DEF 14A of Red Robin Gourmet Burgers Inc, Apr 24, 2025

DEF 14A of Red Robin Gourmet Burgers Inc

Filed Apr 24, 2025 · FY20240001104659-25-038610

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | | Page | | Options Exercises and Stock Vested | 47 | | Employment Agreements, Separation Arrangements, and CIC Plan | 47 | | Pay Versus Performance Disclosure | 55 | | Financial Performance Measures | 57 | | CEO Pay Ratio | 58 | | PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 60 | | Vote Required | 60 | | Board Recommendation | 60 | | PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION PROVISIONS | 61 | | Background and Description of the Proposed Amendment | 61 | | Effectiveness of Amendment | 61 | | Vote Required | 62 | | Board Recommendation | 62 | | PROPOSAL 4: APPROVAL OF AMENDMENTS TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE REQUIREMENTS AND MAKE CERTAIN ADMINISTRATIVE AMENDMENTS | 63 | | Background | 63 | | Factors Considered by the Board | 63 | | Charter Amendments | 63 | | Related Changes to the Bylaws | 66 | | Vote Required | 66 | | Board Recommendation | 66 | | PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S 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 | 73 | | Attendance at the Meeting | 73 | | Determination of Quorum | 73 | | Revocability of Proxies | 73 | | Proxy Solicitation Costs | 73 | | Delivery of Proxy Materials | 74 | | “Householding” of Proxy Materials | 74 | | Other Business | 74 | | STOCK OWNERSHIP INFORMATION | 74 | | Security Ownership of Certain Beneficial Owners | 74 | | Security Ownership of Directors and Management | 75 | | Equity Compensation Plan Information | 77 | | Proposals for inclusion in 2026 Proxy Statement | 77 | | Proposals to be addressed at 2026 Annual Meeting (but not included in Proxy Statement) | 78 | | Appendix A | A-1 | | Appendix B | B-1 |

  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 | 50 | 2020 | Chief Executive Officer of Streetlight Ventures | ✓ | (C), CC | | Thomas G. Conforti | 66 | 2019 | Former Senior Advisor, Executive Vice President and Chief Financial Officer, Wyndham Worldwide | ✓ | *FC, AC | | Steven K. Lumpkin | 70 | 2016 | Consultant, Former Executive Vice President, Chief Financial Officer, and Director, Applebee’s | ✓ | *AC, FC | | Christopher Martin | 40 | 2024 | Managing Director, Jumana Capital | ✓ | FC, NGC | | David A. Pace | 66 | 2019 | President and Chief Executive Officer, Red Robin | | | | Allison Page | 40 | 2020 | Co-Founder and President, SevenRooms | ✓ | *NGC, CC | | James C. Pappas | 44 | 2024 | Managing Member, Owner, and Founder, JCP Investment Management | ✓ | CC, FC | | Nicole Miller Regan | 50 | 2023 | Chief Strategy Officer, 7 Brew | ✓ | AC, FC | | Anddria Varnado | 39 | 2021 | GM and Head of the Consumer Business, Kohler Company | ✓ | *CC, NGC |

  4. ELECTION OF DIRECTORS

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

  5. DIRECTOR NOMINEE STATISTICS

    DIRECTOR NOMINEE STATISTICS

  6. DIRECTOR NOMINEE STATISTICS

    | 88.9% | 33.3% | 11.1% | 50% | 51.7 | 3.7 | | Independence | Gender Diversity | Racial/Ethnic Diversity | Board committees chaired by women | years Average Age | years Average Tenure |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  8. 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: • creation and maintenance of good governance principles and practices that receive high scores from leading governance third parties • design and oversight of compensation plans that emphasize internal and external pay parity and that align our executives’ interests with those of stockholders • 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, and all of whom are standing for election. The nominees are Anthony S. Ackil, Thomas G. Conforti, Steven K. Lumpkin, Christopher Martin, David A. Pace, Allison Page, James C. Pappas, Nicole Miller Regan, and Anddria Varnado. Their biographies are detailed below. 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 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director’s earlier resignation or removal. 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.

  9. 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, and 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.

  10. 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 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 2025, all nine current directors are standing for re-election.

  11. Director Nominees

    | Anthony S. Ackil, 50 Director Since: March 2020 (Board Chair since April 2025) Current Committees: ■ Compensation 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, Mr. Ackil 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 over 20 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. |

  12. Director Nominees

    | Thomas G. Conforti, 66 Director Since: August 2019 Current Committees: ■ Finance (Chair) ■ Audit Other Board Service: Vista Life Innovations (2020-present) American School for the Deaf (2020-present) | BIOGRAPHY • Mr. Conforti served as Senior Advisor to Wyndham Worldwide from 2017 to 2018, 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 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. | | Steven K. Lumpkin, 70 Director Since: August 2016 Current Committees: ■ Audit (Chair) ■ Finance Other Board Service: Hodgdon Powder Company (2015-present) Fiorella’s Jack Stack Restaurant Group (2009-present) 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. |

  13. Director Nominees

    | Christopher Martin, 40 Director Since: December 2024 Current Committees: ■ Finance ■ Nominating and Governance | BIOGRAPHY • Mr. Martin joined the Company’s Board in December 2024 and was appointed to the Board pursuant to the terms of the Cooperation Agreement. • Mr. Martin currently serves as Managing Director of Jumana Capital, LLC, a private investment firm specializing in concentrated investments in middle market companies, since July 2020, where he is responsible for investment strategy and execution across the portfolio, and serves as the Manager of Jumana Capital Investments LLC, an affiliated investment entity. • From July 2017 until July 2020, Mr. Martin served as a Vice President at Hastings Equity Partners, LLC, a private equity firm. • Mr. Martin also served as the Chief Financial Officer of Specialty Welding & Turnarounds, LLC, an industrial services company, from October 2017 through January 2020 and Vice President at Simmons & Company, part of the Piper Sandler Companies. • Mr. Martin holds an M.B.A. from the University of Texas at Austin and a B.B.A. from Texas Christian University. DIRECTOR QUALIFICATIONS • Mr. Martin’s background in corporate finance and his experience in business transformation and investment strategy and execution provide him with the skills and qualifications to serve as a director. | | David A. Pace, 66 Director Since: August 2019 Other Public Company Board Service: Farmer Bros. Co (2023-present) Other Board Service: Dallas Stars Ownership Advisory Board (2017-present) Authentic Restaurant Brands (2022-present) Past Public Company Board Service: Tastemaker Acquisition Corporation (2020-2023) Jamba Juice (2012-2018) | BIOGRAPHY • Mr. Pace has served as our President and Chief Executive Officer since April 2025 and has served on our Board of Directors since August 2019. • 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, as well as his current leadership of our Company as Chief Executive Officer, 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. |

