DEF 14A of Texas Roadhouse, Inc.
Filed Apr 10, 2026 · FY20250001104659-26-041771
Proposal 1—Election of Directors (Page 98)
Proposal 1—Election of Directors (Page 98) The affirmative vote of a majority of the votes cast by the holders of the Company’s common stock is required to elect each nominee. You may vote “FOR” or “AGAINST” each nominee. A vote to “ABSTAIN” is not treated as a vote cast, and will have no effect on this proposal. The Bylaws require that each director nominee tender an irrevocable conditional resignation to the Company, to be effective only upon (i) the director’s failure to receive the required shareholder vote in an uncontested election, and (ii) Board acceptance of such resignation. Our Nominating Committee (as hereinafter defined) will consider the offer of resignation and make a recommendation to the Board as to the action to be taken with respect to the offer. The Board will act on the Nominating Committee’s recommendation within 90 days, and will promptly disclose publicly its decision to accept or reject such resignation and the reasons therefor. The Board recommends that you vote “FOR” the nominees.
Director Summaries
Director Summaries
Director Summaries
| Jane Grote Abell | Business Experience: Ms. Abell is a founding family member, Executive Chairwoman of the Board of Directors, and Chief Purpose Officer for Donatos Pizza and Jane’s Dough Premium Foods, all positions she has held since 2010. At Donatos, Ms. Abell previously held the title of Chief Operations Officer, Chief People Officer, and President. She also previously served as Senior Vice President of Business Development for Donatos where she led growth for franchising and development during the period of time in which Donatos was owned by the McDonald’s corporation. | | Director Since: 2024 Age: 59 Board Committees / Leadership: Finance and Audit Committee; Talent Management and Compensation Committee Public Boards: None Favorite Texas Roadhouse Food Item: Herb Crusted Chicken, Baked Potato and Steamed Vegetables with the World Famous Texas Roadhouse Rolls | | | | Reason for Nomination: Ms. Abell is being nominated as a non-employee director because of her executive and board experience as well as her extensive knowledge of the restaurant industry where she has over 30 years of experience in the industry. As a result of these and other professional experiences, Ms. Abell possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Chief Executive; Restaurant Industry; Human Resources |
Director Summaries
| Hugh J. Carroll | Business Experience: Mr. Carroll joined Texas Roadhouse in August 2012 as Vice President of International to lead Texas Roadhouse’s international franchising and development activities. In 2019, he was named President of International and subsequently took on leadership of Texas Roadhouse’s Jaggers brand. Mr. Carroll continued to oversee the Jaggers brand and Texas Roadhouse’s international franchising and development activities until his retirement from Texas Roadhouse at the beginning of January 2026. Prior to joining Texas Roadhouse, he served as the acting Chief Executive Officer, President, Chief Operating Officer, and Senior Vice President of Operations at Rosinter Restaurants Holding in Moscow, Russia. Mr. Carroll has over 35 years of multi-unit restaurant operations, management, and development experience, including multiple domestic and international operations executive assignments with Carlson Restaurants Worldwide. He also has experience in managing restaurant operations in the casual dining and fast-food restaurant segments from both a corporate and franchise perspective. | | Director Since: 2025 Age: 69 Board Committees / Leadership: None. Public Boards: None Favorite Texas Roadhouse Food Item: Jaggers Cobb Salad with Blue Cheese Dressing | | | | Reason for Nomination: Mr. Carroll is being nominated as a non-independent, non-employee director because of his prior role as President of International of the Company, his executive experience, his international experience, and his in-depth knowledge of the restaurant industry and the Company. As a result of these and other professional experiences, Mr. Carroll possesses particular knowledge and experience that strengthens the Board’s collective qualifications, skills, and experience. | | | Key Skills: Chief Executive; Restaurant Industry; International and Franchising |
Director Summaries
| Michael A. Crawford | Business Experience: Mr. Crawford is currently serving as the Chief Executive Officer of Baillie Lodges & Tierra Hotels, a collection of luxury lodges and hotels. In this role, he is responsible for leading the strategic growth and operational excellence of the hotel and resort portfolio. He previously served as the Chairman of the Board, President and Chief Executive Officer for Hall of Fame Resort & Entertainment Company, including Hall of Fame Village, Hall of Fame Village Media and Gold Summit Gaming divisions, from December 2018 until May 2025. From 2014 to 2018, Mr. Crawford held numerous executive positions with the Four Seasons Hotels and Resorts Company, starting as the President of Asia Pacific and subsequently becoming Global President of Portfolio Management. While at Four Seasons, he was responsible for business and capital planning, along with the design and construction of all new Four Seasons Hotels and Resorts worldwide. Prior to Four Seasons, Mr. Crawford spent almost 25 years at the Walt Disney Company (NYSE: DIS) where he rose to Senior Vice President and General Manager of Shanghai Disney Resort and President of Shanghai’s Walt Disney Holdings Company. Mr. Crawford also serves as the lead independent director for Seaport Entertainment Group (NYSE: SEG), which develops, owns, and operates a real estate and entertainment portfolio, where he also serves as the chairman of the nominating and corporate governance committee. Finally, Mr. Crawford serves as an independent director on the Board of Directors of The Ironman Group, a privately held global endurance sports company. | | Director Since: 2020 Age: 58 Board Committees / Leadership: Finance and Audit Committee; Talent Management and Compensation Committee; Chairperson of Talent Management and Compensation Committee Public Boards: Seaport Entertainment Group (NYSE: SEG) Favorite Texas Roadhouse Food Item: 6oz Filet and Grilled Shrimp | | | | Reason for Nomination: Mr. Crawford is being nominated as a non-employee director because of his chief executive experience, his hospitality and international experience, and his strategic planning experience. As a result of these and other professional experiences, Mr. Crawford possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Chief Executive; Hospitality; International |
Director Summaries
| Donna E. Epps | Business Experience: Ms. Epps is a certified public accountant licensed in the State of Texas who previously served in various capacities at Deloitte LLP for over 31 years, including over 17 years of focus on providing attest services to private and public companies across industries including distribution, commercial and industrial products, energy, technology, and telecommunications. Following her retirement from Deloitte in 2017, Ms. Epps serves as an independent director for Saia, Inc. (NASDAQ: SAIA), a transportation company that predominantly transports less-than-truckload shipments across 45 states but also offers a wide range of other services, including non-asset truckload, expedited transportation and logistics services across North America. Ms. Epps also serves as an independent director for Texas Pacific Land Corporation (NYSE: TPL), one of the largest landowners in the state of Texas with approximately 900,000 acres of land located in 19 counties of West Texas. | | Director Since: 2021 Age: 62 Board Committees / Leadership: Finance and Audit Committee; Nominating and Corporate Governance Committee; Chairperson of Finance and Audit Committee Public Boards: Saia, Inc. (NASDAQ: SAIA) Texas Pacific Land Corporation (NYSE: TPL) Favorite Texas Roadhouse Food Item: Fall-Off-The-Bone Ribs | | | | Reason for Nomination: Ms. Epps is being nominated as a non-employee director because of her extensive audit, risk, financial and accounting experience and her extensive board experience. As a result of these and other professional experiences, Ms. Epps possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Audit; Finance and Accounting; Enterprise Risk Management |
Director Summaries
| Elizabeth K. Ingram | Business Experience: Ms. Ingram is the Chief Executive Officer and Chair of the Board of Directors of White Castle System, Inc., a restaurant chain with approximately 350 locations and a manufacturing business that sells products to retailers in all 50 states. She has served as CEO of White Castle Systems, Inc. since 2016 and Chair of the Board of Directors since 2021. Ms. Ingram has served on the Board of Directors of M/I Homes, Inc. (NYSE: MHO) since 2019, where she also serves as the chairwoman of the audit committee and member of the executive compensation committee. She also serves as the Chair of the Board of Directors of OhioHealth, where she also serves as the chair of the compensation committee, and is a member of the governing committee for The Columbus Foundation. | | Director Since: 2026 Age: 55 Board Committees / Leadership: None Public Boards: M/I Homes, Inc. (NASDAQ: MHO) Favorite Texas Roadhouse Food Item: Fried pickles with a 6oz Filet, Baked Potato, Applesauce, and the World Famous Texas Roadhouse Rolls. | | | | Reason for Nomination: Ms. Ingram is being nominated because of her executive and board experience as well as her extensive knowledge of the restaurant industry and marketing background. As a result of these and other professional experiences, Ms. Ingram possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Chief Executive; Restaurant Industry; Marketing |
Director Summaries
| Wayne L. Jones | Business Experience: Mr. Jones has over 40 years of experience in the restaurant industry, where his career spans several well-respected brands, including BJ’s Restaurants, P.F. Chang’s, Anthony’s Coal Fired Pizza, and The Cheesecake Factory. Most recently, Mr. Jones served as the Chief Executive Officer of Anthony’s Coal Fired Pizza from 2017 until his retirement in 2020. In addition to his executive level experience, Mr. Jones served on the Board of Directors as an independent director at Craftworks Restaurants from 2015 to 2018. | | Director Since: 2023 Age: 67 Board Committees / Leadership: Finance and Audit Committee; Nominating and Corporate Governance Committee; Chairperson of Risk Subcommittee Public Boards: None Favorite Texas Roadhouse Food Item: Ribeye, Loaded Baked Potato and Rattlesnake Bites with the World Famous Texas Roadhouse Rolls | | | | Reason for Nomination: Mr. Jones is being nominated because of his chief executive and board of director experience as well as his extensive knowledge of the restaurant industry where he has over 40 years of experience in the industry. As a result of these and other professional experiences, Mr. Jones possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Chief Executive; Restaurant Industry; Hospitality |
Director Summaries
| Gregory N. Moore | Business Experience: Mr. Moore served as the Senior Vice President and Controller of Yum! Brands, Inc. until he retired in 2005. Yum! Brands is the worldwide parent company of Taco Bell, KFC, and Pizza Hut. Prior to becoming Yum! Brands’ Controller, Mr. Moore was the Vice President and General Auditor of Yum! Brands. Before that, he was with PepsiCo, Inc. and held the position of Vice President, Controller of Taco Bell and Controller of PepsiCo Wines & Spirits International, a division of PepsiCola International. Before joining PepsiCo, he was an Audit Manager with Arthur Young & Company in its New York, New York and Stamford, Connecticut offices. Mr. Moore is a certified public accountant in the States of New York and California. Mr. Moore previously served on the board of Newegg Commerce, Inc. (NASDAQ: NEGG), an on-line retailer specializing in computer and computer-related equipment, from July 2011 until October 2025. | | Director Since: 2005 Age: 76 Board Committees / Leadership: Finance and Audit Committee; Talent Management and Compensation Committee; Chairman of the Board Public Boards: None. Favorite Texas Roadhouse Food Item: Texas Size Combo of 6oz Filet and Fall-Off-The Bone Ribs | | | | Reason for Nomination: Mr. Moore is being nominated as a non-employee director because of his extensive financial, accounting, and international experience as well as his experience in the restaurant industry. As a result of these and other professional experiences, Mr. Moore possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Finance and Accounting; Restaurant Industry; International |
Director Summaries
| Gerald L. Morgan | Business Experience: Mr. Morgan is a 29-year veteran of Texas Roadhouse and has 40 years of total foodservice experience, including with Bennigan’s and Burger King. His career with Texas Roadhouse began in 1997 as Managing Partner in Grand Prairie, Texas, which was store number 26 and the first in Texas. Mr. Morgan was named Managing Partner of the Year in 2001, which is the Company’s highest recognition. Mr. Morgan was promoted to Market Partner in 2001, where he oversaw and grew operations in Texas and Oklahoma. In 2014, Mr. Morgan was awarded the Texas Roadhouse Legends Award at the Company’s Managing Partner Conference. The following year, he was promoted to Regional Market Partner. Mr. Morgan was named Chief Executive Officer in 2021. Mr. Morgan also previously served as President of the Company from December 2020 through January 2023. In August 2025, Mr. Morgan was appointed the Executive Vice Chairman of the Company while remaining as the Company’s Chief Executive Officer. | | Director Since: 2021 Age: 65 Board Committees / Leadership: Company’s Chief Executive Officer and Executive Vice Chairman Public Boards: None Favorite Texas Roadhouse Food Items: TXRH: 8oz Sirloin with Green Beans and Seasoned Corn Bubba’s 33: Patriot Burger Jaggers: Banana Split Shake | | | | Reason for Nomination: Mr. Morgan is being nominated as an executive director because of his role as Chief Executive Officer of the Company, his knowledge of the restaurant industry, and his in-depth knowledge of the Company. As a result of these and other professional experiences, Mr. Morgan possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Chief Executive; Restaurant Industry; Business Operations and Strategy |
Director Summaries
| Curtis A. Warfield | Business Experience: Mr. Warfield is a certified public accountant licensed in the Commonwealth of Kentucky and is currently the President and Chief Executive Officer of Windham Advisors LLC, a private equity and strategic advisory firm that offers innovative business solutions for companies in technology, healthcare, and real-estate industries. He served as part of the senior leadership team of Anthem, Inc. (NYSE: ANTM), one of the nation’s largest health insurers with over $100 billion in revenues from 2017 to 2019. Previously he served in a variety of roles from 1997 to 2016 at HCA, the largest healthcare provider in the country. He began as the Chief Financial Officer of the Columbia Healthcare Network with a majority of his tenure serving as the Chief Executive Officer of NPAS, a healthcare services company. In 2021, Mr. Warfield joined the board of Talkspace, Inc. (NASDAQ: TALK), a digital company which offers mental health treatment services. Mr. Warfield also served on the board of OneOncology until June 2023, before the sale to Amerisource Bergen (NYSE:ABC), a company that invests in and collaborates with community oncology practices. | | Director Since: 2018 Age: 58 Board Committees / Leadership: Finance and Audit Committee; Nominating and Corporate Governance Committee; Chairperson of Nominating and Corporate Governance Committee Public Boards: Talkspace, Inc. (NASDAQ: TALK) Favorite Texas Roadhouse Food Item: Beef Tips, Mashed Potatoes and Gravy with the World Famous Texas Roadhouse Rolls | | | | Reason for Nomination: Mr. Warfield is being nominated as a non-employee director because of his extensive financial and accounting experience, his executive management experience, and his information technology experience. As a result of these and other professional experiences, Mr. Warfield possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. | | | Key Skills: Audit; Finance and Accounting; Capital Management and Allocation |
Meetings of the Board
Meetings of the Board The Board met on 13 occasions and its standing committees (Audit Committee, Compensation Committee, and Nominating Committee) met on 21 occasions during our fiscal year ended December 30, 2025, which consisted of (i) 11 meetings of the Audit Committee, (ii) five meetings of the Compensation Committee, and (iii) five meetings of the Nominating Committee. Of the 13 meetings of the Board, four were joint meetings among the Board, the Audit Committee, the Compensation Committee and/or the Nominating Committee, and four of such meetings occurred immediately prior to the Audit Committee to approve the issuance of the applicable quarterly dividend. Each incumbent director attended at least 75% of the aggregate number of meetings of the Board and its committees on which such director served during his or her period of service in fiscal 2025. In addition, the Company expects all members of the Board being nominated for re-election to attend the Annual Meeting. All incumbent directors attended the 2025 annual meeting. Four regular Board meetings are currently scheduled for the 2026 fiscal year. Executive sessions of independent directors, without management directors or employees present, are typically scheduled in conjunction with each regularly scheduled Board meeting. The role of each standing committee is more fully described below.
