DEF 14A of Red Robin Gourmet Burgers Inc, Mar 26, 2026

DEF 14A of Red Robin Gourmet Burgers Inc

Filed Mar 26, 2026 · FY20250001104659-26-035198

Open on EDGAR

  1. 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.

  2. ELECTION OF DIRECTORS

    | Director Nominee | Age | Director Since | Principal Occupation | Independent | Current Committee Assignments | | Anthony Ackil | 51 | 2020 | Chief Executive Officer of Streetlight Ventures | ✓ | (C), CC | | Steven Lumpkin | 71 | 2016 | Consultant, Former Executive Vice President, Chief Financial Officer, and Director, Applebee’s | ✓ | *AC, FC | | Christopher Martin | 41 | 2024 | Managing Director, Jumana Capital | ✓ | FC, NGC | | David Pace | 66 | 2019 | President and Chief Executive Officer, Red Robin | | | | James Pappas | 44 | 2024 | Managing Member, Owner, and Founder, JCP Investment Management | ✓ | CC, FC | | Nicole Miller Regan | 51 | 2023 | Chief Strategy Officer and Director, 7 Brew | ✓ | AC, FC | | Anddria Varnado | 40 | 2021 | Former GM and Head of the Consumer Business, Kohler Company | ✓ | *CC, NGC |

  3. 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 |

  4. ELECTION OF DIRECTORS

    Two of our current directors, Thomas Conforti and Allison Page, are not standing for reelection. Mr. Conforti will continue his service as chair of the Finance Committee until his departure at the conclusion of the 2026 annual meeting, at which time Mr. Pappas will assume this chair role. Ms. Page will continue her service as chair of the Nominating and Governance Committee until her departure at the conclusion of the 2026 annual meeting, at which time Ms. Miller Regan will assume this chair role. Additionally, at the conclusion of the 2026 annual meeting, Mr. Ackil will join the Audit Committee.

  5. DIRECTOR NOMINEE STATISTICS

    DIRECTOR NOMINEE STATISTICS

  6. DIRECTOR NOMINEE STATISTICS

    | 86% | 29% | 14% | 50% | 52 | 4 | | Independence | Gender Diversity | Racial/Ethnic Diversity | Committees Chaired by Women | Years Average Age | Years Average Tenure |

  7. DIRECTOR NOMINEE CHARACTERISTICS AND SKILLS

    DIRECTOR NOMINEE CHARACTERISTICS AND SKILLS

  8. DIRECTOR NOMINEE CHARACTERISTICS AND SKILLS

    | Experience / Skills | Anthony Ackil (Chair) | David Pace (CEO) | Steven Lumpkin | Christopher Martin | James Pappas | Nicole Miller Regan | Anddria Varnado | | Public C-Suite Experience | | ✓ | ✓ | | | | | | Restaurant / Hospitality Executive Leadership | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Accounting / Financial Expertise | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Business Transformation | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology Strategy | | | | | | ✓ | ✓ | | Marketing / Consumer Insights | ✓ | | | | | ✓ | ✓ | | M&A Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Governance | | ✓ | | | | ✓ | ✓ |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  10. 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, 89% of the directors on our Board are independent. Our Board currently consists of nine directors, all of whom are independent except our CEO. Seven of our nine current directors are standing for re-election. The nominees are Anthony Ackil, Steven Lumpkin, Christopher Martin, David Pace, James Pappas, Nicole Miller Regan, and Anddria Varnado. Their biographies are detailed below. Mr. Conforti and Ms. Page are not standing for reelection and will finish their Board service at the conclusion of the 2026 annual meeting. Following the departure of Mr. Conforti and Ms. Page from the Board, the Board size will be reduced to seven members. Mr. Conforti will continue his service as chair of the Finance Committee until his departure at the conclusion of the 2026 annual meeting, at which time Mr. Pappas will assume this chair role. Ms. Page will continue her service as chair of the Nominating and Governance Committee until her departure at the conclusion of the 2026 annual meeting, at which time Ms. Miller Regan will assume this chair role. Additionally, at the conclusion of the 2026 annual meeting, Mr. Ackil will join the Audit Committee. The Board may decide at a later time to add one or more directors who possess skills and experience that may be beneficial to our Board and the Company. 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 2027 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.

  11. 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.

  12. 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 2026, seven of our nine current directors are standing for re-election. Mr. Conforti and Ms. Page will conclude their Board service effective upon the conclusion of the annual meeting.

  13. Director Nominees

    | Anthony Ackil, 51 Director Since: March 2020 (Board Chair since April 2025) Current Committees: ■ Compensation Other Board Service: Launchpad Streetlight Acquisition Corp. (2025-present) Project Bread (2018-present) Tio Juan’s Margaritas (2018-present) | 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. He also serves as CEO and director of Launchpad Streetlight Acquisition Corp., a blank check company formed in 2025 to pursue businesses in the restaurant, hotel, and other hospitality industries. • 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. |

  14. Director Nominees

    | Steven Lumpkin, 71 Director Since: August 2016 Current Committees: ■ Audit (Chair) ■ Finance Other Board Service: 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. | | Christopher Martin, 41 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. |

  15. Director Nominees

    | David Pace, 66 Director Since: August 2019 Other Public Company Board Service: Farmer Bros. Co (2023-present) Other Board Service: Authentic Restaurant Brands (2022-present) Dallas Stars Ownership Advisory Board (2017-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, PepsiCo, and Yum! Brands. • Mr. Pace holds a Bachelor of Science degree in industrial and labor relations from Cornell University. DIRECTOR QUALIFICATIONS • Mr. Pace brings more than 30 years of leadership in the restaurant, hospitality and related technology and service sectors, where he has been responsible for key strategic transformations and financial performance turnarounds. Mr. Pace’s executive positions at a range of public and private companies across the food and hospitality market and in related industries enables him to bring a unique skillset in food and beverage retail, consumer products and corporate governance, all of which provide him with the skills and qualifications to serve as a director. | | James 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) Other Board Service: Panera Brands (2025-present) Past Public Company Board Service: Tandy Leather Factory, Inc. (2016-2025) 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., 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 has also served as a director of Panera Brands since 2025. 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 Tandy Leather Factory and 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. |