  14. Director Nominees

    | Allison Page, 40 Director Since: February 2020 Current Committees: ■ Nominating and Governance (Chair) ■ Compensation 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. | | James C. Pappas, 44 Director Since: December 2024 Current Committees: ■ Finance ■ Compensation Other Public Company Board Service: United Natural Foods, Inc. (2023-present) Innovative Food Holdings, Inc. (2020-present) Tandy Leather Factor, Inc. (2016-present) Past Public Company Board Service: U.S. Geothermal Inc. (2016-2018) Jamba, Inc.(2015-2018) The Pantry, Inc.(2014-2015) Morgan’s Foods, Inc. (2012-2014) | BIOGRAPHY • Mr. Pappas joined the Company’s Board in December 2024 and was appointed to the Board pursuant to the terms of the Cooperation Agreement. • Mr. Pappas founded JCP Investment Management in Houston in June 2009 and is the Managing Member and owner of the firm. • He has served as a director of United Natural Foods, Inc. (NYSE: UNFI), a food distributor to grocery stores, since September 2023. Additionally, he has been the chairman of the board of directors of Innovative Food Holdings, Inc., a direct-to-chef and restaurant specialty food platform, since 2023, and a director since 2020. Mr. Pappas is also a director of Tandy Leather Factory, Inc. (NASDAQ: TLF), a specialty retailer and wholesale distributor of leather and leather related products, a position he has held since 2016. • Mr. Pappas previously served on the boards of several other public companies, including food-related businesses such as Jamba, Inc., The Pantry, Inc., and Morgan’s Foods, Inc., as well as U.S. Geothermal Inc. . • From 2007 until 2009, he was a private investor, in addition to consulting with several businesses. From 2005 until 2007, he worked in the Investment Banking/Leveraged Finance Division of Goldman Sachs, where he advised private equity groups and corporations on appropriate leveraged buyout, recapitalization and refinancing alternatives. • Mr. Pappas received a B.B.A. in Information Technology, and a Master of Finance from Texas A&M University. DIRECTOR QUALIFICATIONS • Mr. Pappas’s understanding of the restaurant and food businesses, in addition to his expertise in corporate finance, key strategic transformations, and financial performance turnarounds, as well as his experience on several public company boards, provide him with the skills and qualifications to serve as a director. |

  15. Director Nominees

    | Nicole Miller Regan, 50 Director Since: August 2023 Current Committees: ■ Audit ■ Finance Other Board Service: Legatus, New Orleans Chapter (2024-present) Tacombi (2023-present) Culinary Institute of America (2020-present) | BIOGRAPHY • Ms. Miller Regan currently serves as the Chief Strategy Officer for 7 Brew, a fast-growing predominantly franchised network of drive-thru, beverage-only stands. She previously served as its Chief Financial Officer 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. | | Anddria Varnado, 39 Director Since: March 2021 Current Committees: ■ Compensation (Chair) ■ Nominating and Governance Other Public Company Board Service: Columbia Banking System, Inc., f/k/a Umpqua Holdings Corporation (2018-present) | BIOGRAPHY • Ms. Varnado has served as GM and Head of the Consumer Business as a member for the Executive Management Team at Kohler Company, a global leader in home products, hospitality destinations, and systems, a position she held since 2020. • From 2019 to 2020, Ms. Varnado served as Vice President, Strategy and Business Development at Macy’s where she was responsible for strategic evaluation, including analysis, development, transformation and innovation in the consumer market. From 2016 to 2019, she served as Vice President and Head of Strategy and Business Development and Executive Team Leadership at Williams-Sonoma, where she was directly responsible for M&A, new business and brand development, and across the multi-brand portfolio. Ms. Varnado has held additional prior positions including management consultant, product development, and corporate banking. • 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 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, where she was responsible for consumer channels, store development and expansion, and ecommerce sales, all of which provides Ms. Varnado with the skills and qualifications to serve as a director. |

  16. Director Nominees

    Each nominee for director in this Proposal 1 shall be elected if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. Abstentions and broker non-votes are not considered votes cast and therefore will have no effect on the outcome of the vote. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL OF THE DIRECTOR NOMINEES.

  17. 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.

  18. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The compensation program for our non-employee directors is set forth in the table below. The Compensation Committee, in consultation with its independent consultant, evaluates the compensation program annually or as needed to assess its alignment with the market, taking into consideration the time commitment and responsibilities of the directors. As a result of this analysis, no changes to the compensation program were made in 2024. In addition to the compensation disclosed below, directors are eligible to receive meal discounts at Red Robin restaurants on the same basis as other senior leaders of the Company.

  19. DIRECTOR COMPENSATION

    | Annual Retainers | Each non-employee director of the Company receives an annual cash retainer of $75,000, 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: | | | | Chair of the Board | $95,000 | | | Chair of Audit Committee | $25,000 | | | Chair of Compensation Committee | $17,500 | | | Chair of Nominating and Governance Committee | $12,500 | | | Chair of Finance Committee | $12,500 | | Equity Awards | Each non-employee director receives an annual grant of restricted stock units (RSUs) with a grant date value of approximately $120,000 and a vesting term of fifty weeks following the date of grant or the date of the Company’s next annual meeting of stockholders, whichever is later. 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. | |

  20. 2024 Director Compensation

    2024 Director Compensation The following table sets forth a summary of the compensation earned by our then non-employee directors who served during fiscal 2024, including Mr. Pace, who was appointed to serve as our President and CEO following the completion of fiscal 2024, in April 2025.