Leadership Structure of the Board
Leadership Structure of the Board The Board currently consists of seven independent directors, one non-independent, non-employee director and one executive director. On March 19, 2021 and following the passing of W. Kent Taylor, the Company’s founder and then Chairman of the Board and Chief Executive Officer of the Company, the Board named Gregory N. Moore as Chairman of the Board. Mr. Moore joined the Board in 2005 following the Company’s initial public offering in 2004. Until his appointment as Chairman of the Board, Mr. Moore had previously served as the Board’s Lead Independent director since the creation of that position in 2012. The responsibility and authority of the Lead Independent director are delineated in our Corporate Governance Guidelines, which can be found on the Company’s website at www.texasroadhouse.com. The Board determined that a separation of the duties and responsibilities of the Chairman of the Board from those of the Chief Executive Officer was appropriate during the transition following the death of the Company’s founder. The Board believes this separation continues to be appropriate because it provides a clear allocation of authority and strengthens independent oversight and CEO accountability. As more particularly described below, Mr. Morgan, the Company’s Chief Executive Officer, was appointed to the Board on June 15, 2021. On August 14, 2025, the Board appointed Mr. Morgan as Executive Vice Chairman of the Company. Mr. Morgan continues to serve as Chief Executive Officer of the Company, and his appointment was a part of the Company’s long-term Board succession planning processes. As a part of such long-term succession planning, Mr. Morgan has been identified as the future Chairman of the Board following such time as Chairman Moore no longer holds such position. As Executive Vice Chairman, Mr. Morgan is responsible for presiding over the meetings of the Board in the absence of the Chairman of the Board and performs such other duties as may be assigned to the Executive Vice Chairman by the Board. Additionally, as part of the Company’s long-term succession planning, the Board has identified an individual to fill the role of Lead Independent Director at such time as Mr. Morgan assumes the role of Chairman of the Board.
Compensation of Directors
Compensation of Directors As further discussed in the “Compensation Discussion and Analysis,” in 2024, the Compensation Committee engaged FW Cook as an independent compensation consultant to advise the Compensation Committee on non-employee director compensation beginning with the 2025 calendar year. As a part of their review, FW Cook reviewed the non-employee director compensation of the peer companies described in this proxy statement as well as utilized their industry knowledge for companies in-between mid-cap and large-cap sizes. Based on the Compensation Committee’s review of FW Cook’s report and recommendations and as a part of establishing non-employee director compensation for each non-employee director’s 2025 calendar year service, the Compensation Committee (A) increased certain portions of the cash components for the non-employee director compensation to further align with its peer companies and industry practices for companies between mid-cap and large-cap companies; and (B) reduced a portion of the equity component for non-employee director compensation so that the total compensation for each non-employee director is not as heavily weighted on equity. The Compensation Committee applied the same rationale when establishing the non-employee director compensation for each non-employee director’s 2026 calendar year service. Similar to our compensation philosophy for our executive officers, we believe that issuing service based restricted stock units to our non-employee directors aligns their interests with those of our shareholders. Specifically, since the bulk of each non-employee director’s compensation lies in the value of the service based restricted stock units granted, the non-employee directors are motivated to continually improve the Company’s performance in the hope that the performance will be reflected by the stock price on the vesting date of their service based restricted stock units. Moreover, we believe that the service based restricted stock unit awards drive director alignment with maximizing shareholder value because the value of the service based restricted stock units varies in response to investor sentiment regarding overall Company performance at the time of vesting. As described more fully below, the following table summarizes the total compensation earned for the 2025 calendar year for each of the non-employee directors.
Compensation of Directors
| 2025 Director Compensation Table | | | | | | | Grant Date | | | | Fees Earned | Fair Value of | | | | or Paid in | Stock Awards | | | Name | Cash ($) | ($)(1) | Total ($) | | Jane Grote Abell | 67,500 | 217,524 | 285,024 | | Michael A. Crawford | 80,000(2) | 217,524 | 297,524 | | Donna E. Epps | 92,500(3) | 217,524 | 310,024 | | Wayne L. Jones | 67,500 | 217,524 | 285,024 | | Gregory N. Moore | 142,500(4) | 308,159 | 450,659 | | Curtis A. Warfield | 80,000(5) | 217,524 | 297,524 | | Kathleen M. Widmer | 65,000 | 217,524 | 282,524 | | James R. Zarley | 16,875(6) | 217,524(7) | 234,399 |
Compensation of Directors
| (1) The Compensation Committee agreed that with respect to (i) the Chairman of the Board’s 2025 calendar year service, he received an annual grant of service based restricted stock units equal to $315,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares; and (ii) for each remaining non-employee director’s 2025 year service, each received an annual grant of service based restricted stock units equal to $225,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Except as described in footnote (7), all service based restricted stock units described in this paragraph were granted on January 8, 2025 and vested on January 8, 2026 in accordance with the terms of a previously approved restricted stock unit agreement. |
Compensation of Directors
For the service based restricted stock units described in footnote (1), fair value is equal to the closing price of the Company’s common stock on the trading day immediately preceding the date of the grant, which was $181.27 for the grants to the non-employee directors. Using the formula described in the immediately foregoing paragraph of footnote (1), Mr. Moore, as Chairman of the Board, was granted 1,700 service based restricted stock units for his 2025 calendar year service, and each remaining non-employee director was granted 1,200 service based restricted stock units for their respective 2025 calendar year service. The amounts listed above represent the grant date fair value determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. Detailed information under U.S. GAAP is set forth in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025. No other equity awards were granted to the non-employee directors during the period of time covered by this table. The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the non-employee directors will actually realize from the awards. Whether, and to what extent, a non-employee director realizes value on these awards will depend on a number of factors, including the Company’s actual operating performance, stock price fluctuations, and the non-employee director’s continued service on the Board. Additionally, the total compensation for any non-employee director may not exceed $500,000, which amount shall be calculated by adding (i) the total cash compensation to be paid for services rendered by a non-employee director in any given fiscal year to (ii) the grant date value of any equity granted to such non-employee director in that fiscal year. This cap on Board total compensation is included in the Company’s 2021 Long-Term Incentive Plan.
Compensation of Directors
| (2) This amount includes the $12,500 annual fee for serving as the chairperson of the Compensation Committee. |
Compensation of Directors
| (3) This amount includes the $25,000 annual fee for serving as the chairperson of the Audit Committee. |
Compensation of Directors
| (4) This amount includes the $75,000 annual fee for serving as the Chairman of the Board. |
Compensation of Directors
| (5) This amount includes the $12,500 annual fee for serving as the chairperson of the Nominating Committee. |
Compensation of Directors
| (6) This amount reflects the prorated amount of Mr. Zarley’s annual base fee for his partial 2025 calendar service on the Board. |
Compensation of Directors
| (7) As described above, Mr. Zarley did not stand for re-election at the 2025 annual shareholder meeting. Upon his retirement from the Board, Mr. Zarley forfeited his right to receive the 1,200 service based restricted stock units relating to his 2025 calendar year service that would have vested on January 8, 2026. |
Compensation of Directors
The Compensation Committee established that all non-employee directors would receive the amounts set forth below for cash and stock compensation relating to their 2025 calendar year service:
Compensation of Directors
| 2025 Director Compensation | | | Cash Compensation | | | Non-Employee Director Base Fee | $45,000 | | Chairman of the Board | $75,000 | | Chair of Audit Committee | $25,000 | | Chair of Compensation Committee | $12,500 | | Chair of Nominating Committee | $12,500 | | Member of Audit Committee | $12,500 | | Member of Compensation Committee | $10,000 | | Member of Nominating Committee | $10,000 | | Meeting Attendance | N/A | | Stock Compensation | | | Chairman of the Board | Annual grant of service based restricted stock units equal to $315,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares, which was $181.27. These restricted stock units were granted on January 8, 2025 and vested on January 8, 2026. Based on the foregoing, the Chairman of the Board received 1,700 service based restricted stock units for his 2025 calendar year service. | | Non-Employee Director | Annual grant of service based restricted stock units equal to $225,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares, which was $181.27. These restricted stock units were granted on January 8, 2025 and vested on January 8, 2026. Based on the foregoing, each remaining non-employee director received 1,200 service based restricted stock units for their respective 2025 calendar year service. |
Compensation of Directors
The Compensation Committee established that all non-employee directors will receive the amounts set forth below for cash and stock compensation relating to their 2026 calendar year service:
Compensation of Directors
| 2026 Director Compensation | | | Cash Compensation | | | Non-Employee Director Base Fee | $50,000 | | Chairman of the Board | $75,000 | | Chair of Audit Committee | $25,000 | | Chair of Compensation Committee | $12,500 | | Chair of Nominating Committee | $12,500 | | Member of Audit Committee | $12,500 | | Member of Compensation Committee | $10,000 | | Member of Nominating Committee | $10,000 | | Meeting Attendance | N/A | | Stock Compensation | | | Chairman of the Board | Annual grant of service based restricted stock units equal to $315,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares, which was $180.79. These restricted stock units were granted on January 8, 2026 and will vest on January 8, 2027. Based on the foregoing, the Chairman of the Board received 1,700 service based restricted stock units for his 2026 calendar year service. | | Non-Employee Director | Annual grant of service based restricted stock units equal to $225,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares, which was $180.79. These restricted stock units were granted on January 8, 2026 and will vest on January 8, 2027. Based on the foregoing, each remaining non-employee director received 1,200 service based restricted stock units for their respective 2026 calendar year service. |
Compensation of Directors
A description of the compensation relating to Mr. Morgan’s 2025 fiscal year service is set forth in the Summary Compensation Table, and the compensation for Mr. Carroll for his 2025 fiscal year is set forth in the Related Party Transaction section. Additionally, in connection with Ms. Ingram’s appointment to the Board, on March 5, 2026, she was granted 1,000 service based restricted stock units, which represents the prorated amount of service based restricted stock units granted to the other non-employee directors as described above. The fair value is equal to the closing price of the Company’s common stock on the trading day immediately preceding the grant, which was $178.70 for the grant to Ms. Ingram. These service based restricted stock units will vest on January 8, 2027.
