the annual total compensation of Chief Executive Officer Mr. Hart, who served in such capacity through the duration of fiscal year 2023, to the annual total compensation of our median employee. We believe our pay ratio, which is based on our payroll and employment records using the methodology described below, is a reasonable estimate calculated in a manner consistent with the SEC pay ratio rules. Approximately 92% of our employee population consists of hourly restaurant team members. Company hourly restaurant roles can be full-time or part-time. Flexible and part-time employment opportunities can be attractive for team members seeking to balance other commitments, have a social connection, or earn supplemental income. However, part-time employment has the effect of reducing the annual total compensation for our median employee. To determine the median employee, we used total cash compensation paid in 2021 as reported to the Internal Revenue Service on Form W-2 of our employee population (including full time, part time, temporary, and seasonal employees, excluding our Chief Executive Officer. The Company employed 21,659 team members as of December 26, 2021, the last day of our fiscal year 2021, that had earnings in 2021. No cost of living adjustments were made to determine the median employee. We did, however, annualize the compensation used for full time and part time employees who were not employed by the Company for all of 2021 by taking an employee’s compensation for the number of active days for which they were employed and annualizing such amount for the full year. We believe the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute equity awards to employees. Less than 5.0% of our total employee population of 21,659 individuals as of December 26, 2021 received equity awards in 2021. The employee identified as the median employee in 2021 is a restaurant team member who worked primarily as a server during 2023 and was paid on an hourly basis but also received tipped income. The median employee worked an average of 20.2 hours per week (or 1,072 hours during the year) in 2023. We calculated that employee’s 2023 annual total compensation using the same methodology (and including all the same compensation elements) that we used for our named executive officers in the 2023 Summary Compensation Table set forth above in this proxy statement. The median employee earned $21,092 in total compensation (including tips) during 2023. Mr. Hart’s 2023 total compensation as shown in the Summary Compensation Table and determined in accordance with the SEC pay ratio rules is $ 8,463,446. As a result, we estimate that for fiscal year 2023, the ratio of our CEO annual total compensation to that of our median employee was approximately 401:1. Because the rules governing pay ratio disclosure allow for companies to use different methodologies, apply various exclusions, and otherwise make reasonable assumptions and estimates that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio. As a result, our pay ratio should not be used as a basis for comparison between us and other companies. We have provided this pay ratio information for compliance purposes, and neither the Compensation Committee nor Company management has used the pay ratio measure to influence decisions in determining compensation for our executives or other employees.