  16. Director Nominees

    | Nicole Miller Regan, 51 Director Since: August 2023 Current Committees: ■ Audit ■ Finance Other Board Service: 7 Brew (2025-present) Legatus, New Orleans Chapter (2024-present) Tacombi (2023-present) Culinary Institute of America (2020-present) | BIOGRAPHY • Ms. Miller Regan currently consults as Chief Strategy Officer and serves as a director of 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, 40 Director Since: March 2021 Current Committees: ■ Compensation (Chair) ■ Nominating and Governance Other Public Company Board Service: Columbia Banking System, Inc. (2018-present) | BIOGRAPHY • Ms. Varnado served as GM and Head of the Consumer Business at Kohler Company, a global leader in home products, hospitality destinations, and systems, from 2020 to 2025, where she was responsible for consumer channels, store development and expansion, and ecommerce sales. • 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, all of which provides Ms. Varnado with the skills and qualifications to serve as a director. |

  17. Additional Biographies

    Additional Biographies Below is the principal occupation and other biographical information for Mr. Conforti and Ms. Page, current directors who are not standing for reelection.

  18. Additional Biographies

    | Thomas Conforti, 67 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. | | Allison Page, 41 Director Since: February 2020 Current Committees: ■ Nominating and Governance (Chair) ■ Compensation Other Board Service: Pillsbury Institute for Hospitality Entrepreneurship at Cornell University (2018-present) | BIOGRAPHY • Ms. Page is Co-Founder and Chief Product Officer of SevenRooms, a hospitality platform recently acquired by DoorDash in 2025 that empowers restaurants and other hospitality businesses of all sizes to use data to build brand loyalty, enable personalized guest experiences, and increase profitability. 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 worldwide. 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. |

  19. Stockholder Submission of Director Nominees

    Stockholder Submission of Director Nominees A stockholder may submit the name of a director candidate for consideration by the Nominating and Governance Committee by writing to: Nominating and Governance Committee of the Board of Directors, Red Robin Gourmet Burgers, Inc., 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112. The stockholder must submit the following information in support of the candidate: (a) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (ii) the class and number of shares of the Company that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder’s notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company, and (iv) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees. Any stockholder intending to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the universal proxy notice and timing requirements of Rule 14a-19; see “Proposals to Be Addressed at 2027 Annual Meeting (but Not Included in Proxy Statement)” for the applicable deadline.

  20. 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, the Compensation Committee did not make any changes to the compensation program in 2025. 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.

  21. 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. | |

  22. 2025 Director Compensation

    2025 Director Compensation The following table sets forth a summary of the compensation paid to our non-employee directors in 2025. Mr. Pace served as a non-employee director prior to his appointment as our President and Chief Executive Officer on April 24, 2025. The amounts shown below reflect only the compensation he received for his service as a non-employee director prior to such appointment.

  23. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Anthony Ackil | 145,728 | 126,620 | 291,723 | | Thomas Conforti | 87,500 | 126,620 | 214,120 | | Steven Lumpkin | 100,000 | 126,620 | 226,620 | | Christopher Martin | 75,000 | 126,620 | 201,620 | | David Pace (fees paid prior to his appointment as CEO) | 53,242 | 126,620 | 137,362 | | Allison Page | 87,500 | 126,620 | 214,120 | | James Pappas | 75,000 | 126,620 | 201,620 | | Nicole Miller Regan | 75,000 | 126,620 | 201,620 | | Anddria Varnado | 87,019 | 126,620 | 236,764 |

  24. 2025 Director Compensation

    (1) Reflects each director’s annual cash retainer, including additional fees for serving as Board or committee chair. Mr. Ackil and Ms. Varnado each received a prorated amount of additional chair retainers to reflect their transitions in such roles in April 2025. Mr. Pace received a prorated amount of the annual cash retainer based on his partial year of service as a non-employee director and Chair of the Board (prior to his appointment as CEO). (2) Each director was awarded 41,379 RSUs in May 2025. The target value of this annual equity grant was $120,000 divided by the 30-day average share price of $2.90 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 $3.06 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 fiscal year 2025, the aggregate number of options and RSUs outstanding for each non-employee director is set forth below. Note that the Company has not utilized stock option grants as compensation for its non-employee directors since 2016. Options are considered outstanding until exercised and RSUs are considered outstanding until vested and settled in shares of Company stock.

  25. 2025 Director Compensation

    | Directors | Options | Restricted Stock Units | | Anthony Ackil | — | 41,379 | | Thomas Conforti | — | 41,379 | | Steven Lumpkin | 5,000 | 41,379 | | Christopher Martin | — | 41,379 | | David Pace(1) | — | 41,379 | | Allison Page | — | 41,379 | | James Pappas | — | 41,379 | | Nicole Miller Regan | — | 41,379 | | Anddria Varnado | — | 41,379 |

  26. 2025 Director Compensation

    RSUs total only includes Mr. Pace’s non-employee director shares received prior to his appointment as President and CEO. Does not include 35,249 RSUs that have vested but are deferred.

  27. Short-Term Performance-Based Incentive

    Short-Term Performance-Based Incentive In 2025, the Company’s short-term incentive (STI) program for our NEOs utilized two metrics: (i) Adjusted EBITDA at 85% weighting and (ii) Comparable Guest Traffic (the total guest count of comparable restaurants over the prior year) at 15% weighting. The value of each NEO’s target STI award value is 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 2025, the Compensation Committee approved an increase to the STI target value for the following NEOs: • Ms. Mussetter’s annual STI target as a percentage of salary increased from 60% to 65%, and Ms. Spuler’s annual STI target as a percentage of salary increased from 60% to 65%.