Bubba Who: Who Plays a Role in Determining Executive Compensation
| ROLE IN EXECUTIVE COMPENSATION | | | Independent Compensation Consultant / Database Aggregator | ● Partners with the Compensation Committee and management to determine peer companies used in evaluating executive compensation ● Engaged by Compensation Committee (when appropriate) pursuant to the authority granted under its charter (FW Cook was engaged in 2024) ● Provides market data, guidance, and recommendations on the design of executive compensation packages, the specific cash and equity compensation for the Company’s Named Executive Officers, and the manner and rationale in which separation payments would be paid to our Named Executive Officers ● Database Aggregator provides executive and director compensation (when appropriate) | | Compensation Committee | ● Approves the executive compensation for each Named Executive Officer in alignment with their pay philosophy and objectives discussed within this proxy statement ● Approves design, administration, and oversight of executive compensation plans for our Named Executive Officers ● Partners with our independent compensation consultant and management to determine peer companies used in evaluating executive compensation ● Approves employment agreements with our Named Executive Officers | | Chief Executive Officer | ● Provides feedback to the Compensation Committee on the design of incentive compensation and percentage breakdown of each component of executive compensation ● Provides recommendations to the Compensation Committee with respect to adjustments in compensation for the other Named Executive Officers ● Meets with the Board and the Compensation Committee (as and if applicable) to discuss performance of the other Named Executive Officers ● Does not participate in the creation of their own compensation package |
Bubba What: What We Do and What We Don’t Do
| WHAT WE DO | WHAT WE DON’T DO | | ✓ Set and evaluate executive compensation to promote the sustained profitability of the Company ✓ Conduct an Annual “Say on Pay” Vote ✓ Maintain stock ownership guidelines for our executives and directors and ensure annual compliance ✓ When appropriate, engage an independent compensation consultant to assist with executive compensation ✓ Limit accelerated vesting of equity awards by requiring a “double trigger” upon a change in control ✓ Employ a Clawback Policy to recover performance based compensation in certain circumstances ✓ Determine executive compensation through a fully independent compensation committee ✓ Allow for an annual adjustment of the bonus and equity portions of executive compensation by the compensation committee to more accurately reflect the overall performance of the Company and the individual executive ✓ Have a three year performance period for performance based restricted stock units | ✘ No automatic increases on executive compensation ✘ No excessive perquisites ✘ No multi-year guarantees for salary increases, bonus, or equity compensation ✘ No short-selling, trading in derivatives, or engaging in hedging transactions by executive or directors ✘ No compensation or incentives that encourage unnecessary or excessive risk taking ✘ No payment of dividends on equity awards that are not fully earned or vested ✘ No grant of equity awards at less than fair market value ✘ No automatic acceleration of equity awards upon retirement |
Bubba How: How We Pay
Bubba How: How We Pay The Company’s Compensation Committee reviews and establishes executive compensation in connection with each executive officer’s employment agreement. As one purpose of this discussion is to present the Compensation Committee’s overall program and philosophy for executive compensation, we have generally presented the discussion as of the end of the prior fiscal year and as of the beginning of the current fiscal year. Summary of Executive Employment Agreements. On December 27, 2024, we entered into new employment agreements with Messrs. Morgan, Monroe, Colson, Mujica, and Doster, and Ms. Tobin. In connection with Mr. Marshall’s appointment to Chief Growth Officer, we entered into a new employment agreement with Mr. Marshall on August 14, 2025. Additionally, in connection with Mr. Morgan’s appointment to Executive Vice Chairman and Mr. Colson’s appointment to Chief Business and Administrative Officer, we entered into amendments to Mr. Morgan’s employment agreement and Mr. Colson’s employment agreement, respectively. Finally, in connection with Mr. Lenihan’s appointment to Chief Financial Officer and Mr. Humpich’s appointment to Chief Accounting and Financial Services Officer, we entered into new employment agreements with both Mr. Lenihan and Mr. Humpich on December 3, 2025. As used herein, the employment agreements (as the same may have been amended) with Messrs. Morgan, Monroe, Lenihan, Colson, Mujica, Doster, Marshall, and Humpich, and Ms. Tobin shall be referred to collectively as the “Executive Employment Agreements” and with respect to any Named Executive Officer having an employment agreement, as a “Executive Employment Agreement”. As more particularly described below, on June 9, 2025, the Company entered into a Separation Agreement and Release of Claims (the “Monroe Separation Agreement”) with Mr. Monroe relating to his separation from the Company as Chief Financial Officer of the Company effective as of June 9, 2025. Each Executive Employment Agreement has an initial term expiring on January 7, 2028 which automatically renews for successive one-year terms thereafter unless either party elects not to renew by providing written notice to the other party at least 60 days before expiration. Additionally, each Executive Employment Agreement establishes an annual base salary for the term of the respective Executive Employment Agreement. During the term of the Executive Employment Agreement, base salary increases are at the discretion of the Compensation Committee; provided, however, none of the Named Executive Officer’s base salary may be decreased during the term of the Executive Employment Agreement except for decreases that are applied generally to the other Named Executive Officers in an amount no greater than 10% over the prior year. Each Executive Employment Agreement also provides an annual short-term cash incentive opportunity with a target bonus based on the achievement of defined goals to be established by the Compensation Committee, with increases in the target bonus amount to be made at the discretion of the Compensation Committee during the term of the Executive Employment Agreement. In addition to cash compensation, each Executive Employment Agreement provides that the Compensation Committee may grant certain stock awards to the Named Executive Officers during the term of the respective Executive Employment Agreements, the types and amounts of which are subject to the Compensation Committee’s discretion based on their annual review of the performance of the Company and of the individual Named Executive Officers. Summary of Executive Compensation and Philosophy. The compensation packages for our Named Executive Officers offer base salaries and target cash bonus amounts and feature restricted stock unit awards, the value of which is dependent upon the performance of the Company and the price of our common stock. Such packages for our Named Executive Officers are comprised of the following four main components (three of which are expressly tied to the performance of the Company):
Bubba How: How We Pay
| (i) Base Salary: An annual base salary for the term of the respective Executive Employment Agreements, with base salary increases being left to the discretion of the Compensation Committee; |
Bubba How: How We Pay
| (ii) Incentive Based Cash Bonus: An annual short-term cash incentive with a target bonus based on the achievement of defined goals to be established by the Compensation Committee, with increases in the target bonus amount to be made at the discretion of the Compensation Committee during the term of the Executive Employment Agreement; |
Bubba How: How We Pay
| (iii) | Service Based Restricted Stock Units: Restricted Stock Units which grant the Named Executive Officer the conditional right to receive shares of our common stock that vest after a defined period of service, the realized value of which shall be dependent on the performance of the Company upon the vesting of such restricted stock units; and |
Bubba How: How We Pay
| (iv) Performance Based Restricted Stock Units: Restricted Stock Units that are calculated based on the achievement of certain Company performance targets established by the Compensation Committee and vest over a period of service, the realized value of which shall be dependent on the performance of the Company upon the vesting of such restricted stock units and the satisfaction of such performance targets. |
Bubba How: How We Pay
In establishing the compensation for each Named Executive Officer, the Compensation Committee determines the amount of total direct compensation for each respective Named Executive Officer for any given fiscal year and then allocates the amount attributable to each compensation component (i.e., base salary, target bonus, and equity) based on the percentages shown in the graphs below in the “Elements of Compensation” section. Additionally, to the extent an Named Executive Officer is granted performance based restricted stock units, then with respect to the total equity granted to each Named Executive Officer for any given year, the Compensation Committee provides that 50% of the total dollar amount attributable to the equity component of the applicable Named Executive Officer’s compensation will be directed to service based restricted stock units and the remaining 50% of such total dollar amount will be directed to performance based restricted stock units. The Compensation Committee evaluates the stock compensation for each specific Named Executive Officer on an annual basis to determine the right combination of rewards and incentives (in alignment with their pay philosophy and objectives described in this proxy statement) through the issuance of service based restricted stock units and/or performance based restricted stock units to drive company performance without encouraging unnecessary or excessive risk taking by all of the Named Executive Officers as a whole. Under this approach, the Named Executive Officers receive a combination of service based restricted stock units and performance based restricted stock units. Additionally and by conditioning a significant portion of the Named Executive Officer’s performance based restricted stock unit grants upon the achievement of defined performance goals to be established by the Compensation Committee, combined with the stock ownership guidelines for our Named Executive Officers more particularly described above, we have created a more direct relationship between compensation and shareholder value. Moreover, by giving the Compensation Committee the discretion to grant certain stock awards (if any) in its discretion to our Named Executive Officers under the Executive Employment Agreements, the Compensation Committee has the opportunity to adjust a significant portion of the total compensation for the Named Executive Officers on an annual basis to more accurately reflect the overall performance of the Company, which may include the issuance of service based restricted stock units and/or performance based restricted stock units. Overall, we believe this approach provides the Named Executive Officers with a compensation package which promotes the sustained profitability of the Company and aligns the interests of our Named Executive Officers with those of our shareholders. The compensation packages also reflect a pragmatic response to external market conditions; that is, total compensation that is competitive with comparable positions in similar industries, including the casual dining sector of the restaurant industry, but which is reasonable and in the best interests of our shareholders. We believe that the overall design of the compensation packages, along with the culture and values of our Company, allows us to attract and retain top talent, while also keeping the Named Executive Officers focused on both long-term business development and short-term financial growth. None of the Named Executive Officers, including Mr. Morgan, participated in the creation of their own compensation package. In deciding to continue and/or modify many of our existing executive compensation practices, our Compensation Committee considered that the holders of approximately 94% of the votes cast at our 2025 annual meeting on an advisory basis approved the compensation of our Named Executive Officers as disclosed in the proxy statement for the 2025 annual meeting. Elements of Compensation. The charts below show the annualized target compensation mix for our Chief Executive Officer, our President, and other Named Executive Officers* for the 2025 fiscal year and the 2026 fiscal year: 2025 2026 *For the purposes of describing the annualized target compensation mix for our other Named Executive Officers, we included the compensation mix for Messrs. Colson, Doster, Mujica, and Mr. Marshall. We have not included the compensation mix for Mr. Lenihan and Mr. Humpich given the relatively short period of time in which Mr. Lenihan and Mr. Humpich have been a Named Executive Officer. Additionally, for the purposes of determining the percentage attributable to equity for compensation for the 2026 fiscal year, we did not include the long-term “retention” restricted stock units. 2025 Executive Compensation. During 2024 and pursuant to the authority granted under its charter, the Compensation Committee engaged FW Cook as an independent compensation consultant to advise the Compensation Committee on compensation for the executive officers beginning with the 2025 fiscal year, together with analysis and services related to such executive compensation. Specifically, the Compensation Committee asked the consultant to provide market data and review the design of the executive compensation packages, provide guidance on cash and equity compensation for the Company’s executive officers, and provide guidance and market data on the manner in which separation payments are handled in connection with the preparation and execution of the Executive Employment Agreements. This analysis was also performed, in part, as a response to the advisory vote on executive compensation at our 2024 annual shareholder meeting. As a part of this review, the chairperson of the Compensation Committee, the independent compensation consultant and management of the Company agreed on a list of the following 14 peer companies to evaluate their executive compensation:
Bubba How: How We Pay
| PEER COMPANIES | | | Bloomin’ Brands, Inc. | Brinker International, Inc. | | Chipotle Mexican Grill, Inc. | Cracker Barrel Old Country Store, Inc. | | Darden Restaurants, Inc. | Dave & Buster’s Entertainment, Inc. | | Dine Brands Global, Inc. | Domino’s Pizza, Inc. | | Jack in the Box Inc. | Papa John’s International, Inc. | | Restaurant Brands International Inc. | The Cheesecake Factory Incorporated | | The Wendy’s Company | Wingstop, Inc. |
Bubba How: How We Pay
Based in part on the recommendation of our third party compensation consultant, the review of the market data provided to the Compensation Committee, and shareholder feedback received by the Company as a part of its shareholder engagement program, in connection with establishing the executive compensation for our then Named Executive Officers for the 2025 fiscal year, the Compensation Committee (A) approved the new Executive Employment Agreements, (B) increased certain portions of compensation elements for each Named Executive Officer to align with peer company benchmarking, (C) shifted the compensation percentage breakdown of the various compensation components for each Named Executive Officer to align with peer company benchmarking, (D) extended the length of the applicable performance periods for certain performance based restricted stock units granted to our Named Executive Officers, and (E) modified the manner and rationale in which separation payments are paid to Named Executive Officers pursuant to the Executive Employment Agreements. FW Cook did not provide in the 2025 fiscal year, and does not currently provide any other services to the Company, and the Compensation Committee has determined that FW Cook has sufficient independence from us and our executive officers to allow FW Cook to offer objective information and/or advice. Base Salary. Base salaries for our Named Executive Officers are designed to provide a secure base of compensation which will be effective in motivating and retaining key executives. Each Named Executive Officer’s Executive Employment Agreement provides that the Compensation Committee will establish the annual base salary for the Named Executive Officers at the commencement of the term of their respective Executive Employment Agreement. During the term of the respective Executive Employment Agreement, base salary increases are at the discretion of the Compensation Committee. In furtherance of the foregoing, the Compensation Committee established the annual base salary for each Named Executive Officer for the 2025 fiscal year as shown below.
Bubba How: How We Pay
| Base Salary for 2025 Fiscal Year under Executive Employment Agreements | | | | Starting January 8, 2025 ($) | | Gerald L. Morgan | 1,400,000 | | Chief Executive Officer, Executive Vice Chairman | | | Regina A. Tobin | 725,000 | | President | | | Michael S. Lenihan (1) | 630,000 | | Chief Financial Officer | | | Christopher C. Colson | 630,000 | | Chief Business & Administrative Officer, Corporate Secretary | | | Hernan E. Mujica | 630,000 | | Chief Technology Officer | | | Travis C. Doster | 630,000 | | Chief Communications Officer | | | L. Paul Marshall (2) | 630,000 | | Chief Growth Officer | | | Keith V. Humpich (3) | 420,000 | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | | | D. Christopher Monroe | 630,000 | | Former Chief Financial Officer | |
Bubba How: How We Pay
Incentive Bonus. Under the Compensation Committee’s charter, the Compensation Committee may award an annual cash incentive to the Named Executive Officers, which is the grant of a right to receive a payment of cash that is subject to targets and maximums, and that is contingent on achievement of performance objectives during the Company’s fiscal year. These cash incentives are also subject to the terms and conditions of the Executive Employment Agreement (as applicable) and reflect each Named Executive Officer’s job responsibilities for the Company. These incentive bonuses are also designed to reward our Named Executive Officers for the success of the Company. It is our belief that a significant amount of each Named Executive Officer’s compensation should be tied to the performance of the Company. In connection with the foregoing, the Compensation Committee established an annual short-term cash incentive opportunity with a target bonus as set forth in the table below relating to each Named Executive Officer’s 2025 fiscal year service pursuant to each Executive Employment Agreement. The performance criteria and terms of bonus awards are at the discretion of the Compensation Committee. The Compensation Committee utilized a two pronged approach, where 50% of the target incentive bonus was based on whether the Company achieves an annual EPS growth target of 10% (the “EPS Performance Goal”) and the remaining 50% was based on a profit sharing pool (the “Profit Sharing Pool”) comprised of 1.75% of the Company’s pre-tax profits (income before taxes less net income attributable to non-controlling interests, as reported in our audited consolidated financial statements). After the end of the 2025 fiscal year, the Compensation Committee determined whether and to what extent the EPS Performance Goal had been met, and the portion of the Profit Sharing Pool to which each Named Executive Officer was entitled. Depending on the level of achievement of the goals, the bonus may be reduced to a minimum of $0 or increased to a maximum of two times the base target amount under the current incentive compensation policy of the Compensation Committee of the Board.