  21. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Anthony S. Ackil | 92,500 | 110,965 | 203,465 | | Thomas G. Conforti | 87,500 | 110,965 | 198,465 | | Cambria W. Dunaway | 34,281 | — | 34,281 | | Steven K. Lumpkin | 100,000 | 110,965 | 210,965 | | Christopher Martin | 5,959 | 57,168 | 63,127 | | David A. Pace | 170,000 | 110,965 | 280,965 | | Allison Page | 82,586 | 110,965 | 193,551 | | James C. Pappas | 5,959 | 57,168 | 63,127 | | Nicole Miller Regan | 75,000 | 110,965 | 185,965 | | Anddria Varnado | 75,000 | 110,965 | 185,965 |

  22. 2024 Director Compensation

    (1) Reflects each director’s annual cash retainer, including additional fees for serving as Board or committee chair. Ms. Dunaway, Mr. Martin, Ms. Page, and Mr. Pappas each received a prorated amount of the annual cash retainer based on their partial year of service on the Board or as a committee chair. Each director was awarded 16,415 RSUs in May 2024 (other than Ms. Dunaway, who retired from the Board in May 2024, and Mr. Martin and Mr. Pappas, who were each appointed in December 2024). The target value of this annual equity grant was $120,000 divided by the 30-day average share price of $7.31 to determine the number of shares granted. The fair value of such RSUs was computed in accordance with the guidance for accounting for stock compensation at the closing price on the date of grant of $6.76 per share. The target value of Mr. Pappas’s and Mr. Martin’s annual equity grant was $120,000, prorated based on the appointment date of December 3, 2024, and divided by the 30-day average share price of $5.32 to determine the number of shares granted. The fair value of these RSUs was computed in accordance with the guidance for accounting for stock compensation at the closing price on the date of grant of $5.41 per share. All such RSUs are subject to vesting in full on the later of (x) fifty weeks following the date of grant and (y) the Company’s next annual meeting of stockholders, in accordance with the 2024 Plan. As of the end of the fiscal year 2024, the aggregate number of options and RSUs outstanding for each then 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 RSUs are considered outstanding until vested and settled in shares of Company stock.

  23. 2024 Director Compensation

    | Directors | Options | Restricted Stock Units | | Anthony S. Ackil | — | 16,415 | | Thomas G. Conforti | — | 16,415 | | Steven K. Lumpkin | 5,000 | 16,415 | | Christopher Martin | — | 10,567 | | David A. Pace(1) | — | 16,415 | | Allison Page | — | 16,415 | | James C. Pappas | — | 10,567 | | Nicole Miller Regan | — | 16,415 | | Anddria Varnado | — | 16,415 |

  24. 2024 Director Compensation

    (1) Does not include 18,834 RSUs that have vested but are deferred.

  25. Short-Term Performance-Based Incentive

    Short-Term Performance-Based Incentive In 2024, Adjusted EBITDA remained the primary measure of our short-term incentive (STI) program, at 85% weighting (with 60% based on annual Adjusted EBITDA and 25% based on a cumulative quarterly Adjusted EBITDA). Relative Guest Traffic (percent change in guest traffic of comparable restaurants in the casual dining segment versus the prior year, as reported by Black Box Intelligence, an independent third party) replaced achievement of G&A Expenses for the remaining 15% weighting. Additionally, in 2024, the STI offered a “kicker” of up to an additional 25% of target STI award if annual Adjusted EBITDA is equal to or greater than 120% of target. Individual targets are based on market competitiveness, individual performance, and growth in roles, and serve to increase stockholder alignment and increase the portion of “at risk” pay. In 2024, the Compensation Committee approved increases to the STI target value for the following named executive officer: • Mr. Hart’s annual STI target as a percentage of salary increased from 100% to 135%.

  26. Long-Term Performance-Based Incentive

    Long-Term Performance-Based Incentive In 2024, the structure of our long-term incentive (LTI) program opportunities for our named executive officers again consisted of performance stock units (PSUs) (50% weight) and RSUs (50% weight). The LTI program continued to use relative TSR as a pre-established performance target for a three-year cumulative performance period. Individual targets are based on market competitiveness, individual performance, and growth in roles, and serve to increase stockholder alignment, increase the portion of “at risk” pay, and enhance retention. In 2024, the Compensation Committee approved increases to the LTI target value for the following named executive officer: • Mr. Wilson’s annual LTI target as a percentage of salary increased from 120% to 150%.

  27. 2024 EXECUTIVE COMPENSATION OUTCOMES

    2024 EXECUTIVE COMPENSATION OUTCOMES Consistent with our commitment to a pay for performance compensation philosophy, based on 2024 performance, the Compensation Committee: Approved a payout under the annual STI program of 26.64% of the target. While the Company achieved payouts for relative guest traffic growth and Q1 Adjusted EBITDA, it did not achieve the primary threshold goal for Annual Adjusted EBITDA. Annual Adjusted EBITDA (60% weight): performance achievement resulted in an award of 0% of target. 2. Quarterly Adjusted EBITDA (25% weight, broken out into 6.25% per quarter): performance achievement resulted in an award of 90.29% of target for Q1 and 0% of target for Q2, Q3, and Q4. 3. Relative Guest Traffic (15% weight): performance achievement, based upon the percentage change in guest traffic of comparable restaurants in the casual dining segment versus the prior year, as reported by Black Box Intelligence, an independent third party, resulted in an award of 140% of target. ✓ Approved a 0% payout of the PSU award for the 2022-2024 performance period, as relative TSR performance was below the 25th percentile of the 11-Company Peer-Group. ✓ Made no adjustments to in-progress and outstanding STI and LTI 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.

  28. PAY FOR PERFORMANCE ALIGNMENT

    PAY FOR PERFORMANCE ALIGNMENT Our compensation program is designed to pay for performance and is comprised of performance-based STI and LTI 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 LTI programs are reviewed and approved by the Compensation Committee. RSUs vest ratably over multiple years, the value of which is dependent, in part, on the Company’s stock price. PSUs vest at the end of the three-year performance period only to the extent the Company achieves certain Relative Total Shareholder Return goals.

  29. 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, scope of responsibility, critical needs and skill sets, leadership potential, succession planning, and retention.