  28. Long-Term Performance-Based Incentive

    Long-Term Performance-Based Incentive In 2025, the Company’s long-term incentive (LTI) program for our NEOs consisted of 50% time-based restricted stock units (RSUs) and 50% equity-based performance awards (a combination of performance stock units (PSUs) and phantom performance stock units (PPSUs). The Company introduced PPSUs for the first time due to a lack of available shares under the 2024 Plan. The PPSUs track the Company’s stock in the same manner as PSUs but can be settled in stock or cash at the discretion of the Company. The PSUs and PPSUs use relative TSR as the pre-established performance target for a three-year cumulative performance period from 2025 through 2027. The value of each NEO’s target LTI award value is 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 2025, the Compensation Committee approved increases to the LTI target value for the following NEOs: • Ms. Mussetter’s annual LTI target as a percentage of salary increased from 105% to 120%, and • Mr. Wilson’s annual LTI target as a percentage of salary increased from 150% to 175%.

  29. 2025 EXECUTIVE COMPENSATION OUTCOMES

    2025 EXECUTIVE COMPENSATION OUTCOMES Consistent with our commitment to a pay for performance compensation philosophy, based on 2025 performance, the Compensation Committee: ✓ Approved a payout under the annual STI program of 103.96% of the overall target based on the following performance achievement: 1. Adjusted EBITDA (85% weight): performance achievement resulted in an award of 122.30% of target. 2. Comparable Guest Traffic (15% weight): performance achievement resulted in an award of 0% of target. ✓ Approved vesting of 31% of the PSU award for the 2023-2025 performance period, as relative TSR performance was in the 27th percentile of the 11-Company Peer-Group, resulting in performance achievement of 31% of target. ✓ 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 base salaries and the short term and long-term incentive-based programs.

  30. 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.

  31. 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.

  32. COMPENSATION SETTING

    COMPENSATION SETTING The Compensation Committee approves target total direct compensation levels for NEOs 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 NEOs • Management succession planning and retention • Results of the Company’s say-on-pay advisory votes in prior years

  33. BENCHMARKING

    BENCHMARKING

  34. Restaurant Peer Group

    Restaurant Peer Group Our compensation 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 43% of the benchmarking group. The peer group used for 2025 consisted of the 17 restaurant companies identified in the chart below.

  35. Restaurant Peer Group

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

  36. Restaurant Peer Group

    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 2026 compensation benchmarking, the Compensation Committee revised its peer group, (i) removing Brinker International, Inc. and Texas Roadhouse, Inc., as their revenues and market cap were outliers compared to Red Robin, and (ii) adding Krispy Kreme, Inc., as it fit the Company’s size parameters, resulting in a peer group consisting of 16 restaurant companies.

  37. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT In 2025, 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.

  38. OVERVIEW

    OVERVIEW Our 2025 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 consisting of 50% RSUs that vest ratably over three years and 50% equity-based performance awards (a combination of PSUs and PPSUs) 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 86% of total target compensation for Mr. Pace, our current CEO who was employed at the end of the year, and approximately 60% of total target compensation for the other NEOs who were employed at the end of the year as a group. The charts below reflect the portion of our NEOs’ 2025 total target compensation that is considered at-risk. Mr. Pace’s pay for performance compensation is provided in his offer letter and covers his initial term of employment of three years. His LTI award for the three years consists of (i) an aggregate grant of 750,000 RSUs comprised of (x) 250,000 RSUs granted in 2025, which shall vest in full on the first anniversary of the grant date, and (y) 500,000 RSUs to be granted in 2026, which shall vest in two (2) equal installments on each anniversary of the grant date, and (ii) 900,000 PSUs granted in 2025, which have a three year performance award period.

  39. Other Named Executive Officers

    Other Named Executive Officers Our pay for performance compensation is further demonstrated in actual 2025 compensation for NEOs: Based upon 2025 performance that exceeded target, our NEOs, including our current CEO, earned 103.96% of target payout under the STI program (prorated where applicable). • Based upon the Company’s achievement of threshold for the three year 2023-2025 PSU performance period, our eligible NEOs earned a payout of 31% of the target award under the LTI plan. • No adjustments were made to in-progress and outstanding STI and LTI awards. The 2025 LTI award granted to our NEOs, other than our CEO, links a substantial portion of their compensation directly to shareholder return, with 50% comprised of equity-based performance awards (a combination of PSUs and PPSUs) 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.

  40. 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 NEOs, 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 measures 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 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-based incentive awards 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 NEOs, 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 annual LTI opportunity for NEOs consists of a mix of time-based and performance-based incentive awards. The time-based awards typically vest annually over three years, and the performance-based awards typically cliff vest at the end of a three-year performance period if the Company achieves the applicable performance metrics.

  41. Incentive-Based Compensation

    | Adjusted EBITDA Target and Payout Scale | | | | Proportion of Adjusted EBITDA Target Achieved | | Payout as a % of Target (85% weighting) | | Minimum | 80% | 25% | | Target | 100% | 100% | | Maximum | 120% | 200% |

  42. Incentive-Based Compensation

    | Comparable Guest Traffic Target and Payout Scale | | | | Bonus | Required Performance Level | Payout as a % of target (15% weigh) | | Minimum | 2025 Q4 Comparable Guest Traffic is flat to positive | 50% | | Target | 2025 Q3−Q4 Comparable Guest Traffic is flat to positive | 100% | | Above Target | 2025 Q2−Q4 Comparable Guest Traffic is flat to positive | 150% | | Maximum | 2025 full year Comparable Guest Traffic is flat to positive | 200% |