Bubba How: How We Pay
| Executive Incentive Compensation for Fiscal Year 2025 | | | | | | Target | Minimum | Maximum | | | Bonus | Bonus | Bonus | | | ($) | ($) | ($) | | Gerald L. Morgan | 1,400,000 | — | 2,800,000 | | Chief Executive Officer, Executive Vice Chairman | | | | | Regina A. Tobin | 725,000 | — | 1,450,000 | | President | | | | | Michael S. Lenihan (1) | — | — | — | | Chief Financial Officer | | | | | Christopher C. Colson | 525,000 | — | 1,050,000 | | Chief Business and Administrative Officer, Corporate Secretary | | | | | Hernan E. Mujica | 525,000 | — | 1,050,000 | | Chief Technology Officer | | | | | Travis C. Doster | 525,000 | — | 1,050,000 | | Chief Communications Officer | | | | | L. Paul Marshall (2) | 525,000 | — | 1,050,000 | | Chief Growth Officer | | | | | Keith V. Humpich (3) | 300,000 | 150,000 | 450,000 | | Chief Accounting & Financial Services Officer, Former Interim Chief Financial Officer | | | | | D. Christopher Monroe (4) | 525,000 | — | 1,050,000 | | Former Chief Financial Officer | | | |
Bubba How: How We Pay
| (1) In connection with Mr. Lenihan’s appointment to Chief Financial Officer on December 3, 2025, the Compensation Committee did not establish a target bonus with respect to his partial 2025 fiscal year service. |
Bubba How: How We Pay
| (2) Mr. Marshall’s target bonus described above is an annualized amount, which was prorated based on his 2025 fiscal year service as the Company’s Chief Growth Officer commencing on August 14, 2025 and continuing to and through December 30, 2025. Mr. Marshall also received a bonus for his partial 2025 fiscal year service as the Vice President of Operations – Bubba’s 33 of the Company that accrued prior to his appointment to Chief Growth Officer. |
Bubba How: How We Pay
| (3) Mr. Humpich’s target bonus described above is an annualized amount, which was prorated based on his 2025 fiscal year service as the Company’s Chief Accounting and Financial Services Officer commencing on December 3, 2025 and continuing to and through December 30, 2025. Mr. Humpich also received a bonus for his partial 2025 fiscal year service as the Vice President of Finance of the Company that accrued prior to his appointment to Chief Accounting and Financial Services Officer. |
Bubba How: How We Pay
Stock Awards. We make equity awards in the form of restricted stock units, which represent the conditional right to receive one share of our common stock upon satisfaction of the vesting requirements. Restricted stock units offer the Named Executive Officers a financial interest in the Company and align their interests with those of our shareholders. We also believe that the market price of our publicly traded common stock represents the most appropriate metric for determining the value of the equity portion of our Named Executive Officers’ compensation package. The overall compensation package for our Named Executive Officers offers base salaries and target cash bonus amounts and feature restricted stock unit awards. While the initial grant of restricted stock unit awards is based on a fixed dollar amount, the ultimate value of the restricted stock unit awards is dependent upon the performance of the Company and the price of our common stock at the time such restricted stock units vest. The Compensation Committee evaluates the stock compensation for each specific Named Executive Officer on an annual basis to determine the right combination of rewards and incentives through the issuance of service based restricted stock units and/or performance based restricted stock units to drive company performance without encouraging unnecessary or excessive risk taking by all of the Named Executive Officers as a whole. Under this approach, the Named Executive Officers receive a combination of service based restricted stock units and/or performance based restricted stock units, with a significant portion of some of the Named Executive Officer’s compensation being tied to the grant of such performance based restricted stock units. We believe that the service based restricted stock awards are inherently performance based since their value varies in response to investor sentiment regarding overall Company performance at the time of vesting. Moreover, by giving the Compensation Committee the discretion to grant certain stock awards (if any) in its discretion to our Named Executive Officers under the Executive Employment Agreement, the Compensation Committee has the opportunity to adjust a large portion of the total compensation for the Named Executive Officers on an annual basis to more accurately reflect the overall performance of the Company, which may include the issuance of service based restricted stock units and/or performance based restricted stock units based on the achievement of defined goals to be established by the Compensation Committee for any and/or all of our Named Executive Officers. Further, the Compensation Committee believes that the total number of service based restricted stock units and/or performance based restricted stock units granted to each Named Executive Officer reflects each Named Executive Officer’s job responsibilities for the Company. In connection with the foregoing, the Compensation Committee authorized the grant of service based restricted stock units under each Executive Employment Agreement equal to the dollar amount described in the table below for each Named Executive Officer with respect to all or a portion of their 2025 fiscal year service. These service based restricted stock units were calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Additionally, these shares were granted on January 8, 2025 and vested on January 8, 2026.
Bubba How: How We Pay
| Service Based Restricted Stock Units for 2025 Fiscal Year | | | | | Service Based Restricted Stock Units Vested on January 8, 2026 pursuant to Executive Employment Agreements ($) | Number of Service Based Restricted Stock Units Vested on January 8, 2026 pursuant to Executive Employment Agreements (1) | | Gerald L. Morgan | 2,100,000 | 11,600 | | Chief Executive Officer, Executive Vice Chairman | | | | Regina A. Tobin | 725,000 | 4,000 | | President | | | | Michael S. Lenihan (2) | -- | -- | | Chief Financial Officer | | | | Christopher C. Colson | 472,500 | 2,600 | | Chief Business & Administrative Officer, Corporate Secretary | | | | Hernan E. Mujica | 472,500 | 2,600 | | Chief Technology Officer | | | | Travis C. Doster | 472,500 | 2,600 | | Chief Communications Officer | | | | L. Paul Marshall (3) | -- | -- | | Chief Growth Officer | | | | Keith V. Humpich (4) | -- | -- | | Chief Accounting & Financial Services Officer, Former Interim Chief Financial Officer | | | | D. Christopher Monroe (5) | 472,500 | 2,600 | | Former Chief Financial Officer | | |
Bubba How: How We Pay
| (1) For the service based restricted stock units described in this footnote (1), fair value is equal to the closing price of the Company’s common stock on the trading day immediately preceding the date of the grant, which was $181.27 for these grants. Using the formula described in the immediately foregoing paragraph prior to this table, each Named Executive Officer was granted the number of service based restricted stock units described in the table above for their respective 2025 fiscal year service. These are not amounts paid to or received by the Named Executive Officers. The amounts listed above represent the grant date fair value determined in accordance with U.S GAAP of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. Detailed information under U.S GAAP is set forth in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025. The Company cautions that the amounts reported in the table above for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value on these awards will depend on a number of factors, including the Company’s actual operating performance, stock price fluctuations, and the Named Executive Officer’s continued service with the Company. |
Bubba How: How We Pay
| (2) Upon Mr. Lenihan’s appointment to Chief Financial Officer on December 3, 2025, the Compensation Committee did not award any service based restricted stock units to Mr. Lenihan with respect to his partial 2025 fiscal year service. Rather and as more particularly shown in the table below, the Compensation Committee established service based restricted stock units for Mr. Lenihan with respect to his 2026 fiscal year service. |
Bubba How: How We Pay
| (3) Upon Mr. Marshall’s appointment to Chief Growth Officer on August 14, 2025, the Compensation Committee did not award any additional service based restricted stock units to Mr. Marshall with respect to his 2025 fiscal year service. However, with respect to Mr. Marshall’s 2025 fiscal year service as Vice President of Operations – Bubba’s 33, he received 2,800 service based restricted stock units that were granted on January 8, 2025 and vested on January 8, 2026. |
Bubba How: How We Pay
| (4) Upon Mr. Humpich’s appointment to Chief Accounting and Financial Services Officer on December 3, 2025, the Compensation Committee did not award any service based restricted stock units to Mr. Humpich with respect to his partial 2025 fiscal year service. Rather and as more particularly shown in the table below, the Compensation Committee established service based restricted stock units for Mr. Humpich with respect to his 2026 fiscal year service. However, with respect to Mr. Humpich’s 2025 fiscal year service as Vice President of Finance, he received 2,114 service based restricted stock units that were granted on July 2, 2025 and are scheduled to vest on July 2, 2026. |
Bubba How: How We Pay
Additionally, the Compensation Committee granted performance based restricted stock units for certain Named Executive Officers during the 2025 fiscal year. In connection with the grant of these performance based restricted stock units, the Compensation Committee weighed the feedback from the Company’s compensation consultant and from its shareholders received as a part of the Company’s shareholder engagement program regarding the length of the applicable performance periods for certain performance based restricted stock units granted to our Named Executive Officers, and the initial impact that the length of these vesting periods could have on the overall compensation for each Named Executive Officer. Accordingly, during the 2025 fiscal year, the Compensation Committee authorized a three year grant of performance based restricted stock units in connection with the execution of the Executive Employment Agreements that will vest in one-third increments, subject to the achievement of defined goals established by the Compensation Committee as further described below. The Compensation Committee took these steps as a bridge to having future performance based restricted stock units vest after the completion of a three-year performance period. For these performance based restricted stock units, the Compensation Committee utilized a two-pronged approach, where 50% of the target equity award is awarded based on whether the Company achieves the following EPS growth target (the “2025 EPS Performance Goal”):
Bubba How: How We Pay
| (i) with respect to the one-third portion of the applicable performance based restricted stock units, a one-year EPS growth target of 10% as compared to the 2024 fiscal year (the “One-Year Performance Period”), |
Bubba How: How We Pay
| (ii) with respect to the one-third portion of the applicable performance based restricted stock units, a two-year EPS growth target of 21% as compared to the 2024 fiscal year (the “Two-Year Performance Period”), and |
Bubba How: How We Pay
| (iii) | with respect to the one-third portion of the applicable performance based restricted stock units, a three-year EPS growth target of 33% as compared to the 2024 fiscal year (the “Three-Year Performance Period”). |
Bubba How: How We Pay
The other 50% is based on the Profit Sharing Pool comprised of 1.75% of the Company’s pre-tax profits (income before taxes less net income attributable to non-controlling interests, as reported in our audited consolidated financial statements). After the end of the fiscal year, the Compensation Committee will determine whether and to what extent the applicable 2025 EPS Performance Goal has been met, and the portion of the Profit Sharing Pool to which each Named Executive Officer is entitled. The remaining percentage of the Named Executive Officers’ equity award will fluctuate directly with Company pre-tax profits at fixed participation percentages and maximum amounts which are determined within 60 days following the commencement of the Company’s fiscal year. Both portions of the performance based equity award may be reduced to a minimum of $0 or increased to a maximum of two times the target amount for each individual participant. The number of performance based restricted stock units granted to Messrs. Morgan, Monroe, Colson, Mujica, and Doster and Ms. Tobin during the 2025 fiscal year under their Executive Employment Agreements, the applicable vesting date for such performance based restricted stock units, and the number of shares of common stock which actually vested following the completion of the One Year Performance Period based on the Company’s performance, are shown in the table below:
Bubba How: How We Pay
| Performance Based Restricted Stock Units During 2025 Fiscal Year | | | | | | | | Target Number of Performance Based Restricted Stock Units Granted pursuant to Executive Employment Agreements (1) | Minimum Number of Performance Based Restricted Stock Units Granted pursuant to Executive Employment Agreements | Maximum Number of Performance Based Restricted Stock Granted pursuant to Executive Employment Agreements | Vesting Date for Portion of Performance Based Restricted Stock Units | Actual Number of Shares Issued for the One Year Performance Period Following Certification of 2025 Performance Goals (2) | | Gerald L. Morgan | 11,600 | — | 23,200 | 1/8/2026 | 7,535 | | Chief Executive Officer; Executive Vice Chairman | 11,600 | — | 23,200 | 1/8/2027 | — | | | 11,600 | — | 23,200 | 1/8/2028 | — | | Regina A. Tobin | 4,000 | — | 8,000 | 1/8/2026 | 2,598 | | President | 4,000 | — | 8,000 | 1/8/2027 | — | | | 4,000 | — | 8,000 | 1/8/2028 | — | | Michael S. Lenihan (3) | — | — | — | — | — | | Chief Financial Officer | | | | | | | Christopher C. Colson | 2,600 | — | 5,200 | 1/8/2026 | 1,689 | | Chief Business & Administrative Officer; Corporate Secretary | 2,600 | — | 5,200 | 1/8/2027 | — | | | 2,600 | — | 5,200 | 1/8/2028 | — | | Hernan E. Mujica | 2,600 | — | 5,200 | 1/8/2026 | 1,689 | | Chief Technology Officer | 2,600 | — | 5,200 | 1/8/2027 | — | | | 2,600 | — | 5,200 | 1/8/2028 | — | | Travis C. Doster | 2,600 | — | 5,200 | 1/8/2026 | 1,689 | | Chief Communications Officer | 2,600 | — | 5,200 | 1/8/2027 | — | | | 2,600 | — | 5,200 | 1/8/2028 | — | | L. Paul Marshall (4) | — | — | — | — | — | | Chief Growth Officer | | | | | | | Keith V. Humpich (5) | — | — | — | — | — | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | | | | | | | D. Christopher Monroe | 2,600 | — | 5,200 | 1/8/2026 | − (6) | | Former Chief Financial Officer | 2,600 | — | 5,200 | 1/8/2027 | — | | | 2,600 | — | 5,200 | 1/8/2028 | — |
Bubba How: How We Pay
| (1) The Compensation Committee authorized a three-year grant of performance based restricted stock units as described in the table above to Messrs. Morgan, Monroe, Colson, Mujica, and Doster and Ms. Tobin under their respective Executive Employment Agreements during the 2025 fiscal year in the following manner: |
Bubba How: How We Pay
| (i) With respect to Mr. Morgan, (A) his 11,600 performance based restricted stock units vesting on January 8, 2026 were calculated by dividing $2,100,000 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), (B) his 11,600 performance based restricted stock units vesting on January 8, 2027 were calculated by dividing $2,100,000 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), and (C) his 11,600 performance based restricted stock units vesting on January 8, 2028 were calculated by dividing $2,100,000 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares); |