  30. COMPENSATION SETTING

    COMPENSATION SETTING The Compensation Committee approves target total direct compensation levels for named executive officers by establishing base salaries and setting annual and long-term incentive compensation targets. The Company makes pay decisions based on a variety of factors, including: • Company performance • Company strategy and alignment of incentives Benchmarking data from our restaurant peer group for target total direct compensation (base salaries, STIs, and LTIs), based on disclosure in peer proxy statements and other applicable survey data Individual performance, skill set, and areas of responsibility relative to the market data • Compensation relative to other executive officers in the Company • Advice from the Compensation Committee’s independent compensation consultant • The CEO’s recommendations with respect to the compensation of the executives who report directly to the CEO, including the other named executive officers • Management succession planning and retention • Results of the Company’s say-on-pay advisory votes in prior years

  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, market cap, and business model. At the time of selection, the Company’s revenues were situated at approximately the median of the benchmarking group. The peer group used for 2024 consisted of the 18 restaurant companies identified below.

  33. Restaurant Peer Group

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

  34. Restaurant Peer Group

    * Fiesta Restaurant Group, Inc. was acquired during 2023, but it was included in our peer group pay study for compensation benchmarking prior to its acquisition. 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 performance, individual performance, scope of responsibility, critical needs and skill sets, leadership potential, succession planning, and retention. For 2025 compensation benchmarking, the Compensation Committee revised its peer group, removing (i) Carrols Restaurant Group, Inc., (ii) Chuy’s Holdings, Inc., and (iii) Fiesta Restaurant Group, Inc., and adding (i) Potbelly Corporation and (ii) The ONE Group Hospitality, Inc., resulting in a peer group consisting of 17 restaurant companies.

  35. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT In 2024, 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 STI and LTI compensation plans are capped at 200% of target; • payouts under PSUs with relative TSR performance metric are capped at the target grant amount if Company TSR is negative; • LTIs 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 Company has a robust Clawback Policy for the return of incentive-based compensation in the event of a financial restatement • 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 2024 executive compensation program was comprised of three primary elements: (i) base salary, (ii) STI opportunity for an annual performance-based cash award, and (iii) LTI opportunity that consists of RSUs that vest ratably over three years and PSUs that cliff vest at the end of a three-year performance period if the Company achieves the applicable performance metrics. 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 TSR. By design, “at-risk” pay (incentive pay subject to forfeiture or partial or complete loss of value) comprised approximately 84% of total target compensation for G.J. Hart, our former CEO, and 62% 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’ 2024 total target compensation that is considered at-risk.

  38. Other Named Executive Officers

    Other Named Executive Officers Our pay for performance compensation is further demonstrated in actual 2024 compensation for named executive officers: • The Company did not achieve target performance under the STI plan, and accordingly, our named executive officers earned a 26.64% payout of the STI. The Company did not achieve threshold performance for the three-year 2022-2024 PSU performance cycle, and accordingly, our named executive officers did not earn a payout for 50% of the LTI award. The 2024 LTI award links a substantial portion of our named executive officers’ compensation directly to shareholder return with 50% comprised of PSUs that vest based on relative TSR and are completely at-risk and subject to a capped payout if Company TSR is negative following a three year 2024-2026 PSU performance cycle. No adjustments were made to in-progress and outstanding STI and LTI awards.

  39. Incentive-Based Compensation

    Incentive-Based Compensation Short-Term Incentive Opportunity. 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 after reviewing actual results following each fiscal quarter (for the applicable portion of the STI) and following 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. 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 LTI 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 2024 LTI grants for named executive officers consisted of a mix of equity awards payable in RSUs (50%) and PSUs (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 LTI grants in 2024 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 service-based and performance-based incentives aligns the interests of executive officers with our stockholders and was appropriate for 2024. In 2024, the RSUs were granted in March under the Red Robin Gourmet Burgers, Inc. 2017 Performance Incentive Plan, as amended (the “2017 Plan”) and the PSUs were granted in May under the Red Robin Gourmet Burgers, Inc. 2024 Performance Incentive Plan (the “2024 Plan”) following approval by stockholders.

  40. 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% |

  41. 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% |

  42. Incentive-Based Compensation

    | Relative Guest Traffic | | | | Percentile Ranking | | Payout as a % of Target | | Minimum | 25% | 25% | | Target | 50% | 100% | | Maximum | 75% | 200% |

  43. Incentive-Based Compensation

    | Named Executive Officer | 2024 Annualized Salary | Target (% of Salary) | $ Amount at Target | 2024 Actual Payout (26.64% of Target) | | G.J. Hart | $1,000,000 | 135% | $1,350,000 | $359,682 | | Todd Wilson | $475,000 | 75% | $356,250 | $94,917 | | Sarah Mussetter | $420,000 | 60% | $252,000 | $67,141 | | Kevin Mayer | $425,000 | 60% | $255,000 | $67,940 | | Meghan Spuler | $375,000 | 60% | $225,000 | $59,947 |

  44. Incentive-Based Compensation

    2024 Long-Term Incentive Opportunity. The 2024 annual LTI grants made to our named executive officers consisted of 50% payable in PSUs and 50% payable RSUs. The chart below sets forth the 2024 target LTI award values for each of our named executive officers:

  45. Incentive-Based Compensation

    | Named Executive Officer | Total Long-Term Incentive Target Value ($) | Target (% of Actual Salary) | Performance-Based Restricted Stock Units ($) | Time-Based Restricted Stock Units ($) | | G.J. Hart | $4,000,000 | 400% | $2,000,000 | $2,000,000 | | Todd Wilson | $712,500 | 150% | $356,250 | $356,250 | | Sarah Mussetter | $441,000 | 105% | $220,500 | $220,500 | | Kevin Mayer | $297,500 | 70% | $148,750 | $148,750 | | Megan Spuler | $262,500 | 70% | $131,250 | $131,250 |

  46. Incentive-Based Compensation

    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 2024 grants of RSUs and PSUs for our NEOs. Time-Based Restricted Stock Units. The RSUs granted in 2024 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. The PSUs granted as part of the 2024-2026 LTI 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.

  47. Incentive-Based Compensation

    | 2024-2026 Payout Scale | | | | % of Peer Group | | Payout as a % of Target | | Below minimum | <25% | 0% | | Minimum | 25% | 25% | | Target | 50% | 100% | | Maximum | 75% | 200% |

  48. Incentive-Based Compensation

    2022-2024 Long-Term Performance-Based Incentives. At the end of 2024, the Company completed a three-year performance cycle for the long-term incentive portion of the LTI plan. The performance period covered fiscal years 2022 through 2024, and the amount payable in respect of that cycle was based on the Company’s TSR relative to a 14-company performance peer group. This 14-company performance peer group became an 11-company peer group, as two of the peer companies, Fiesta Restaurant Group and Ruth’s Hospitality, were acquired in 2023, and a third peer company, Chuy’s Holdings, Inc., was acquired in 2024. 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 March 21, 2022 and ending on December 29, 2024, 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.