  43. Incentive-Based Compensation

    Short Term Incentive Actual Payout. In 2025, the Company achieved 104.46% of the Adjusted EBITDA target of $66.8 million, resulting in an award of 122.3% of the Adjusted EBITDA performance measure (85% weight). The Company’s Comparable Guest Traffic count was below the minimum performance level, resulting in an award of 0% of the Guest Traffic performance measure (15% weight). The combined performance achievement of Adjusted EBITDA and Comparable Guest Traffic resulted in an STI award equal to 103.96% of the total target STI. Each of our NEOs have a target annual incentive opportunity expressed as a percentage of the executive’s salary and is set based on, among other factors, market and peer comparisons, and internal equity. The target and actual amounts of our annual performance-based cash incentives paid to our NEOs in February 2026 for 2025 performance are as follows:

  44. Incentive-Based Compensation

    | Named Executive Officer | 2025 Annualized Salary | Target (% of Salary) | $ Amount at Target | 2025 Actual Payout (103.96% of Target) | | David Pace(1) | $750,000 | — | $1,125,000 | $1,169,494 | | G.J. Hart(2) | $1,000,000 | 135% | $1,350,000 | $580,582 | | Christopher Meyer(3) | $— | — | $— | $— | | Todd Wilson | $500,000 | 75% | $375,000 | $— | | Sarah Mussetter | $445,000 | 65% | $289,250 | $300,690 | | Jesse Griffith(4) | $425,000 | 65% | $245,577 | $255,289 | | Humera Kassem(5) | $375,000 | 60% | $64,904 | $67,470 | | Meghan Spuler(6) | $375,000 | 65% | $243,750 | $162,930 |

  45. Incentive-Based Compensation

    | | | | Performance Based Incentive Awards | | Time Based Incentive Awards | | Named Executive Officer | Total LTI Target Value ($) | Target (% of Actual Salary) | PSUs | PPSUs | RSUs | | David Pace(1) | — | — | 900,000 | — | 250,000 | | G.J. Hart(2) | $4,000,000 | 400% | — | — | 431,034 | | Christopher Meyer(3) | — | — | — | — | — | | Todd Wilson(4) | $875,000 | 175% | 41,273 | 109,590 | 94,288 | | Sarah Mussetter | $534,000 | 120% | 25,188 | 66,881 | 57,543 | | Jesse Griffith(5) | $240,000 | 60% | 11,320 | 30,059 | 25,862 | | Humera Kassem(6) | — | — | — | — | 31,087 | | Meghan Spuler(7) | $262,500 | 70% | 12,382 | 32,877 | 28,286 |

  46. Incentive-Based Compensation

    Pursuant to Mr. Pace’s offer letter, in 2025 he received an award of 250,000 RSUs that will vest in full on the first anniversary of the grant date and 900,000 PSUs that are subject to a three year performance period ending on December 26, 2027 that will vest upon only upon the achievement of performance metrics (share price hurdles, and if the share price hurdles are not met, then the achievement of Relative TSR). (2) Mr. Hart’s 2025 LTI grants were forfeited pursuant to his separation and transition agreement. (3) As an independent contractor, Mr. Meyer does not participate in the Company’s LTI plan. (4) Mr. Wilson’s 2025 LTI grants were forfeited as of his termination date. (5) Mr. Griffith’s 2025 LTI target and award was determined based on his then role as SVP, Operations. Upon promotion to Chief Operations Officer, Mr. Griffith’s LTI target was increased to 70%, which will be reflected in his annual 2026 LTI award. (6) Ms. Kassem did not participate in the LTI plan in fiscal 2025. Instead, she received a one-time sign-on award of 23,407 RSUs that will vest in substantially equal annual installments on the first and second anniversaries of the grant date and a one-time sign-on award of 7,680 RSUs that will vest on the first anniversary of the grant date. Pursuant to her employment agreement, beginning in fiscal 2026 her target LTI award value will be 70% of target. (7) Ms. Spuler’s 2025 LTI grants were forfeited pursuant to her separation agreement. Except as noted above for Mr. Pace, Mr. Griffith, and Ms. Kassem, the amounts listed in the table above represent the target intended value of the grant. 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 2025 grants of RSUs and PSUs for our NEOs. Time-Based Restricted Stock Units. The RSUs granted in 2025 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 2025-2027 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

    | 2025-2027 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

    | Peer Group TSR Percentile Ranking | | | 25th Percentile | -65.7% | | Median | -46% | | 75th Percentile | 69% |

  49. Executive Employment Agreements

    Executive Employment Agreements The Company is or was a party to an employment agreement or offer letter with each of our NEOs, 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.”

  50. 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 28, 2025. Submitted by the Compensation Committee: Anddria Varnado, Chair Anthony Ackil James Pappas Allison Page |

  51. 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 (i) all individuals who served as our principal executive officer or principal financial officer during fiscal year 2025, (ii) our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2025, (iii) and one former executive officer who would have been one of the three other most highly compensated executive officers except that she was not serving in such capacity at the end of fiscal year 2025 (collectively, the named executive officers or “NEOs”), for fiscal years 2023 through 2025:

  52. Summary Compensation Table

    | Name and Principal Position(6) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | David Pace, President and Chief Executive Officer | 2025 | $510,577 | — | $1,567,000 | | $1,169,494 | | $5,876 | $3,252,947 | | GJ Hart, Former President and Chief Executive Officer | 2025 | $334,231 | — | $1,823,274 | | — | | $1,451,084 | $3,608,589 | | | 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 | | Christopher Meyer, Interim Chief Financial Officer | 2025 | $80,000 | — | — | | — | | — | $80,000 | | Todd Wilson, Former Chief Financial Officer | 2025 | $475,000 | — | $1,458,897 | | — | | $17,169 | $1,951,066 | | | 2024 | $448,077 | — | $734,002 | | $94,917 | | $16,648 | $1,293,644 | | | 2023 | $433,173 | — | $742,990 | | $414,749 | | $177,683 | $1,768,595 | | Sarah Mussetter, Chief Legal Officer | 2025 | $439,231 | — | $890,342 | | $300,690 | | $12,418 | $1,642,681 | | | 2024 | $418,313 | — | $454,308 | | $67,141 | | $18,955 | $958,717 | | | 2023 | $417,885 | — | $627,197 | | $320,088 | | $9,353 | $1,374,523 | | Jesse Griffith, Chief Operations Officer | 2025 | $402,693 | — | $400,154 | | $305,289 | | $37,601 | $1,145,737 | | Humera Kassem, Chief People Officer | 2025 | $108,173 | $50,000 | $214,189 | | $67,470 | | $5,986 | $445,818 | | Meghan Spuler, Former Chief People Officer | 2025 | $242,308 | — | $437,668 | | — | | $316,559 | $996,535 | | | 2024 | $375,000 | — | $270,415 | | $59,947 | | $18,256 | $723,618 | | | 2023 | $21,635 | $50,000 | $56,990 | | $16,890 | | $179 | $145,694 |

  53. Summary Compensation Table

    (1) Amounts under Salary represent base salary earned in fiscal year 2025, which has 52 weeks. (2) Amount under Bonus represents a one-time cash sign-on bonus paid to Ms. Kassem pursuant to her employment agreement dated August 27, 2025. Amounts under Stock Awards represent the aggregate grant date fair value of RSUs, PSUs, and PPSUs awarded. See Note 14 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 28, 2025 for descriptions of the methodologies and assumptions we used to value RSUs, PSUs, and PPSUs. See “Outstanding Equity Awards at 2025 Fiscal Year-End” below for a listing of RSU, PSU, and PPSU awards outstanding for each NEO as of December 28, 2025. With respect to the PSUs and PPSUs, 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, (I) the grant date fair value of the PSU awards would be: Mr. Pace: $1,854,000; Mr. Wilson: $279,006; Ms. Mussetter: $170,270; Mr. Griffith: $76,524; and Ms. Spuler: $41,851, and (ii) the grant date fair value of the PPSU awards would be: Mr. Wilson: $1,841,112; Ms. Mussetter: $1,123,600; Mr. Griffith: $504,992; and Ms. Spuler: $276,167. Amounts under “Non-Equity Incentive Plan Compensation” column represent the amount earned under the STI in fiscal year 2025, even though it is paid in the immediately following year. (5) Amounts under “All Other Compensation” for fiscal year 2025 consist of the payments shown in the table below, paid to or on behalf of the NEOs. (6) Dave Pace was appointed CEO effective April 24, 2025. G.J. Hart transitioned from CEO to a senior advisor role effective April 24, 2025 and departed the Company effective September 24, 2025. Christopher Meyer was appointed Interim CFO effective December 1, 2025. Todd Wilson departed the Company effective December 12, 2025. Humera Kassem was appointed CPO effective September 15, 2025. Meghan Spuler departed the Company effective August 20, 2025.

  54. Summary Compensation Table

    | Name | Company Match Under 401(k) Plan(1) | Moving Expenses & Other Payments(2) | Separation Payments | Other(3) | Total | | Mr. Pace | $0 | $0 | $0 | $5,876 | $5,876 | | Mr. Hart | $0 | $0 | $1,438,659 | $12,425 | $1,451,084 | | Mr. Meyer | $0 | $0 | $0 | $0 | $0 | | Mr. Wilson | $9,330 | $0 | $0 | $7,839 | $17,169 | | Ms. Mussetter | $8,048 | $0 | $0 | $4,371 | $12,418 | | Mr. Griffith | $11,822 | $20,000 | $0 | $5,779 | $37,601 | | Ms. Kassem | $3,462 | $0 | $0 | $2,525 | $5,987 | | Ms. Spuler | $11,582 | $0 | $300,037 | $4,941 | $316,560 |

  55. Summary Compensation Table

    (1) 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. 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 NEO), Health Savings Account contribution match, and leadership conference and/or other corporate event allowance where NEOs were permitted and encouraged to have spousal participation.

  56. 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 NEOs during 2025:

  57. 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 Awards | Grant Date Fair Value at Maximum Performance Level(5) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Mr. Pace | | STI(1) | $281,250 | $1,125,000 | $2,250,000 | | | | | | | | | 04/24/25 | RSU(2) | | | | | | | 250,000 | $640,000 | $640,000 | | | 04/24/25 | PSU(3) | | | | 225,000 | 900,000 | 1,800,000 | | $927,000 | $1,854,000 | | Mr. Hart | | STI(1) | $139,624 | $558,495 | $1,116,990 | | | | | | | | | 03/24/25 | RSU(2) | | | | | | | 431,034 | $1,823,274 | $1,823,274 | | Mr. Meyer | | | | | | | | | | | | | Mr. Wilson | 03/24/25 | RSU(2) | | | | | | | 94,288 | $398,838 | $398,838 | | | 05/22/25 | PSU(3) | | | | 10,318 | 41,273 | 82,546 | | $139,503 | $279,006 | | | 06/26/25 | PPSU(4) | | | | 27,398 | 109,590 | 219,180 | | $920,556 | $1,841,112 | | Ms. Mussetter | | STI(1) | $72,313 | $289,250 | $578,500 | | | | | | | | | 03/24/25 | RSU(2) | | | | | | | 57,543 | $243,407 | $243,407 | | | 05/22/25 | PSU(3) | | | | 6,297 | 25,188 | 50,376 | | $85,135 | $170,270 | | | 06/26/25 | PPSU(4) | | | | 16,720 | 66,881 | 133,762 | | $561,800 | $1,123,600 | | Mr. Griffith | | STI(1) | $65,613 | $262,454 | $524,908 | | | | | | | | | 03/24/25 | RSU(2) | | | | | | | 25,862 | $109,396 | $109,396 | | | 05/22/25 | PSU(3) | | | | 2,830 | 11,320 | 22,640 | | $38,262 | $76,524 | | | 06/26/25 | PPSU(4) | | | | 7,515 | 30,059 | 60,118 | | $252,496 | $504,992 | | Ms. Kassem | | STI(1) | $16,226 | $64,904 | $129,807 | | | | | | | | | 09/22/25 | RSU(2) | | | | | | | 23,407 | $161,274 | $161,274 | | | 09/22/25 | RSU(2) | | | | | | | 7,680 | $52,915 | $52,915 | | Ms. Spuler | | STI(1) | $39,183 | $156,731 | $313,463 | | | | | | | | | | RSU(2) | | | | | | | 28,286 | $119,650 | $119,650 | | | | PSU(3) | | | | 3,096 | 12,382 | 24,764 | | $41,851 | $41,851 | | | | PPSU(4) | | | | 8,219 | 32,877 | 65,754 | | $276,167 | $276,167 |