Bubba How: How We Pay
| (ii) With respect to Ms. Tobin, her 4,000 performance based restricted stock units vesting on January 8, 2026 were calculated by dividing $725,000 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select |
Bubba How: How We Pay
Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), (B) her 4,000 performance based restricted stock units vesting on January 8, 2027 were calculated by dividing $725,000 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), and (C) her 4,000 performance based restricted stock units vesting on January 8, 2028 were calculated by dividing $725,000 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares);
Bubba How: How We Pay
| (iii) | With respect to Mr. Colson, his 2,600 performance based restricted stock units vesting on January 8, 2026 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), (B) his 2,600 performance based restricted stock units vesting on January 8, 2027 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), and (C) his 2,600 performance based restricted stock units vesting on January 8, 2028 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares); |
Bubba How: How We Pay
| (iv) With respect to Mr. Mujica, his 2,600 performance based restricted stock units vesting on January 8, 2026 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), (B) his 2,600 performance based restricted stock units vesting on January 8, 2027 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), and (C) his 2,600 performance based restricted stock units vesting on January 8, 2028 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares); |
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| (v) With respect to Mr. Doster, his 2,600 performance based restricted stock units vesting on January 8, 2026 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), (B) his 2,600 performance based restricted stock units vesting on January 8, 2027 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), and (C) his 2,600 performance based restricted stock units vesting on January 8, 2028 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares); |
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| (vi) With respect to Mr. Monroe, his 2,600 performance based restricted stock units vesting on January 8, 2026 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), (B) his 2,600 performance based restricted stock units vesting on January 8, 2027 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares), and (C) his 2,600 performance based restricted stock units vesting on January 8, 2028 were calculated by dividing $472,500 by $181.27 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares); |
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| (2) The shares underlying the performance based restricted stock units attributable to the One Year Performance Period were released on February 27, 2026. The Compensation Committee had previously determined that 50% of the performance based restricted stock unit award for these performance based restricted stock units would be based on an EPS growth target of 10% during the One Year Performance Period, and that 50% of the performance based restricted stock unit award for such performance period would be based on a pre-tax profit target opportunity equal to the percentage payout of 1.75% of pre-tax earnings divided by the bonus pool target set by the Compensation Committee. Performance based equity awards with respect to fiscal year 2025 were paid at 65% of the total target amount for the fiscal year in which a Named Executive Officer served in such role, based on an EPS payout of 0% due to a decrease in earnings and an actual Profit Sharing Pool of $8.3 million calculated on fiscal year 2025 pre-tax profit of $472.0 million. |
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| (3) Upon Mr. Lenihan’s appointment to Chief Financial Officer on December 3, 2025, the Compensation Committee did not award any performance based restricted stock units to Mr. Lenihan. |
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| (4) Upon Mr. Marshall’s appointment to Chief Growth Officer on August 14, 2025, the Compensation Committee did not award any additional performance based restricted stock units to Mr. Marshall. However, pursuant to his prior employment agreement, he previously received the following three year grant of performance based restricted stock units as Vice President of Operations – Bubba’s 33 under his prior employment agreement: (i) 1,700 performance based restricted stock units that vest on January 8, 2026, (ii) 1,700 performance based restricted stock units that vest on January 8, 2027, and (iii) 1,700 performance based restricted stock units that vest on January 8, 2028. These performance based restricted stock units are based on the same performance metrics that are used for the performance based restricted stock units as the other Named Executive Officers; provided, however, such performance based equity awards may be reduced to a minimum of 50% or increased to a maximum of 150% of the applicable target amount. On February 27, 2026, 1,529 performance based restricted stock units attributable to the One Year Performance Period were released to Mr. Marshall. |
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| Base Salary for 2026 Fiscal Year under Executive Employment Agreements | | | | Starting January 8, 2026 ($) | | Gerald L. Morgan | 1,475,000 | | Chief Executive Officer; Executive Vice Chairman | | | Regina A. Tobin | 762,000 | | President | | | Michael S. Lenihan | 630,000 | | Chief Financial Officer | | | Christopher C. Colson | 662,000 | | Chief Business and Administrative Officer; Corporate Secretary | | | Hernan E. Mujica | 662,000 | | Chief Technology Officer | | | Travis C. Doster | 662,000 | | Chief Communications Officer | | | L. Paul Marshall | 662,000 | | Chief Growth Officer | | | Keith V. Humpich | 420,000 | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | |
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Incentive Bonus. As noted above, each Executive Employment Agreement provides an annual short-term cash incentive opportunity with a target bonus for the Named Executive Officers. In connection with the foregoing, the Compensation Committee established an annual short-term cash incentive opportunity with a target bonus as set forth in the table below relating to the Named Executive Officer’s 2026 fiscal year service pursuant to each Executive Employment Agreement. The performance criteria and terms of bonus awards are at the discretion of the Compensation Committee. When establishing the bonus criteria for the incentive bonus for each Named Executive Officer, the Compensation Committee evaluated the feedback from the Company’s compensation consultant and from its shareholders received as a part of the Company’s shareholder engagement program regarding the potential of new operational performance metrics. In furtherance of the foregoing, the Compensation Committee modified the bonus metric targets utilized by the Compensation Committee in determining the level of achievement of the goals. With respect to the target bonus for each Named Executive’s Officer’s 2026 fiscal year service, (i) 50% of the target incentive bonus is based on a profit sharing pool (the “Profit Sharing Pool”) comprised of 1.75% of the Company’s pre-tax profits (income before taxes less net income attributable to non-controlling interests, as reported in our audited consolidated financial statements), (ii) 25% of the target incentive bonus is based on a comparable restaurant traffic growth target of 2% (the “Traffic Goal”), and (iii) 25% of the target incentive bonus is based on a store week growth target of 5% (the “Store Week Goal”). After the end of the 2026 fiscal year, the Compensation Committee will determine whether and to what extent the Traffic Goal and Store Week Goal have been met, and the portion of the Profit Sharing Pool to which each Named Executive Officer is entitled. The Compensation Committee believes that these new metric targets more accurately align the Named Executive Officers with operational goals and performance of the Company and is responsive to industry benchmarking and shareholder feedback received as part of the Company’s shareholder engagement program. Depending on the level of achievement of the goals, the bonus may be reduced to a minimum of $0 or increased to a maximum of two times (or a minimum of 50% or increased to a maximum of 150% for Mr. Humpich) the base target amount under the current incentive compensation policy of the Compensation Committee of the Board. When certifying the level of achievement of the goals, the Compensation Committee reserves the right to either apply the applicable minimum or maximum caps to the entirety of bonus amount or to each applicable bonus metric but in any event subject to the minimum bonus amount and maximum bonus amount described in the table below.
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| Executive Incentive Compensation for Fiscal Year 2026 | | | | | | Target | Minimum | Maximum | | | Bonus | Bonus | Bonus | | | ($) | ($) | ($) | | Gerald L. Morgan | 1,475,000 | — | 2,950,000 | | Chief Executive Officer; Executive Vice Chairman | | | | | Regina A. Tobin | 762,000 | — | 1,524,000 | | President | | | | | Michael S. Lenihan | 525,000 | — | 1,050,000 | | Chief Financial Officer | | | | | Christopher C. Colson | 551,000 | — | 1,102,000 | | Chief Business & Administrative Officer; Corporate Secretary | | | | | Hernan E. Mujica | 551,000 | — | 1,102,000 | | Chief Technology Officer | | | | | Travis C. Doster | 551,000 | — | 1,102,000 | | Chief Communications Officer | | | | | L. Paul Marshall | 551,000 | — | 1,102,000 | | Chief Growth Officer | | | | | Keith Humpich | 300,000 | 150,000 | 450,000 | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | | | |
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Stock Awards. As noted above, each Executive Employment Agreement provides that the Compensation Committee may grant certain stock awards to the Named Executive Officers during the term of the respective Executive Employment Agreements. In connection with the same, the Compensation Committee authorized the grant of service based restricted stock units under each Executive Employment Agreement equal to the dollar amount described in the table below for each Named Executive Officer with respect to their 2026 fiscal year service. These service based restricted stock units were calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Additionally and except for the shares granted to Mr. Lenihan and Mr. Humpich, these shares were granted on January 8, 2026 and will vest on January 8, 2027, provided the applicable Named Executive Officer is still employed by the Company as of the vesting date. The shares for Mr. Lenihan and Mr. Humpich were granted on December 3, 2025 and will vest on January 8, 2027, provided the applicable Named Executive Officer is still employed by the Company.
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| Service Based Restricted Stock Units for 2026 Fiscal Year | | | | | Service Based Restricted Stock Units Vesting on January 8, 2027 pursuant to Executive Employment Agreements ($) | Number of Service Based Restricted Stock Units Vesting on January 8, 2027 pursuant to Executive Employment Agreements (1) | | Gerald L. Morgan | 2,200,000 | 12,200 | | Chief Executive Officer, Executive Vice Chairman | | | | Regina A. Tobin | 762,000 | 4,200 | | President | | | | Michael S. Lenihan (2) | 500,000 | 2,900 | | Chief Financial Officer | | | | Christopher C. Colson | 496,000 | 2,700 | | Chief Business & Administrative Officer, Corporate Secretary | | | | Hernan E. Mujica | 496,000 | 2,700 | | Chief Technology Officer | | | | Travis C. Doster | 496,000 | 2,700 | | Chief Communications Officer | | | | L. Paul Marshall | 496,000 | 2,700 | | Chief Growth Officer | | | | Keith V. Humpich (3) | 480,000 | 2,800 | | Chief Accounting & Financial Services Officer, Former Interim Chief Financial Officer | | |
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| (1) For the service based restricted stock units described in this footnote (1), fair value is equal to the closing price of the Company’s common stock on the trading day immediately preceding the date of the grant, which was $180.79 for these grants. Using the formula described in the immediately foregoing paragraph prior to this table, each Named Executive Officer was granted the number of service based restricted stock units described in the table above for their respective 2026 fiscal year service. These are not amounts paid to or received by the Named Executive Officers. The amounts listed above represent the grant date fair value determined in accordance with ASC 718 of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. Detailed information under ASC 718 is set forth in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025. The Company cautions that the amounts reported in the table above for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s actual operating performance, stock price fluctuations and the Named Executive Officer’s continued service with the Company. |
Bubba How: How We Pay
| (2) Upon Mr. Lenihan’s appointment to Chief Financial Officer, the Compensation Committee authorized the grant of 2,900 service based restricted stock units with a grant date December 3, 2025 for his 2026 fiscal year service and with a vesting date of January 8, 2027, provided he is still employed as of the vesting date. The number of service based restricted stock units were calculated by dividing $500,000 by $169.92 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on December 2, 2025), with such quotient being rounded up or down to the nearest 100 shares. As described in footnote (1) above, these are not amounts paid to or received by Mr. Lenihan. The amounts listed above represent the grant date fair value determined in accordance with ASC 718 of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. |
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| (3) Upon Mr. Humpich’s appointment to Chief Accounting and Financial Services Officer, the Compensation Committee authorized the grant of 2,800 service based restricted stock units with a grant date December 3, 2025 for his 2026 fiscal year service and with a vesting date of January 8, 2027, provided he is still employed as of the vesting date. The number of service based restricted stock units were calculated by dividing $480,000 by $169.92 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on |
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December 2, 2025), with such quotient being rounded up or down to the nearest 100 shares. As described in footnote (1) above, these are not amounts paid to or received by Mr. Humpich. The amounts listed above represent the grant date fair value determined in accordance with ASC 718 of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. Additionally, the Compensation Committee granted performance based restricted stock units for certain Named Executive Officers during the 2026 fiscal year as described in the table below to Messrs. Morgan, Colson, Mujica, Doster, and Marshall and Ms. Tobin under their respective Executive Employment Agreements. These performance based restricted stock units were calculated by dividing the target dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Additionally, these performance based restricted stock units were granted to each respective Named Executive Officer on January 8, 2026 and will vest on January 8, 2029, subject to the achievement of defined goals established by the Compensation Committee of the Board. The actual number of shares that will be issued to each of Messrs. Morgan, Colson, Mujica, Doster, and Marshall and Ms. Tobin will be based on achievement of the performance goals assigned to these grants by the Compensation Committee, and will not be calculated until the first quarter of 2029.