  49. Incentive-Based Compensation

    | Peer Group TSR Percentile Ranking | | | 25th Percentile | -50.4% | | Median | -23.6% | | 75th Percentile | 62.5% |

  50. 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. 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.”

  51. 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 29, 2024. Submitted by the members of the Compensation Committee: Anthony S. Ackil (current member and Chair until April 24, 2025) David A. Pace (member until April 24, 2025) Allison Page Anddria Varnado (Chair effective April 24, 2025) |

  52. 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 former principal executive officer, principal financial officer, and each of our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2024 (collectively, the named executive officers), for fiscal years 2022 through 2024:

  53. Summary Compensation Table

    | Name and Principle Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | G.J. Hart, former President and Chief Executive Officer | 2024 | 1,000,000 | — | 4,120,765 | — | 359,682 | 6,690 | 5,487,137 | | | 2023 | 1,019,231 | 250,000 | 5,827,592 | — | 1,301,170 | 65,453 | 8,463,446 | | | 2022 | 303,846 | 250,000 | 1,699,252 | — | 100,000 | 800,982 | 3,154,080 | | Todd Wilson, Chief Financial Officer | 2024 | 448,077 | — | 734,002 | — | 94,917 | 16,648 | 1,293,644 | | | 2023 | 433,173 | — | 742,990 | — | 414,749 | 177,683 | 1,768,595 | | | 2022 | 57,212 | 125,000 | 344,094 | — | — | 449 | 526,755 | | Sarah Mussetter, Chief Legal Officer | 2024 | 418,313 | — | 454,308 | — | 67,141 | 18,955 | 958,717 | | | 2023 | 417,885 | — | 627,197 | — | 320,088 | 9,353 | 1,374,523 | | | 2022 | 26,808 | 115,000 | 139,336 | — | — | 182 | 281,326 | | Kevin Mayer, former Chief Marketing Officer | 2024 | 425,000 | — | 306,470 | — | 67,940 | 115,710 | 915,120 | | | 2023 | 286,058 | 100,000 | 315,697 | — | 226,239 | 26,255 | 954,249 | | Meghan Spuler, Chief People Officer | 2024 | 375,000 | — | 270,415 | — | 59,947 | 18,256 | 723,618 |

  54. Summary Compensation Table

    (1) Amounts under Salary represent base salary earned in fiscal year 2024, which has 52 weeks. (2) Amounts under Stock Awards represent the aggregate grant date fair value of RSUs and PSUs 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 29, 2024 for descriptions of the methodologies and assumptions we used to value RSUs and PSUs. See “Outstanding Equity Awards at 2024 Fiscal Year-End” below for a listing of RSU and PSU awards outstanding for each named executive officer as of December 29, 2024. With respect to the PSUs, where the number of shares ultimately issued is based upon the achievement of Relative TSR at the end of a three-year performance period, the target number of shares is used for the purpose of the above table. Assuming the maximum level of performance is achieved, and the payout is 200% of target, the grant date fair value of the PSU awards would be: Mr. Hart—$4,984,938; Mr. Wilson—$887,934; Ms. Mussetter—$549,588; Mr. Mayer—$370,740; and Ms. Spuler—$327,122. (3) Amounts under “Non-Equity Incentive Plan Compensation” column represent the amount earned under the STI in fiscal year 2024, even though it is paid in the immediately following year. (4) Amounts under “All Other Compensation” for fiscal year 2024 consist of the payments shown in the table below, paid to or on behalf of the named executive officers.

  55. Summary Compensation Table

    | Name | Company Match Under 401(k) Plan ($)(1) | Relocation Expenses & Other Payments ($)(2) | Other ($)(3) | Total ($) | | Mr. Hart | 1,538 | — | 5,152 | 6,690 | | Mr. Wilson | 13,467 | — | 3,181 | 16,648 | | Ms. Mussetter | 14,125 | — | 4,830 | 18,955 | | Mr. Mayer | 654 | 108,430 | 6,626 | 115,710 | | Ms. Spuler | 14,073 | — | 4,183 | 18,256 |

  56. Summary Compensation Table

    Represents matching contributions on up to 3% of eligible compensation and 50% of the next 2% of eligible compensation in accordance with the Company’s 401(k) plan (subject to IRS limits and plan provisions). (2) Represents relocation expenses (including related travel and temporary housing and an additional gross-up in respect of any taxable portion of the relocation benefit) reimbursable by the Company pursuant to the executive’s employment agreement. (3) Amounts in this column consist of payments made to or on behalf of the executive for some or all of 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 and/or other corporate event allowance where named executive officers were permitted and encouraged to have spousal participation.

  57. 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 2024:

  58. 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 Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Hart | | STI(1) | $337,500 | $1,350,000 | $2,700,000 | | | | | | | | 03/13/24 | RSU(2) | | | | | | | 239,808 | $1,628,296 | | | 05/23/24 | PSU(3) | | | | 68,399 | 273,597 | 547,194 | | $2,492,469 | | Mr. Wilson | | STI(1) | $89,063 | $356,250 | $712,500 | | | | | | | | 03/13/24 | RSU(2) | | | | | | | 42,715 | $290,035 | | | 05/23/24 | PSU(3) | | | | 12,184 | 48,734 | 97,468 | | $443,967 | | Ms. Mussetter | | STI(1) | $63,000 | $252,000 | $504,000 | | | | | | | | 03/13/24 | RSU(2) | | | | | | | 26,438 | $179,514 | | | 05/23/24 | PSU(3) | | | | 7,541 | 30,164 | 60,328 | | $274,794 | | Mr. Mayer | | STI(1) | $63,750 | $255,000 | $510,000 | | | | | | | | 03/13/24 | RSU(2) | | | | | | | 17,835 | $121,100 | | | 05/23/24 | PSU(3) | | | | 5,087 | 20,348 | 40,696 | | $185,370 | | Ms. Spuler | | STI(1) | $56,250 | $225,000 | $450,000 | | | | | | | | 03/13/24 | RSU(2) | | | | | | | 15,737 | $106,854 | | | 05/23/24 | PSU(3) | | | | 4,489 | 17,954 | 35,908 | | $163,561 |