  58. Grants of Plan-Based Awards

    (1) Amounts reflect potential annual cash incentive payouts to the NEO under the STI for 2025, the terms of which are summarized under “Summary of 2025 Compensation Activity—Incentive-Based Compensation— Short-Term Incentive Opportunity” above. Please refer to the “2025 Summary Compensation Table” for the actual cash-based incentive award earned under the STI for 2025. For Mr. Hart and Ms. Spuler, this amount reflects the prorated amount of the STI received pursuant to their severance arrangements. (2) Amounts reflect RSUs granted in 2025 under the 2024 Plan. Each RSU represents the contingent right to receive, upon vesting of the unit, one share of common stock, subject to continuing employment or service with the Company on the vesting date. The units are scheduled to vest one-third on each of the first, second, and third anniversaries of the date of grant, except (1) Mr. Pace’s RSUs will vest on the first anniversary of the date of grant in accordance with his offer letter, and (2) Ms. Kassem’s one-time sign-on award of 23,407 RSUs will vest in substantially equal annual installments on the first and second anniversaries of the grant date and her other one-time sign-on award of 7,680 RSUs will vest on the first anniversary of the grant date. Amounts reflect the threshold, target, and maximum payout of PSUs granted in 2025 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 2025-2027 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 PSUs are summarized under “Summary of 2025 Compensation Activity— Incentive-Based Compensation—2025 Long-Term Incentive Opportunity” above. Amounts reflect the threshold, target, and maximum payout of PPSUs granted in 2025 under the 2024 Plan. Each PPSU represents the right to receive one share of common stock upon vesting or the cash equivalent on that date. The PPSUs will cliff vest at the end of the 2025-2027 three-year performance period, subject to continuing employment or service with the Company and the achievement of specific performance conditions, similar to the PSUs. The number of shares ultimately issued or cash equivalent could be 0% to 200% of target. The option to settle the PPSUs in common stock or cash upon vesting is at the sole discretion of the Company. The terms of the PPSUs are summarized under “Summary of 2025 Compensation Activity— Incentive-Based Compensation—2025 Long-Term Incentive Opportunity” above. (5) See Note 14 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 28, 2025 for descriptions of the methodologies and assumptions we used to value stock awards pursuant to the guidance for accounting for stock compensation.

  59. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information about outstanding equity awards held by each NEO as of December 28, 2025.

  60. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date | Number Of Securities Underlying Unexercised Options (#) Exercisable | Number Of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number Of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Vesting Date | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#)(1) | Market Value Of Shares Of Stock That Have Not Vested ($)(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. Pace | 4/24/2025 | | | | | | | | | 900,000 | $3,879,000 | | | 4/24/2025 | | | | | | | 250,000 | $1,077,500 | | | | Ms. Mussetter | 3/20/2023 | | | | | | | 6,649 | $28,657 | | | | | 3/13/2024 | | | | | | | 17,625 | $75,964 | | | | | 5/23/2024 | | | | | | | | | 30,164 | $130,007 | | | 3/24/2025 | | | | | | | 57,543 | $248,010 | | | | | 5/22/2025 | | | | | | | | | 25,188 | $108,560 | | | 6/26/2025 | | | | | | | | | 66,881 | $288,257 | | Mr. Griffith | 3/20/2023 | | | | | | | 2,191 | $9,443 | | | | | 4/3/2023 | | | | | | | 2,610 | $11,249 | | | | | 3/13/2024 | | | | | | | 6,994 | $30,144 | | | | | 5/23/2024 | | | | | | | | | 11,969 | $51,586 | | | 3/24/2025 | | | | | | | 25,862 | $111,465 | | | | | 5/22/2025 | | | | | | | | | 11,320 | $48,789 | | | 6/26/2025 | | | | | | | | | 30,059 | $129,554 | | Ms. Kassem | 9/22/2025 | | | | | | | 23,407 | $100,884 | | | | | 9/22/2025 | | | | | | | 7,680 | $33,101 | | |

  61. Outstanding Equity Awards at 2025 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, except that (i) Mr. Pace’s award of 250,000 RSUs will vest in full on the first anniversary of the grant date, and (ii) Ms. Kassem’s one-time sign-on award of 23,407 RSUs will vest in substantially equal annual installments on the first and second anniversaries of the grant date and her one-time sign-on award of 7,680 RSUs will vest on the first anniversary of the grant date. Represents the aggregate market value of the unvested RSUs based on a price of $4.31 per share, which was the closing price of our common stock on December 26, 2025, the last trading date of the 2025 fiscal year. Represents unearned PSUs and PPSUs that cliff-vest at the end of a three-year performance period, with the number of shares (or the cash equivalent thereof for the PPSUs) determined based on achievement of performance goals (relative TSR). For the PSUs with a 2024 grant date, the performance period is May 23, 2024 through December 27, 2026. For the PSUs and PPSUs with a 2025 grant date, the performance period is March 24, 2025 through December 26, 2027. (4) Represents the aggregate market value of the threshold payout of the unvested PSUs and PPSUs, based on a price of $4.31 per share, which was the closing price of our common stock on December 26, 2025, the last trading date of the 2025 fiscal year.