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| Performance Based Restricted Stock Units During 2026 Fiscal Year | | | | | | | Target Performance Based Restricted Stock Units vesting on January 8, 2029 pursuant to Executive Employment Agreements ($)(1) | Minimum Performance Based Restricted Stock Units pursuant to Executive Employment Agreements ($) | Maximum Performance Based Restricted Stock Units pursuant to Executive Employment Agreements ($) | Target Number of Performance Based Restricted Stock Units vesting on January 8, 2029 pursuant to Executive Employment Agreements (2) | | Gerald L. Morgan | 2,200,000 | — | 4,400,000 | 12,200 | | Chief Executive Officer; Executive Vice Chairman | | | | | | Regina A. Tobin | 762,000 | — | 1,524,000 | 4,200 | | President | | | | | | Michael S. Lenihan (3) | — | — | — | — | | Chief Financial Officer | | | | | | Christopher C. Colson | 496,000 | — | 992,000 | 2,700 | | Chief Business & Administrative Officer; Corporate Secretary | | | | | | Hernan E. Mujica | 496,000 | — | 992,000 | 2,700 | | Chief Technology Officer | | | | | | Travis C. Doster | 496,000 | — | 992,000 | 2,700 | | Chief Communications Officer | | | | | | L. Paul Marshall | 496,000 | — | 992,000 | 2,700 | | Chief Growth Officer | | | | | | Keith V. Humpich (4) | — | — | — | — | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | | | | |
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| (1) The Compensation Committee determined that 50% of the performance based restricted stock unit award would be based on a three-year EPS growth target of 33% as compared to the 2025 fiscal year, which portion would be reduced or increased by 10% for every 1% of annual growth in EPS less than or in excess of the 33% goal, and that 50% of the performance based restricted stock unit award would be based on a pre-tax profit target opportunity equal to the percentage payout of 1.75% of pre-tax earnings divided by the bonus pool target set by the Compensation Committee during the performance period. When certifying the level of achievement of the goals, the Compensation Committee reserves the right to either apply the applicable minimum or maximum caps to the entirety of performance amount or to each applicable performance metric but in any event subject to the minimum target dollar amount and maximum target dollar amount described in the table above. The performance based restricted stock unit award for Messrs. Morgan, Colson, Mujica, Doster, and Marshall and Ms. Tobin with respect to these performance based restricted stock units will be certified in the first quarter of 2029. |
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| (2) For the performance based restricted stock units described in this footnote (2), fair value is equal to the closing price of the Company’s common stock on the trading day immediately |
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preceding the date of the grant, which was $180.79 for these grants. Using the formula described in the immediately foregoing paragraph prior to this table, each Named Executive Officer was granted the target number of performance based restricted stock units described in the table above. These are not amounts paid to or received by these Named Executive Officers. The amounts listed above represent the grant date fair value determined in accordance with U.S GAAP of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. Detailed information under U.S GAAP is set forth in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025. The Company cautions that the amounts reported in the table above for these awards may not represent the amounts that these Named Executive Officers will actually realize from the awards.
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| (3) Mr. Lenihan did not receive a grant of performance based restricted stock units during the 2026 fiscal year. |
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| (4) Mr. Humpich did not receive a grant of performance based restricted stock units during the 2026 fiscal year. |
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Finally, as previously noted, the Compensation Committee has the ability to grant long-term “retention” restricted stock units to the Named Executive Officers under their respective Executive Employment Agreements. In furtherance of the foregoing, the Compensation Committee authorized the grant of the long-term “retention” restricted stock units under each Executive Employment Agreement equal to the dollar amounts described in table below for certain Named Executive Officers. These long-term “retention” restricted stock units were calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant (which was $180.79), with such quotient being rounded up or down to the nearest 100 shares. The long-term “retention” restricted stock units for Mr. Morgan were granted on January 8, 2026 and will vest on January 8, 2031, provided Mr. Morgan is still providing service to the Company as of the vesting date. Additionally, the long-term “retention” restricted stock units for the Named Executive Officers listed below were granted on January 8, 2026 and will vest on January 8, 2028, provided the applicable Named Executive Officer is still employed as of the vesting date, and will contain a restriction that such long-term “retention” restricted stock units may not be sold by the applicable Named Executive Officer for one year following the date such restricted stock units vest.
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| Long-Term "Retention" Restricted Stock Units During 2026 Fiscal Year | | | | | Long-Term "Retention" Restricted Stock Units pursuant to Executive Employment Agreements ($) | Number of Long-Term "Retention" Restricted Stock Units pursuant to Executive Employment Agreements (1) | | Gerald L. Morgan | 11,000,000 | 60,800 | | Chief Executive Officer; Executive Vice Chairman | | | | Regina A. Tobin | 2,000,000 | 11,100 | | President | | | | Christopher C. Colson | 1,700,000 | 9,400 | | Chief Business and Administrative Officer; Corporate Secretary | | | | Hernan E. Mujica | 1,700,000 | 9,400 | | Chief Technology Officer | | | | Travis C. Doster | 1,700,000 | 9,400 | | Chief Communications Officer | | | | L. Paul Marshall | 1,700,000 | 9,400 | | Chief Growth Officer | | |
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| (1) For the long-term “retention” restricted stock units described in this footnote (1), fair value is equal to the closing price of the Company’s common stock on the trading day immediately preceding the date of the grant, which was $180.79 for these grants. Using the formula described in the immediately foregoing paragraph prior to this table, the applicable Named Executive Officer was granted the number of long-term “retention” restricted stock units described in the table above. These are not amounts paid to or received by the Named Executive Officers. The amounts listed above represent the grant date fair value determined in accordance with ASC 718 of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. Detailed information under ASC 718 is set forth in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025. The Company cautions that the amounts reported in the table above for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s actual operating performance, stock price fluctuations and the Named Executive Officer’s continued service with the Company. |
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| Termination Event | Payment Type | | Termination for Cause | Base Termination Payments | | Termination without Cause | Base Termination Payments and Separation Pay | | Resignation for Good Reason | Base Termination Payments and Separation Pay | | Resignation without Good Reason | Base Termination Payments | | Officer Death / Long-Term Disability | Base Termination Payments | | Officer Retirement | Base Termination Payments |
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The payment of the Separation Pay is generally contingent upon the Named Executive Officer’s execution of a full release of claims against the Company and continued compliance with the non-competition, non-solicitation, confidentially and other restrictive covenants set forth in the Executive Employment Agreements. The Executive Employment Agreements provide for the reduction of Change in Control payments to the maximum amount that could be paid to the officers without giving rise to the excise tax imposed by Section 4999 of the Internal Revenue Code. For the purposes of Executive Employment Agreements, (A) the term “Good Reason” means a notice of termination given by a Named Executive Officers within 12 months following a Change in Control for any of the following reasons: (i) assignment to such Named Executive Officer of a different title or job responsibilities that result in a substantial decrease in the level of responsibility from those in effect immediately before the Change in Control; (ii) a reduction by the Company or the surviving company in such Named Executive Officer’s base pay as in effect immediately before the Change in Control; (iii) a significant reduction by the Company or the surviving company in total benefits available to such Named Executive Officer under cash incentive, stock incentive and other employee benefit plans after the Change in Control compared to the total package of such benefits as in effect before the Change in Control; (iv) the requirement by the Company or the surviving company that such Named Executive Officer be based more than 50 miles from where such Named Executive Officer’s office is located immediately before the Change in Control, except for required travel on company business to an extent substantially consistent with the business travel obligations which such Named Executive Officer undertook on behalf of the Company before the Change in Control; or (v) the failure by the Company to obtain from any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company an agreement to assume obligations under the Executive Employment Agreement; (B) the term “Base Termination Payments” means (i) the applicable Named Executive Officer’s base salary through the date of termination, plus (ii) any incentive bonus earned but not yet paid for any fiscal year ended before the date of termination, plus (iii) any accrued paid time off that might be due in accordance with the Company’s policies, plus (iv) any expenses owed to the applicable officer under the employment agreement; and (C) the term “Separation Pay” means the following: (a)to the extent the Executive Employment Agreement is terminated by the Company without Cause, then (x) with respect to our Chief Executive Officer, (i) two times the Chief Executive Officer’s then current base salary, plus (ii) an incentive bonus for the year in which the date of termination occurs, equal to the Chief Executive Officer’s target bonus for that year, prorated based on the number of days in the fiscal year elapsed before the date of termination, plus (iii) to the extent the Chief Executive Officer is enrolled in the Company’s insurance plan as of the date of termination, an amount equal to the approximate cost of the aggregate monthly premiums (less applicable withholdings) for an 18 month period of ongoing medical, dental, and vision insurance via a timely election made under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); and (y) with respect to all other Named Executive Officers, (i) one times the applicable Named Executive Officer’s then current base salary, plus (ii) an incentive bonus for the year in which the date of termination occurs, equal to the applicable Named Executive Officer’s target bonus for that year, prorated based on the number of days in the fiscal year elapsed before the date of termination, plus (iii) to the extent the applicable Named Executive Officer is enrolled in the Company’s insurance plan as of the date of termination, an amount equal to the approximate cost of the aggregate monthly premiums (less applicable withholdings) for a 12 month period of ongoing medical, dental, and vision insurance via a timely election made under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); and (b)to the extent the Executive Employment Agreement is terminated due to a Named Executive Officer’s resignation for Good Reason, then (x) with respect to our Chief Executive Officer, (i) two times the Chief Executive Officer’s then current base salary, plus (ii) two times the Chief Executive Officer’s then target incentive bonus, plus (iii) an incentive bonus for the year in which the date of termination occurs, equal to the Chief Executive Officer’s target bonus for that year, prorated based on the number of days in the fiscal year elapsed before the date of termination, plus (iv) to the extent the Chief Executive Officer is enrolled in the Company’s insurance plan as of the date of termination, an amount equal to the approximate cost of the aggregate monthly premiums (less applicable withholdings) for an 18 month period of ongoing medical, dental, and vision insurance via a timely election made under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA); and (y) with respect to all other Named Executive Officers, (i) one and a half times the officer’s then current base salary, plus (ii) one and a half times the applicable Named Executive Officer’s then target incentive bonus, plus (iii) an incentive bonus for the year in which the date of termination occurs, equal to the applicable Named Executive Officer’s target bonus for that year, prorated based on the number of days in the fiscal year elapsed before the date of termination, plus (iv) to the extent the applicable Named Executive Officer is enrolled in the Company’s insurance plan as of the date of termination, an amount equal to the approximate cost of the aggregate monthly premiums (less applicable withholdings) for an 18 month period of ongoing medical, dental, and vision insurance via a timely election made under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA). Additionally, as used in the Executive Employment Agreements, a “Change in Control” means that one of the following events has taken place: (i) consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; (ii) consummation of a sale or disposition of all or substantially all of the assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of
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the Company immediately before such sale or disposition); or (iii) any Person becomes the beneficial owner (as determined pursuant to Section 13(d) of the Exchange Act) of securities representing in excess of 50% of the aggregate voting power of the outstanding securities of the Company as required to be disclosed in a report on Schedule 13D of the Exchange Act. The Board has the full and final authority, in its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto. While the individual Executive Employment Agreements do not address the manner in which unvested stock awards, if any, will be handled upon the termination of a Named Executive Officer, the specific restricted stock unit award agreement and/or performance restricted stock unit award agreement entered into by the Named Executive Officers upon the grant of service based restricted stock units and/or performance based restricted stock units provide that (A) if a Change in Control occurs prior to the vesting date of such restricted stock units and the Named Executive Officer is terminated by the Company without Cause, or (B) if the Named Executive Officer is terminated for Good Reason within 12 months following a Change in Control, then such unvested service based restricted stock units and/or performance based restricted stock units shall become vested as of the date of termination. Additionally, such specific restricted stock unit award agreement and/or performance restricted stock unit award agreement entered into by the Named Executive Officers provide that if any Named Executive Officer’s continuous service is terminated because of death or disability prior to the vesting date for the applicable grant of service based restricted stock units and/or performance based restricted stock units (as and if applicable), then such applicable restricted stock units become immediately vested in an amount equal to the total number of granted restricted stock units multiplied by a fraction, the numerator of which is the number of calendar months or portions thereof from grant date of such restricted stock units through the date on which such Named Executive Officer’s continuous service is terminated due to death or disability and the denominator of which is the total number of calendar months or portion thereof in the vesting period for such restricted stock unit grants. Additionally, as previously mentioned above, the Company announced that Mr. Monroe separated from the Company as Chief Financial Officer effective as of June 9, 2025. The separation was treated as a termination without “cause” under his Executive Employment Agreement. In connection with Mr. Monroe’s separation from the Company, on June 9, 2025, the Company and Mr. Monroe entered into the Monroe Separation Agreement. Under the Monroe Separation Agreement, the Company agreed to pay to Mr. Monroe (x) the Base Termination Payments (as defined in his Executive Employment Agreement) and (y) the Separation Pay as calculated in accordance with his Executive Employment Agreement to be an amount equal to $883,568, which is comprised of the following: (i) $630,000 (less applicable withholdings), which is an amount equal to one times Mr. Monroe’s current base salary, (ii) $228,699 (less applicable withholdings), which is an amount equal to his prorated target bonus for the 2025 fiscal year of $525,000, and (iii) $24,869 (less applicable withholdings), which is an amount equal to the approximate cost of monthly premiums (less applicable withholdings) for a twelve (12) month period for ongoing medical, dental, and vision insurance via a timely election made under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA) or otherwise. The payment of the amounts described in clause (i) were paid in accordance with the Company’s payroll schedule, and the payment of the amounts described in clauses (ii) and (iii) were paid in a lump sum within five (5) business days following the expiration of the seven (7) day revocation period set forth in the Agreement. The Monroe Separation Agreement also provided a general release of all claims by Mr. Monroe and affirms certain obligations under the Executive Employment Agreement, including, without limitation, obligations pertaining to confidentiality, non-competition, non-disparagement, non-hire, and non-solicitation. Hedging and Pledging Policies The Company has a stock trading policy that, among other things, prohibits all of our employees (including our executive officers) and our directors from engaging in speculative trading in the Company’s shares, which prohibition includes any arrangement by which a shareholder or option holder changes his or her economic exposure to changes in the price of the stock. Prohibited arrangements include buying standardized put or call options, writing put or call options, selling stock short, buying or selling securities convertible into other securities, or merely engaging in a private arrangement where the value of the agreement varies in relation to the price of the underlying security. Such arrangements are prohibited because these transactions may give the appearance of improper trades and look disloyal. In addition, our stock trading policy strongly discourages employees (including our executive officers) and our directors from holding the Company’s securities in a margin account or otherwise pledging these securities as collateral for a loan. As of the date of this proxy statement, none of our Named Executive Officers and non-employee directors hold the Company’s securities in a margin account or have otherwise pledged them as collateral for a loan. Stipend for Interim Chief Financial Officer; Principal Accounting Officer In connection with Mr. Humpich’s appointment to interim Chief Financial Officer on June 9, 2025, the Compensation Committee agreed that he would receive a $100,000 stipend per fiscal quarter (or portion thereto) in which he serves in such position, which amount will be paid in arrears. In the event Mr. Humpich only serves as interim Chief Financial Officer for a portion of any given fiscal quarter, then the $100,000 per quarter stipend was to be prorated on a month-to-month basis. On February 18, 2026 and in observance for his continued support of the Company in the transition of Mr. Lenihan to the Chief Financial Officer position, the Compensation Committee agreed that Mr. Humpich would continue to receive the $100,000 per quarter stipend to and through June 30, 2026. Compensation Committee Report The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10 - K for the year ended December 30, 2025. All members of the Compensation Committee concur in this report. Michael A. Crawford, Chair Jane Grote Abell Gregory N. Moore
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation earned with respect to the fiscal years 2025, 2024, and 2023 by our Named Executive Officers, which include (i) our Principal Executive Officer (the “PEO”) and Principal Financial Officer (the “PFO”), including any interim PEO or PFO, and (ii) the Company’s five most highly compensated executive officers other than the PEO and PFO who were serving as executive officers at the end of the last completed fiscal year.