  59. Grants of Plan-Based Awards

    (1) Amounts reflect potential annual cash incentive payouts to the named executive officer under the STI for 2024, the terms of which are summarized under “Summary of 2024 Compensation Activity—Incentive-Based Compensation—Short-Term Incentive Opportunity” above. Please refer to the “2024 Summary Compensation Table” for the actual cash-based incentive award earned under the STI for 2024. (2) Amounts reflect RSUs granted in 2024 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. Amounts reflect the threshold, target, and maximum payout of PSUs granted in 2024 under the 2024 Plan. Each PSU represents the right to receive one share of common stock and will cliff vest at the end of the 2024-2026 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 2024 Compensation Activity— Incentive-Based Compensation—2024 Long-Term Incentive Opportunity” above. See Note 14 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 29, 2024 for descriptions of the methodologies and assumptions we used to value stock awards pursuant to the guidance for accounting for stock compensation.

  60. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information about outstanding equity awards held by each named executive officer as of December 29, 2024.

  61. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#)(1) | Market Value Of Shares Of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number Of Unearned 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) | | Mr. Hart | 9/13/2022 | | | | | 41,254 | $222,359 | | | | | 3/20/2023 | | | | | 123,570 | $666,042 | | | | | 3/20/2023 | | | | | | | 46,339 | $249,767 | | | 3/13/2024 | | | | | 239,808 | $1,292,565 | | | | | 5/23/2024 | | | | | | | 273,597 | $1,474,688 | | Mr. Wilson | 11/14/2022 | | | | | 15,131 | $81,556 | | | | | 3/20/2023 | | | | | 15,754 | $84,914 | | | | | 3/20/2023 | | | | | | | 5,908 | $31,844 | | | 3/13/2024 | | | | | 42,715 | $230,234 | | | | | 5/23/2024 | | | | | | | 48,734 | $262,676 | | Ms. Mussetter | 12/8/2022 | | | | | 6,345 | $34,200 | | | | | 3/20/2023 | | | | | | | 4,987 | $26,881 | | | 3/20/2023 | | | | | 13,299 | $71,682 | | | | | 3/13/2024 | | | | | 26,438 | $142,501 | | | | | 5/23/2024 | | | | | | | 30,164 | $162,584 | | Mr. Mayer | 5/8/2023 | | | | | 4,773 | $25,726 | | | | | 5/8/2023 | | | | | 4,866 | $26,228 | | | | | 5/8/2023 | | | | | | | 1,790 | $9,648 | | | 3/13/2024 | | | | | 17,835 | $96,131 | | | | | 5/23/2024 | | | | | | | 20,348 | $109,676 | | Ms. Spuler | 12/18/2023 | | | | | 3,306 | $17,819 | | | | | 3/13/2024 | | | | | 15,737 | $84,822 | | | | | 5/23/2024 | | | | | | | 17,954 | $96,772 |

  62. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) 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. (2) Represents the aggregate market value of the unvested RSUs based on a price of $5.39 per share, which was the closing price of our common stock on December 27, 2024, the last trading date of the 2024 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 the PSUs with a 2023 grant date, the performance period is March 2023 through December 2025. For the PSUs with a 2024 grant date, the performance period is May 2024 through December 2026. Reported shares reflect payout at threshold based on performance through December 29, 2024. Represents the aggregate market value of the threshold payout of the unvested PSUs, based on a price of $5.39 per share, which was the closing price of our common stock on December 27, 2024, the last trading date of the 2024 fiscal year.

  63. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information with respect to the named executive officers concerning option exercises and vesting of RSUs during fiscal year 2024:

  64. Option 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 | — | — | 103,040 | $547,836 | | Todd Wilson | — | — | 23,010 | $130,331 | | Sarah Mussetter | — | — | 12,995 | $79,957 | | Kevin Mayer | — | — | 4,820 | $37,500 | | Meghan Spuler | — | — | 1,654 | $7,972 |

  65. Option Exercises and Stock Vested

    (1) Represents RSUs that vested during fiscal year 2024, but does not include RSUs that Mr. Hart received for his prior service as a non-employee director that vested during fiscal 2024. Values are based on the closing price of our common stock on the date of vesting.

  66. Executive Employment Agreements

    Executive Employment Agreements David Pace Offer Letter. In connection with Mr. Pace’s appointment as President and Chief Executive Officer of the Company, Mr. Pace and the Company entered into an offer letter, dated April 24, 2025, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2025. G.J. Hart (former President and Chief Executive Officer) 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 cash incentive award under the STI with a target of 100% of base salary; (iii) eligibility to participate in the Company’s long-term incentive plan with a target annual award value equal to $4.0 million: and (iv) a sign-on cash bonus of $500,000 that was paid in two installments in 2022 and 2023. In connection with his appointment as the Company’s President and Chief Executive Officer, Mr. Hart received an inducement grant, effective September 13, 2022. The inducement grant consisted of (i) 123,762 PSUs that vest based upon both the level of the Company’s 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, and (ii) 123,762 RSUs, which will vest in three equal annual installments beginning on the first anniversary of the grant date. The inducement grant was made pursuant to Nasdaq Listing Rule 5635(c) and outside of the 2017 Plan, but the inducement grant is subject to all of the terms and conditions of the 2017 Plan as if such grant had been made under such plan. 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. 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. 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 and non-revocation 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. The Company entered into a Separation and Transition Agreement with Mr. Hart in connection with the termination of his employment, without cause, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2025. Under the Separation and Transition Agreement, Mr. Hart is eligible to receive separate benefits that are consistent with or less than those provided under the Hart Offer Letter. 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 cash incentive award under the STI with a target of 75% of Mr. Wilson’s base salary (beginning in 2023); (iii) eligibility to participate in the Company’s LTI plan with a target annual award value equal to 120% of Mr. Wilson’s initial base salary (beginning in 2023); and (iv) a sign-on cash bonus of $125,000 paid in 2022. 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 RSUs, which will vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The inducement grant was made pursuant to Nasdaq Listing Rule 5635(c) and outside of the 2017 Plan, but the inducement grant is subject to all of the terms and conditions of the 2017 Plan as if such grant had been made under such plan. 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) 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. 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. 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”). Upon Mr. Wilson’s termination of