  62. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table contains information with respect to the NEOs concerning vesting of RSUs during fiscal year 2025:

  63. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number Of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number Of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | David Pace | | | — | — | | G.J. Hart | | | 182,975 | $904,494 | | Christopher Meyer | | | — | — | | Todd Wilson | | | 37,247 | $161,439 | | Sarah Mussetter | | | 27,992 | $119,827 | | Jesse Griffith | | | 10,337 | $42,720 | | Humera Kassem | | | — | — | | Meghan Spuler | | | 5,246 | $23,555 |

  64. Options Exercised and Stock Vested

    (1) Represents RSUs that vested during fiscal year 2025 but does not include RSUs that Mr. Pace received for his prior service as a non-employee director that vested during fiscal 2025. Values are based on the closing price of our common stock on the date of vesting.

  65. 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 NEOs (other than Mr. Meyer who is an independent contractor and not eligible for payments upon termination or change in control) as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 28, 2025:

  66. 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 ($) | | Mr. Pace | Salary(3) | $1,500,000 | | | | | | | Salary + Annual Incentive(4) | | | | | $4,500,000 | | | Annual Incentive(5) | $1,169,494 | $1,169,494 | $1,169,494 | $1,169,494 | $1,169,494 | | | Health Benefits(7) | $7,302 | | | | $9,736 | | | Acceleration of RSUs(8) | | | | | $1,077,500 | | | Acceleration of Phantom PSUs | | | | | | | | Acceleration of PSUs | | | $1,077,500(9) | $1,077,500(9) | $3,879,000(10) | | Mr. Hart(2) | Salary | $2,300,000 | | | | | | | Salary + Annual Incentive | | | | | | | | Annual Incentive | $580,582 | | | | | | | Health Benefits | | | | | | | | Acceleration of RSUs | | | | | | | | Acceleration of Phantom PSUs | | | | | | | | Acceleration of PSUs | | | | | | | Mr. Wilson | Salary(3) | $500,000 | | | | | | | Salary + Annual Incentive(4) | | | | | $1,750,000 | | | Annual Incentive(5) | $389,831 | $389,831 | $389,831 | $389,831 | $389,831 | | | Health Benefits(7) | $8,004(7) | | | | $16,008 | | | Acceleration of RSUs(8) | | | | | $563,063 | | | Acceleration Phantom PSUs | | | $472,333(9) | $472,333(9) | $472,333(10) | | | Acceleration of PSUs | | | $387,930(9) | $387,930(9) | $387,930(10) | | Ms. Mussetter | Salary(3) | $445,000 | | | | | | | Salary + Annual Incentive(4) | | | | | $1,468,500 | | | Annual Incentive | $289,250(6) | $300,690(5) | $300,690(5) | $300,690(5) | $300,690(5) | | | Health Benefits(7) | $7,022 | | | | $14,044 | | | Acceleration of RSUs(8) | | | | | $352,631 | | | Acceleration of Phantom PSUs | | | $288,257(9) | $288,257(9) | $288,257(10) | | | Acceleration of PSUs | | | $110,293(9) | $110,293(9) | $238,567(10) | | Mr. Griffith | Salary(3) | $425,000 | | | | | | | Salary + Annual Incentive(4) | | | | | $701,250 | | | Annual Incentive(5) | $305,289 | $305,289 | $305,289 | $305,289 | $305,289 | | | Health Benefits(7) | | | | | $0 | | | Acceleration of RSUs(8) | | | | | $162,302 | | | Acceleration of Phantom PSUs | | | $129,554(9) | $129,554(9) | $129,554(10) | | | Acceleration of PSUs | | | $45,350(9) | $45,350(9) | $100,376(10) | | Ms. Kassem | Salary(3) | $375,000 | | | | | | | Salary + Annual Incentive(4) | | | | | $600,000 | | | Annual Incentive(5) | $67,470 | $67,470 | $67,470 | $67,470 | $67,470 | | | Health Benefits(7) | $8,004 | | | | $8,004 | | | Acceleration of RSUs(8) | | | | | $133,985 | | | Acceleration of Phantom PSUs | | | | | | | | Acceleration of PSUs | | | | | | | Ms. Spuler(2) | Salary | $375,000 | | | | | | | Salary + Annual Incentive | | | | | | | | Annual Incentive | $162,930 | | | | | | | Health Benefits | $7,299 | | | | | | | Acceleration of RSUs | | | | | | | | Acceleration of Phantom PSUs | | | | | | | | Acceleration of PSUs | | | | | |