Summary Compensation Table
| Summary Compensation Table | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Grant Date Fair Value of Stock Awards ($)(3)(4) | Non-equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($)(4) | | Gerald L. Morgan | 2025 | 1,356,538 | 200 | 8,410,928 | 909,413 | 145,054 | 10,822,133 | | Chief Executive Officer; Executive Vice Chairman | 2024 | 1,295,385 | — | 2,602,600 | 2,271,270 | 16,754 | 6,186,009 | | | 2023 | 1,190,000 | — | 2,599,856 | 1,527,267 | 30,404 | 5,347,527 | | Michael S. Lenihan | 2025 | 36,346 | 5,260 | 492,768 | — | — | 534,374 | | Chief Financial Officer | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | D. Christopher Monroe | 2025 | 279,827 | — | 1,885,208 | 98,429 | 594,170 | 2,857,634 | | Former Chief Financial Officer | 2024 | 547,308 | 250,100 | 792,610 | 742,530 | 12,796 | 2,345,344 | | | 2023 | 240,385 | 250,000 | 404,484 | 254,545 | 249,524 | 1,398,938 | | Keith V. Humpich | 2025 | 622,949 | 200 | 875,787 | 134,913 | 4,944 | 1,638,793 | | Chief Accounting & Financial Services | 2024 | 491,923 | 200 | 399,968 | 299,999 | 5,029 | 1,197,119 | | Officer; Former Interim Chief Financial Officer | 2023 | 592,000 | 200 | 364,629 | 190,908 | 1,242 | 1,148,979 | | Regina Tobin | 2025 | 703,317 | 200 | 2,900,320 | 470,946 | 10,680 | 4,085,463 | | President | 2024 | 697,885 | 200 | 899,080 | 1,222,991 | 10,572 | 2,830,728 | | | 2023 | 642,500 | — | 897,792 | 827,270 | 32,454 | 2,400,016 | | Christopher C. Colson | 2025 | 609,365 | 200 | 1,885,208 | 341,030 | 6,703 | 2,842,506 | | Chief Business and Administrative Officer, | 2024 | 547,308 | 200 | 792,610 | 742,530 | 12,915 | 2,095,563 | | Corporate Secretary | 2023 | 500,000 | 200 | 794,920 | 509,089 | 22,131 | 1,826,340 | | Hernan E. Mujica | 2025 | 609,365 | 200 | 1,885,208 | 341,030 | 9,457 | 2,845,260 | | Chief Technology Officer | 2024 | 547,308 | 200 | 792,610 | 742,530 | 15,903 | 2,098,551 | | | 2023 | 500,000 | 200 | 794,920 | 509,089 | 24,885 | 1,829,094 | | Travis C. Doster | 2025 | 609,365 | 200 | 1,885,208 | 341,030 | 8,215 | 2,844,018 | | Chief Communications Officer | 2024 | 547,308 | 200 | 92,442 | 742,530 | 31,192 | 1,413,672 | | | 2023 | 381,538 | 200 | 860,836 | 269,787 | 5,643 | 1,518,004 | | L. Paul Marshall | 2025 | 576,894 | 200 | 1,432,033 | 310,915 | 8,250 | 2,328,292 | | Chief Growth Officer | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — |
Summary Compensation Table
| (1) With respect to Mr. Humpich’s base salary for 2023 and 2025, respectively, these amounts include the $100,000 quarterly stipend in which Mr. Humpich served as interim Chief Financial Officer of the Company and/or as the principal accounting officer of the Company (as applicable). |
Summary Compensation Table
| (2) This column represents holiday bonus awards paid to the eligible Named Executive Officers for the fiscal years ended December 30, 2025, December 31, 2024, and December 26, 2023. |
Summary Compensation Table
Additionally, pursuant to Mr. Monroe’s Prior Employment Agreement and in connection with his appointment to Chief Financial Officer, the Company agreed to pay to Mr. Monroe a one-time signing bonus in the amount of $500,000. The signing bonus was paid in two equal installments of $250,000 each in the following manner: (i) the first installment was paid on or before July 1, 2023, and (ii) the second installment was paid on or before January 1, 2024. The amount included for Mr. Monroe with respect to the 2023 fiscal year includes the initial $250,000 portion of the signing bonus paid by the Company, and the amount included for Mr. Monroe with respect to the 2024 fiscal year includes the remaining $250,000 portion of the signing bonus paid by the Company.
Summary Compensation Table
| (3) Reflects the grant date fair value computed in accordance with U.S. GAAP of performance based restricted stock units and service based restricted stock units granted pursuant to the |
Summary Compensation Table
Company’s long term incentive plan using the closing price of the Company’s common stock on the last trading day immediately preceding the grant date. The Company cautions that the amounts reported in the Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value on these awards will depend on a number of factors, including the Company’s actual operating performance, stock price fluctuations, and the Named Executive Officer’s continued service with the Company. Additional information on all outstanding stock awards is reflected in the “Grants of Plan-Based Awards Table” and the “Outstanding Equity Awards at Fiscal Year End Table.”
Summary Compensation Table
| (4) With respect to Mr. Morgan, (i) amounts for the 2025 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Morgan during the 2025 fiscal year, (ii) amounts for the 2024 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Morgan during the 2024 fiscal year relating to his 2024 year service, and (iii) amounts for the 2023 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Morgan during the 2023 fiscal year relating to his 2023 year service. |
Summary Compensation Table
With respect to Mr. Lenihan, amounts for the 2025 fiscal year include the service based restricted stock units granted to Mr. Lenihan during the 2025 fiscal year relating to his 2026 year service. With respect to Mr. Monroe, (i) amounts for the 2025 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Monroe during the 2025 fiscal year, (ii) amounts for the 2024 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Monroe during the 2024 fiscal year relating to his 2024 year service, and (iii) amounts for the 2023 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Monroe during the 2023 fiscal year relating to his partial 2023 year service. With respect to Mr. Humpich, (i) amounts for the 2025 fiscal year include (a) service based restricted stock units granted during the 2025 fiscal year relating to his 2025 year service as Vice President of the Company, and (b) service based restricted stock units granted during the 2025 fiscal year relating to his 2026 year service as Chief Accounting and Financial Services Officer, and (ii) amounts for the 2023 fiscal year include the service based restricted stock units granted to Mr. Humpich during the 2023 fiscal year relating to his 2023 year service as the Vice President of Finance of the Company. With respect to Ms. Tobin, (i) amounts for the 2025 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Ms. Tobin during the 2025 fiscal year, (ii) amounts for the 2024 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Ms. Tobin during the 2024 fiscal year relating to her 2024 year service, and (iii) amounts for the 2023 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Ms. Tobin during the 2023 fiscal year relating to her 2023 year service. With respect to Mr. Colson, (i) amounts for the 2025 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Colson during the 2025 fiscal year, (ii) amounts for the 2024 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Colson during the 2024 fiscal year relating to his 2024 year service, and (iii) amounts for the 2023 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Colson during the 2023 fiscal year relating to his 2023 year service. With respect to Mr. Mujica, (i) amounts for the 2025 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Mujica during the 2025 fiscal year, (ii) amounts for the 2024 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Mujica during the 2024 fiscal year relating to his 2024 year service, and (iii) amounts for the 2023 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Mujica during the 2023 fiscal year relating to his 2023 year service. With respect to Mr. Doster, (i) amounts for the 2025 fiscal year include service based restricted stock units and performance based restricted stock units granted to Mr. Doster during the 2025 fiscal year, (ii) amounts for the 2024 fiscal year include service based restricted stock units granted to Mr. Doster during the 2024 fiscal year relating to his Q4 2023 service and applicable to the period of time prior to his appointment to Chief Communications Officer, and (iii) amounts for the 2023 fiscal year include (a) the performance based restricted stock units and service based restricted stock units granted to Mr. Doster during the 2023 fiscal year relating to his 2024 fiscal year service, (b) the service based restricted stock units granted to Mr. Doster during the 2023 fiscal year service relating to his 2023 year service made prior to his appointment as Chief Communications Officer, and (c) the service based restricted stock units granted to Mr. Doster during the 2023 fiscal year relating to his Q4 2022 service.
Summary Compensation Table
| (5) This column sets forth the amount of compensation earned by the NEOs under the Company’s annual performance-based Incentive Bonus program during each fiscal year. A description of the Company’s annual Incentive Bonus program is included in the section above titled “— Compensation Discussion and Analysis — Incentive Bonus” and the determination of Incentive Bonuses for fiscal 2025 is described in the section above titled “— Compensation Discussion and Analysis - Executive Incentive Compensation for Fiscal Year 2025.” |
Summary Compensation Table
As described above, Mr. Monroe separated from the Company as Chief Financial Officer of the Company on June 9, 2025. The amount shown above reflects the bonus that he received for the first two fiscal quarters relating to his partial 2025 fiscal year service. Additionally, upon his separation and pursuant to the Monroe Separation Agreement, Mr. Monroe forfeited his right to receive any bonus relating to his remaining 2025 fiscal year service.
Summary Compensation Table
| (6) The amount included for Mr. Monroe with respect to the 2023 fiscal year includes $230,452 paid by the Company toward Mr. Monroe’s relocation expenses to Louisville, Kentucky, $184,881 of which relates to the reimbursement of certain expenses arising from the sale of his home as a part of his relocation to Louisville, Kentucky. These amounts for Mr. Monroe reflect the amount paid to the applicable service providers. |
Summary Compensation Table
We believe that the personal safety and security of our senior executives is of the utmost importance to the Company and its shareholders. In connection with the same, we may from time to time provide personal security services to certain executives. Security services include home security systems and monitoring and, in some cases, personal security services. For fiscal year 2023, the Company paid $5,519 toward Mr. Morgan’s personal security, and $7,569 toward Ms. Tobin’s personal security, for fiscal year 2024, the Company paid $2,319 toward Mr. Morgan’s personal security, and $1,234 toward Ms. Tobin’s personal security, and for fiscal year 2025, the Company paid $1,605 toward Mr. Morgan’s personal security, and $1,223 toward Ms. Tobin’s personal security. We also completed an executive digital assessment for certain Named Executive Officers during the 2023 fiscal year. In connection with the same, for fiscal year 2024, the Company paid $18,000 for such assessment for Mr. Doster, and for fiscal year 2023, the Company paid $18,000 for such assessments for each of Ms. Tobin and Messrs. Morgan, Colson, Mujica, and Monroe. The amounts paid in this paragraph reflect amounts paid to the applicable service providers. Additionally, these amounts include (A) payments made by the Company for life insurance premiums maintained for the benefit of the applicable Named Executive Officers, (B) $2,622 paid for each Named Executive Officer for a cellphone allowance during the 2025 fiscal year (other than $1,371 paid to Mr. Monroe for his partial 2025 fiscal year service and $2,657 paid to Mr. Marshall) and $2,707 paid to each Named Executive Officer for a cellphone allowance during the 2024 fiscal year, and (C) $5,096 paid to Mr. Morgan, $6,330 paid to Mr. Colson, $5,096 paid to Mr. Doster, $4,700 paid to Mr. Monroe, and $6,564 paid to Mr. Mujica, respectively, by the Company on behalf of each Named Executive Officers during the 2024 fiscal year to a comprehensive, multi-specialty preventative medical center offering individualized annual physical exams. Finally, the amount for Mr. Morgan with respect to the 2025 fiscal year includes $131,467 paid by the Company for the initiation fee and monthly dues for membership at a country club located in Louisville, Kentucky.