  67. Executive Employment Agreements

    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 and non-revocation 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. 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 cash incentive award under the STI with a target of 60% of Ms. Mussetter’s base salary (beginning in 2023); (iii) eligibility to participate in the Company’s LTI plan with a target annual award value equal to 105% of Ms. Mussetter’s initial base salary (beginning in 2023); and (iv) a sign-on cash bonus of $115,000 paid in 2022. 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 RSUs, which will vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The inducement grant was made pursuant to Nasdaq Listing Rule 5635(c) and outside of the 2017 Plan, but the inducement grant is subject to all of the terms and conditions of the 2017 Plan as if such grant had been made under such plan. 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. 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 and non-revocation of a waiver and release of claims in favor of the Company and its affiliates. 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 cash incentive award under the STI with a target of 60% of Mr. Mayer’s base salary (prorated for 2023); (iii) eligibility to participate in the Company’s LTI plan with a target annual award value equal to 70% of Mr. Mayer’s initial base salary (prorated for 2023); (iii) a sign-on cash bonus of $100,000 paid in 2023; and (iv) a one-time grant of RSUs having a target value of $100,000, subject to all of the terms and conditions of, the 2017 Plan, and which shall vest ratably over the first three anniversaries of the date of grant. Mr. Mayer 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 $300,000 (including an additional gross-up payment in respect of any taxable portion of his relocation benefit) 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. 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. 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 and non-revocation of a waiver and release of claims in favor of the Company and its affiliates. The Company entered into a severance agreement with Mr. Mayer in connection with the termination of his employment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 6, 2025. Meghan Spuler Employment Agreement. In connection with Ms. Spuler’s appointment as Chief People Officer of the Company, Ms. Spuler and the Company entered into an employment agreement, dated November 25, 2023 (the “Spuler Employment Agreement”). The Spuler Employment Agreement provides for the following initial compensation: (i) an annual base salary of $375,000; (ii) eligibility to receive an annual cash incentive award under the STI with a target of 60% of Ms. Spuler’s base salary (beginning in 2024); (iii) eligibility to participate in the Company’s LTI plan with a target annual award value equal to 70% of Ms. Spuler’s initial base salary (beginning in 2024); a (iv) a sign-on cash bonus of $50,000 paid in 2023; and (v) a one-time grant of RSUs having a target value of $50,000, subject to all of the terms and conditions of, the 2017 Plan, and which shall vest ratably over the first three anniversaries of the date of grant.

  68. Executive Employment Agreements

    Ms. Spuler is subject to customary restrictive covenants in the Spuler 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. Ms. Spuler is eligible to participate in the Company’s Executive Severance Plan, described below, which provides for certain compensation and benefits in the event of certain qualifying terminations, subject to the terms and conditions set forth therein, including a required release of claims, and agreement to certain restrictive covenants. Under the Executive Severance Plan, Ms. Spuler has a “Change in Control Cash Severance Multiplier” of 2.0, a “Change in Control Benefits Continuation Period” of 24 months, a “Non-Change in Control Cash Severance Multiplier” of 1.0, a “Non-Change in Control Benefits Continuation Period” of 12 months, and a “Restricted Period” of 24 months in the event of a Change in Control Qualifying Termination or 12 months in the event of a Non-Change in Control Qualifying Termination (in each case, as such terms are defined in the Executive Severance Plan).

  69. 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 29, 2024:

  70. 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 ($) | Disability ($) | Change in Control ($)(1) | | G.J. Hart | Salary | 2,000,000(2) | | | | | | | Salary + Annual Incentive | | | | | 7,050,000(3) | | | Annual Incentive | 359,682(4) | 359,682(4) | 359,682(4) | 359,682(4) | 359,682 (5) | | | Health Benefits | 10,553 | | | | 21,105 (6) | | | Acceleration of RSUs | | | | | 2,180,966 (7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 984,198(8) | 984,189(8) | 2,473,757 (9) | | Todd Wilson | Salary | 475,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,662,500 | | | Annual Incentive | 94,917(4) | 94,917(4) | 94,917(4) | 94,917(4) | 94,917 (5) | | | Health Benefits | 6,983 | | | | 13,966 (6) | | | Acceleration of RSUs | | | | | 793,408 (7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 142,867(8) | 142,867(8) | 390,053 (9) | | Sarah Mussetter | Salary | 420,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,344,000 | | | Annual Incentive | 252,000 (10) | 67,141(4) | 67,141(4) | 67,141(4) | 67,141 (5) | | | Health Benefits | — | | | | — | | | Acceleration of RSUs | | | | | 496,764 (7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 106,819(8) | 106,819(8) | 270,109 (9) | | Kevin Mayer | Salary | 425,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,360,000 | | | Annual Incentive | 67,940(4) | 67,940(4) | 67,940(4) | 67,940(4) | 67,940 (5) | | | Health Benefits | 7,035 | | | | 14,070 | | | Acceleration of RSUs | | | | | 148,085 (7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 50,289(8) | 50,289(8) | 148,268 (9) | | Meghan Spuler | Salary | 375,000(2) | | | | | | | Salary + Annual Incentive | | | | | 1,200,000 | | | Annual Incentive | 59,947(4) | 59,947(4) | 59,947(4) | 59,947(4) | 59,947 (5) | | | Health Benefits | 7,035 | | | | 14,070 | | | Acceleration of RSUs | | | | | 102,642 (7) | | | Acceleration of Options | | | | | — | | | Acceleration of PSUs | | | 22,536(8) | 22,536(8) | 96,772 (9) |