  67. 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) The amounts shown for Mr. Hart and Ms. Spuler represent the actual payments and benefits paid or payable in connection with their transition or termination, which occurred on April 24, 2025, and August 20, 2025, respectively, rather than amounts calculated assuming a termination on the last business day of fiscal 2025. (3) 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. Pace is 2x, and in the case of all other NEOs is 1x), payable in monthly installments over 12 months following the separation date. (4) 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. Pace, Ms. Mussetter, and Mr. Wilson, is 2x, and in the case of all other NEOs is 1x). (5) Represents the actual amount of the annual STI award earned for fiscal 2025. For Mr. Wilson, represents the amount of the annual STI award he would have earned for the full year of fiscal 2025 had he been employed through the payment date. (6) Represents the target amount of the annual STI award for fiscal 2025. (7) 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) a “multiplier” (which in the case of a Change in Control, is 24 months for Mr. Pace, Ms. Mussetter, and Mr. Wilson, and 12 months for the other NEOs, and in the case of a Termination w/o Cause or Resignation with Good Reason is 18 months for Mr. Pace and 12 months for all other NEOs. (8) Represents the executive’s outstanding and unvested RSUs subject solely to time-based vesting on December 28, 2025, that would have vested upon termination, multiplied by the closing sales price of the Company’s common on December 26, 2025, the last trading date of the 2025 fiscal year ($4.31). (9) The PSU and PPSU awards provide that upon death or disability of the executive 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 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 vested or would have vested under such PSU awards on December 28, 2025, multiplied by the closing sales price of the Company’s common stock on December 26, 2025, the last trading date of the 2025 fiscal year ($4.31). The PSU and PPSU 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). The PSU award for the 2023-2025 performance period was calculated at 31% of target, as this was the amount certified as earned on December 28, 2025, pursuant to the award agreement. Accordingly, the values in the table above represent the number of shares that vested or would have vested (using target shares) under such PSU awards on December 28, 2025, multiplied by the closing sales price of the Company’s common stock on December 26, 2025, the last trading date of the 2025 fiscal year ($4.31).

  68. 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.”

  69. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for CEO(1) Mr. Pace | Compensation Actually Paid to CEO(2) Mr. Pace | Summary Compensation Table Total for to CEO(1) Mr. Hart | Compensation Actually Paid to CEO(2) Mr. Hart | Summary Compensation Table Total for to CEO(1) Mr. Murphy | Compensation Actually Paid to CEO(2) Mr. Murphy | Average Summary Compensation Table Total for Non-PEO NEOs(3) NEO | Average Compensation Actually Paid to Non-PEO NEOs(2) NEO | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income (millions)(6) | Adjusted EBITDA(7) | | 2025 | $3,252,947 | $8,019,447 | $3,608,589 | $774,781 | | | $1,236,367 | $979,175 | $21.44 | $95.59 | $(24.3) | $69.7 | | 2024 | | | $5,487,137 | $14,216 | | | $972,775 | $637,572 | $26.82 | $109.29 | $(77.5) | $45.6 | | 2023 | | | $8,463,446 | $10,021,195 | | | $1,265,792 | $1,317,221 | $62.04 | $91.23 | $(21.2) | $75.7 | | 2022 | | | $3,154,080 | $2,441,211 | $5,203,896 | $(2,217,630) | $1,038,702 | $353,016 | $28.36 | $77.01 | $(78.9) | $52.1 | | 2021 | | | | | $5,359,783 | $1,204,535 | $1,235,919 | $607,540 | $85.37 | $96.97 | $(50.4) | $63.1 |

  70. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) The dollar amounts reported in these columns are the amounts of total compensation reported for each CEO in each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” of the applicable year’s proxy statement. Mr. Pace has served as the Company’s CEO since April 24, 2025. Mr. Hart served as the Company’s CEO from September 6, 2022 to April 24, 2025. Mr. Murphy served as the Company’s CEO from October 3, 2019 to September 6, 2022. The dollar amounts reported these columns represent the amount of “compensation actually paid” to our executives 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 the CEOs or to the other NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table The following table show the amounts deducted from and added to the Summary Compensation Table to calculate “compensation actually paid” in these columns in 2025.

  71. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Mr. Pace | Mr. Hart | Non-PEO NEOs (Average) | | Summary Compensation Table Total | $3,252,947 | $3,608,589 | $1,236,367 | | Grant Date Fair Value of Stock and Option Awards (-) | $1,567,000 | $1,823,274 | $680,250 | | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in Year (+) | $6,333,500 | $1,857,757 | $502,645 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards (+) | — | — | $(22,433) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year (+) | — | — | — | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year (+) | — | $904,494 | $57,924 | | Fair Value at the end of the Prior Year of Vesting Equity Awards that Fail to Meet Conditions (-) | — | $3,772,785 | $115,078 | | Compensation Actually Paid | $8,019,447 | $774,781 | $979,175 |

  72. PAY VERSUS PERFORMANCE DISCLOSURE

    The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding the CEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the CEOs) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Christopher Meyer, Todd Wilson, Sarah Mussetter, Jesse Griffith, Humera Kassem, and Meghan Spuler (ii) for 2024, Todd Wilson, Sarah Mussetter, Kevin Mayer, and Meghan Spuler (iii) for 2023, Todd Wilson, Sarah Mussetter, Kevin Mayer, Jyoti Lynch, and Wayne Davis (iv) for 2022, Lynn Schweinfurth, Todd Wilson, Wayne Davis, Michael Buchmeier, Sarah Mussetter, Jonathan Muhtar, and Darla Morse (v) for 2021, Lynn Schweinfurth, Jonathan Muhtar, Michael Kaplan, Darla Morse, and Michael Buchmeier (4) Pursuant to SEC Rules, the TSR figures assume an initial investment of $100 on the last day of the fiscal year. (5) 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. (6) 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. 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.

  73. 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.

  74. CEO PAY RATIO

    CEO PAY RATIO In accordance with 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 current Chief Executive Officer, Mr. Pace, who served in such capacity effective April 24, 2025, 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 both our current and 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 25.6 hours per week (or 1,331 hours during the year) in 2025. We calculated that employee’s 2025 annual total compensation using the same methodology (and including all the same compensation elements) that we used for our NEOs in the 2025 Summary Compensation Table set forth above in this proxy statement. The median employee earned $25,068 in total compensation (including company match to the 401(k) Plan) during 2025. Mr. Pace’s 2025 total compensation as shown in the Summary Compensation Table and determined in accordance with the SEC pay ratio rules is $3,252,947. As a result, we estimate that for fiscal year 2025, the ratio of our CEO annual total compensation to that of our median employee was approximately 130:1. 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.