  71. 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 STI target award 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 STI award for 2024 had the named executive officer been employed on the payment date. (5) Represents an amount equal to (a) the executive’s annual STI target for the year in which the termination occurs (which would be prorated based on the timing of the termination), or (b) any annual STI award earned but unpaid with respect to the fiscal year on or preceding the termination date). (6) 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. (7) Represents the executive’s outstanding and unvested RSUs subject solely to time-based vesting on December 29, 2024, that would have vested upon termination, multiplied by the closing sales price of the Company’s common stock on December 27, 2024, the last trading day of the 2024 fiscal year ($5.39). (8) The 2023 and 2024 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 2023-2025 and 2024-2026 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 29, 2024, multiplied by the closing sales price of the Company’s common stock on December 27, 2024, the last trading day of the 2024 fiscal year ($5.39). Amounts payable under the 2022 PSU award (for the 2022-2024 performance period) are not included as they were not earned as of December 29, 2024, pursuant to the award agreement. The 2023 and 2024 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 29, 2024 (using target shares), multiplied by the closing sales price of the Company’s common stock on December 27, 2024, the last trading day of the 2024 fiscal year ($5.39). Amounts payable under the 2022 PSU award (for the 2022-2024 performance period) are not included as they were not earned as of December 29, 2024, pursuant to the award agreement. Represents the target amount of the annual STI award for 2024. G.J. Hart Separation and Transition Agreement. The Company entered into a Separation and Transition Agreement with Mr. Hart on April 24, 2025 in connection with Mr. Hart ceasing to be the President and Chief Executive Officer of the Company and member of the Board of Directors. From April 24, 2025 through September 24, 2025 (the “Transition Period”), Mr. Hart will be an employee senior advisor, performing transition and advisory services, during which time he will receive a monthly payment of $110,000, but he will not receive any long-term incentive awards during such period. Mr. Hart’s termination is without cause and qualifies him to receive separation payments. Mr. Hart will be eligible to receive, subject to his execution and nonrevocation of a release of claims and other conditions: (i) cash severance equal to $1,800,000, which equals eighteen months of his annual base salary, payable in monthly installments for eighteen months following the termination of his employment, and (ii) a lump-sum cash payment equal to a pro-rata portion of his annual bonus, if any, for the Company’s 2025 fiscal year under the Company’s 2025 annual bonus plan that Mr. Hart would have earned based on actual performance had he remained employed for the entire 2025 fiscal year (the “Pro-Rata Bonus”), payable at such time as bonuses are generally paid by the Company to its executives. These are consistent with those owed under the Hart Offer Letter reduced by payments he will receive as an advisor. Mr. Hart’s unvested RSUs granted in September 2022 will remain outstanding and eligible to vest during the period he is a senior advisor and he will forfeit all other unvested RSUs and PSUs as of the effective date of the Separation and Transition Agreement. If Mr. Hart does not participate in the Company's earnings call in May or fails to provide the requested advisory services, then Mr. Hart will forfeit his continued salary payments, the Pro-Rata Bonus and the continued vesting of his RSUs that were granted in September 2022. Mr. Hart will remain subject to certain restrictive covenants following the termination of his employment, including nondisclosure of confidential information, non-disparagement, and, for twenty-four months following his termination, Mr. Hart is prohibited from soliciting or hiring certain employees, soliciting suppliers and business relations of the Company and competing against the Company.

  72. 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 five fiscal years. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  73. 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) | | | | 2024 | $5,487,137 | N/A | $14,216 | N/A | $972,775 | $637,572 | $17.37 | $141.79 | $(77.5) | $38.8 | | 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) | $51.7 | | 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 | $978,473 | $64.78 | $129.74 | $(276.1) | $(33.1) |

  74. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) 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.” 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.

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Mr. Murphy | | | | Mr. Hart | | | | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | | PEO Summary Compensation Table Total | 5,203,896 | 5,359,783 | 5,117,133 | 5,487,137 | 8,463,446 | 3,154,080 | | Grant Date Fair Value of Stock and Option Awards (-) | 4,068,150 | 4,067,922 | 3,797,618 | 4,120,765 | 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 | 3,136,609 | 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) | (3,817,545) | 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 | 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 | 547,836 | 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 | 1,219,056 | N/A | N/A | | Compensation Actually Paid to PEO | (2,217,630) | 1,204,535 | 6,958,668 | 14,216 | 10,256,343 | 2,441,211 |

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    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 2024, Todd Wilson, Sarah Mussetter, Kevin Mayer, and Meghan Spuler; (ii) for 2023, Todd Wilson, Sarah Mussetter, Kevin Mayer, Jyoti Lynch, and Wayne Davis; (iii) for 2022, Lynn Schweinfurth, Todd Wilson, Wayne Davis, Michael Buchmeier, Sarah Mussetter, Jonathan Muhtar, and Darla Morse; (iv) for 2021, Lynn Schweinfurth, Jonathan Muhtar, Michael Kaplan, Darla Morse, and Michael Buchmeier; and (v) for 2020, Lynn Schweinfurth, Jonathan Muhtar, Michael Kaplan, Michael Buchmeier, and Dean Cookson. (4) 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:

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Year | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total for Non-PEO NEOs | 972,775 | 1,265,792 | 1,038,702 | 1,235,919 | 1,047,121 | | Grant Date Fair Value of Stock and Option Awards (-) | 441,299 | 504,304 | 485,920 | 695,574 | 542,853 | | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+) | 335,904 | 494,986 | 127,024 | 283,695 | 888,867 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+) | (293,748) | 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 | N/A | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+) | 63,940 | 49,028 | (19,245) | 140,675 | (55,790) | | Fair Value at the end of the Prior Year of Equity Awards that Fail to Meet Vesting Conditions (-) | N/A | 18,920 | 215,512 | 50,033 | 179,864 | | Compensation Actually Paid to Non-PEO NEOs | 637,572 | 1,344,740 | 353,016 | 608,244 | 978,473 |

  78. 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. 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 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.

  79. 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 TSR 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.

  80. 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 our former Chief Executive Officer Mr. Hart, who served in such capacity through the duration of fiscal year 2024, 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 2024 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 former Chief Executive Officer). The Company employed 20,728 team members as of December 29, 2024, the last day of our fiscal year 2024, that had earnings in 2024. 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 2024 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 20,728 individuals as of December 29, 2024 received equity awards in 2024. The employee identified as the median employee in 2024 is a restaurant team member who worked primarily as a Line Cook during 2024 and was paid on an hourly basis. The median employee worked an average of 28.0 hours per week (or 1,455 hours during the year) in 2024. We calculated that employee’s 2024 annual total compensation using the same methodology (and including all the same compensation elements) that we used for our named executive officers in the 2024 Summary Compensation Table set forth above in this proxy statement. The median employee earned $26,487 in total compensation (including company match under the 401(k) Plan) during 2024. Mr. Hart’s 2024 total compensation as shown in the Summary Compensation Table and determined in accordance with the SEC pay ratio rules is $5,487,137. As a result, we estimate that for fiscal year 2024, the ratio of our CEO annual total compensation to that of our median employee was approximately 207:1. 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.