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents information with respect to grants of stock awards to the applicable Named Executive Officers during fiscal year 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| Grants of Plan-Based Awards Table | | | | | | | | | | Estimated Future Payouts Under | | | | | | | | Equity Incentive Plan Awards(1) | | | | | | | | | | | All Other | Grant Date | | | | | | | Stock Awards: | Fair Value of | | Name | Grant Date | Minimum | Target | Maximum | Number of | Stock and | | | | | | | Shares of Stock | Option | | | | | | | or Units (2) | Awards ($)(3) | | Gerald L. Morgan | | | | | | | | Chief Executive Officer; Executive Vice Chairman | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 11,600 | 2,102,732 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | 11,600(4) | 23,200 | | 2,102,732 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | — | 11,600(4) | 23,200 | | 2,102,732 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | — | 11,600(4) | 23,200 | | 2,102,732 | | Regina A. Tobin | | | | | | | | President | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 4,000 | 725,080 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | 4,000(4) | 8,000 | | 725,080 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | — | 4,000(4) | 8,000 | | 725,080 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | — | 4,000(4) | 8,000 | | 725,080 | | Michael S. Lenihan | | | | | | | | Chief Financial Officer | | | | | | | | Service Based RSUs vesting on January 8, 2027 | December 3, 2025 | — | — | — | 2,900 | 492,768 | | Christopher C. Colson | | | | | | | | Chief Business and Administrative Officer; Corporate Secretary | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 2,600 | 471,302 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Hernan E. Mujica | | | | | | | | Chief Technology Officer | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 2,600 | 471,302 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Travis C. Doster | | | | | | | | Chief Communications Officer | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 2,600 | 471,302 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | L. Paul Marshall (5) | | | | | | | | Chief Growth Officer | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 2,800 | 507,556 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | 850 | 1,700(4) | 2,550 | | 308,159 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | 850 | 1,700(4) | 2,550 | | 308,159 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | 850 | 1,700(4) | 2,500 | | 308,159 | | Keith V. Humpich | | | | | | | | Chief Accounting and Financial Services Officer; | | | | | | | | Former Interim Chief Financial Officer | | | | | | | | Service Based RSUs vesting on July 2, 2026 | July 2, 2025 | — | — | — | 2,114 | 400,011 | | Service Based RSUs vesting on January 8, 2027 | December 3, 2025 | — | — | — | 2,800 | 475,776 | | D. Christopher Monroe | | | | | | | | Former Chief Financial Officer | | | | | | | | Service Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | — | — | 2,600 | 471,302 | | Performance Based RSUs vesting on January 8, 2026 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2027 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 | | Performance Based RSUs vesting on January 8, 2028 | January 8, 2025 | — | 2,600(4) | 5,200 | | 471,302 |
Grants of Plan-Based Awards in Fiscal Year 2025
| (1) These amounts reflect the minimum, target, and maximum number of shares issuable under performance awards. The related performance targets and certain results are described in detail in the “Compensation Discussion and Analysis.” |
Grants of Plan-Based Awards in Fiscal Year 2025
| (2) Each stock award consists of service based restricted stock units, where each unit represents the conditional right to receive one share of our common stock upon satisfaction of vesting requirements. See the “Compensation Discussion and Analysis” for the conditions of accelerated vesting upon termination of employment other than for cause. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (3) Reflects the grant date fair value computed in accordance with U.S. GAAP of the target number of performance based restricted stock units and service based restricted stock units granted to the Named Executive Officers using the closing price of the Company’s common stock on the last trading day immediately preceding the grant date, which was based on the following: |
Grants of Plan-Based Awards in Fiscal Year 2025
| (i) With respect to Mr. Morgan, 11,600 service based restricted stock units and 34,800 performance based restricted stock units granted on January 8, 2025 at $181.27. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (ii) With respect to Ms. Tobin, 4,000 service based restricted stock units and 12,000 performance based restricted stock units granted on January 8, 2025 at $181.27. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (iii) | With respect to Mr. Lenihan, 2,900 service based restricted stock units granted on December 3, 2025 at $169.92. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (iv) With respect to Mr. Colson, 2,600 service based restricted stock units and 7,800 performance based restricted stock units granted on January 8, 2025 at $181.27. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (v) With respect to Mr. Mujica, 2,600 service based restricted stock units and 7,800 performance based restricted stock units granted on January 8, 2025 at $181.27. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (vi) With respect to Mr. Doster, 2,600 service based restricted stock units and 7,800 performance based restricted stock units granted on January 8, 2025 at $181.27. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (vii) | With respect to Mr. Marshall, 2,800 service based restricted stock units and 5,100 performance based restricted stock units granted on January 8, 2025 at $181.27. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (viii) | With respect to Mr. Humpich, 2,114 service based restricted stock units granted on July 2, 2025 at $189.22, and 2,800 service based restricted stock units granted on December 3, 2025 at $169.92. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (ix) With respect to Mr. Monroe, 2,600 service based restricted stock units and 7,800 performance based restricted stock units granted on January 8, 2025 at $181.27. As previously discussed, upon his separation, Mr. Monroe forfeited his right to receive these service based restricted stock units and performance based restricted stock units granted in 2025. |
Grants of Plan-Based Awards in Fiscal Year 2025
These are not amounts paid to or received by the Named Executive Officers. For discussion of the assumptions used in determining these values, see Note 14 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025.
Grants of Plan-Based Awards in Fiscal Year 2025
| (4) The amount included in the table above represents the target award opportunity. Performance based equity awards with respect to fiscal year 2025 were paid at 65% of the total target amount for the fiscal year in which a Named Executive Officer served in such role, based on an EPS payout of 0% due to a decrease in earnings and an actual Profit Sharing Pool of $8.3 million calculated on fiscal year 2025 pre-tax profit of $472.0 million. |
Grants of Plan-Based Awards in Fiscal Year 2025
| (5) The performance based restricted stock units granted to Mr. Marshall are based on the same performance metrics that are used for the performance based restricted stock units as the other Named Executive Officers; provided, however, such performance based restricted stock units may be reduced to a minimum of 50% or increased to a maximum of 150% of the applicable target amounts. |
Outstanding Equity Awards
Outstanding Equity Awards The following table presents information with respect to outstanding stock option awards, stock awards, and equity incentive plan awards as of December 30, 2025 by the Named Executive Officers.
Outstanding Equity Awards
| Outstanding Equity Awards at Fiscal Year End Table | | | | | | | Stock Awards | | Equity Incentive Plan Awards | | | | Number of | Market Value | Number of | Market Value | | | Shares or | of Shares or | Shares or | of Shares or | | | Units of | Units of | Units of | Units of | | | Stock That | Stock That | Stock That | Stock That | | | Have Not | Have Not | Have Not | Have Not | | | Vested | Vested | Vested | Vested | | Name | (#) | ($)(1) | (#) | ($)(1) | | Gerald L. Morgan | 11,600(2) | 1,941,840 | 34,800(3) | 5,825,520 | | Chief Executive Officer; Executive Vice Chairman | | | | | | Regina A. Tobin | 4,000(4) | 669,600 | 12,000(5) | 2,008,800 | | President | | | | | | Michael S. Lenihan | 2,900(6) | 485,460 | — | — | | Chief Financial Officer | | | | | | Christopher C. Colson | 2,600(7) | 435,240 | 7,800(8) | 1,305,720 | | Chief Business & Administrative Officer, Corporate Secretary | | | | | | Hernan E. Mujica | 2,600(9) | 435,240 | 7,800(10) | 1,305,720 | | Chief Technology Officer | | | | | | Travis C. Doster | 2,600(11) | 435,240 | 7,800(12) | 1,305,720 | | Chief Communications Officer | | | | | | L. Paul Marshall | 2,800(13) | 468,720 | 5,100(14) | 853,740 | | Chief Growth Officer | | | | | | Keith V. Humpich | 4,914(15) | 822,604 | — | — | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | | | | | | D. Christopher Monroe (16) | — | — | — | — | | Former Chief Financial Officer | | | | |
Outstanding Equity Awards
| (1) Market value was computed using the Company’s closing stock price on the last trading day of our fiscal year ended December 30, 2025, which was $167.40. |
Outstanding Equity Awards
| (2) With respect to Mr. Morgan, the vesting schedule is as follows: 11,600 service based restricted stock units on January 8, 2026. |
Outstanding Equity Awards
| (3) With respect to Mr. Morgan, consists of performance awards which will vest and be earned, if at all, at the time of a determination by our compensation committee that certain Company performance measures have been satisfied. If and to the extent earned, the vesting schedule is as follows: 11,600 performance based restricted stock units on January 8, 2026, 11,600 performance based restricted stock units on January 8, 2027, and 11,600 performance based restricted stock units on January 8, 2028. |
Outstanding Equity Awards
| (4) With respect to Ms. Tobin, the vesting schedule is as follows: 4,000 service based restricted stock units on January 8, 2026. |
Outstanding Equity Awards
| (5) With respect to Ms. Tobin, consists of performance awards which will vest and be earned, if at all, at the time of a determination by our compensation committee that certain Company performance measures have been satisfied. If and to the extent earned, the vesting schedule is as follows: 4,000 performance based restricted stock units on January 8, 2026, 4,000 performance based restricted stock units on January 8, 2027, and 4,000 performance based restricted stock units on January 8, 2028. |
Outstanding Equity Awards
| (6) With respect to Mr. Lenihan, the vesting schedule is as follows: 2,900 service based restricted stock units on January 8, 2027. |
Outstanding Equity Awards
| (7) With respect to Mr. Colson, the vesting schedule is as follows: 2,600 service based restricted stock units on January 8, 2026. |
Outstanding Equity Awards
| (8) With respect to Mr. Colson, consists of performance awards which will vest and be earned, if at all, at the time of a determination by our compensation committee that certain Company performance measures have been satisfied. If and to the extent earned, the vesting schedule is as follows: 2,600 performance based restricted stock units on January 8, 2026, 2,600 performance based restricted stock units on January 8, 2027, and 2,600 performance based restricted stock units on January 8, 2028. |
Outstanding Equity Awards
| (9) With respect to Mr. Mujica, the vesting schedule is as follows: 2,600 service based restricted stock units on January 8, 2026. |
Outstanding Equity Awards
| (10) With respect to Mr. Mujica, consists of performance awards which will vest and be earned, if at all, at the time of a determination by our compensation committee that certain Company performance measures have been satisfied. If and to the extent earned, the vesting schedule is as follows: 2,600 performance based restricted stock units on January 8, 2026, 2,600 performance based restricted stock units on January 8, 2027, and 2,600 performance based restricted stock units on January 8, 2028. |
Outstanding Equity Awards
| (11) With respect to Mr. Doster, the vesting schedule is as follows: 2,600 service based restricted stock units on January 8, 2026. |
Outstanding Equity Awards
| (12) With respect to Mr. Doster, consists of performance awards which will vest and be earned, if at all, at the time of a determination by our compensation committee that certain Company performance measures have been satisfied. If and to the extent earned, the vesting schedule is as follows: 2,600 performance based restricted stock units on January 8, 2026, 2,600 performance based restricted stock units on January 8, 2027, and 2,600 performance based restricted stock units on January 8, 2028. |
Outstanding Equity Awards
| (13) With respect to Mr. Marshall, the vesting schedule is as follows: 2,800 service based restricted stock units on January 8, 2026. |
Outstanding Equity Awards
| (14) With respect to Mr. Marshall, consists of performance awards which will vest and be earned, if at all, at the time of a determination by our compensation committee that certain Company performance measures have been satisfied. If and to the extent earned, the vesting schedule is as follows: 1,700 performance based restricted stock units on January 8, 2026, 1,700 performance based restricted stock units on January 8, 2027, and 1,700 performance based restricted stock units on January 8, 2028. |
Outstanding Equity Awards
| (15) With respect to Mr. Humpich, the vesting schedule is as follows: (A) 2,114 service based restricted stock units on July 2, 2026, and (B) 2,800 service based restricted stock units on January 8, 2027. |
Outstanding Equity Awards
| (16) As described above, Mr. Monroe separated from the Company as Chief Financial Officer of the Company on June 9, 2025. Upon his separation, Mr. Monroe forfeited his right to receive any of the 2,600 service based restricted stock units and 7,800 performance based restricted stock units previously granted to Mr. Monroe. |
Outstanding Equity Awards
See the “Compensation Discussion and Analysis” for the conditions of accelerated vesting upon termination of employment other than for cause.
Stock Vested
Stock Vested The following table presents information with respect to stock awards vested during the fiscal year ended December 30, 2025 by the Named Executive Officers.
Stock Vested
| Stock Vested Table | | | | | | Number of | | | | | Shares Acquired | Value Realized | | | | on Vesting | on Vesting | | | Name | (#) | ($)(1) | | | Gerald L. Morgan | 30,218 | 5,477,617 | (i) | | Chief Executive Officer; Executive Vice Chairman | | | | | Regina A. Tobin | 10,140 | 1,838,078 | (ii) | | President | | | | | Michael S. Lenihan | — | — | | | Chief Financial Officer | | | | | Christopher C. Colson | 8,568 | 1,553,121 | (iii) | | Chief Business & Administrative Officer; Corporate Secretary | | | | | Hernan E. Mujica | 8,568 | 1,553,121 | (iv) | | Chief Technology Officer | | | | | Travis C. Doster | 6,698 | 1,214,146 | (v) | | Chief Communications Officer | | | | | L. Paul Marshall | 7,950 | 1,441,097 | (vi) | | Chief Growth Officer | | | | | Keith V. Humpich | 2,330 | 422,359 | (vii) | | Chief Accounting & Financial Services Officer; Former Interim Chief Financial Officer | | | | | D. Christopher Monroe | 8,568 | 1,553,121 | (viii) | | Former Chief Financial Officer | | | |
Stock Vested
| (1) The value realized upon vesting of restricted stock units represents the fair value of the underlying shares based on the closing price of the Company’s common stock on the trading day immediately preceding the vesting date, which is in accordance with the following: |
Stock Vested
| (i) $181.27 with respect to the 11,000 service based restricted stock units which vested on January 8, 2025, and $181.27 with respect to the 19,218 performance based restricted stock units which vested on January 8, 2025 but became reportable on February 28, 2025. |
Stock Vested
| (ii) $181.27 with respect to the 4,200 service based restricted stock units which vested on January 8, 2025, and $181.27 with respect to the 5,940 performance based restricted stock units which vested on January 8, 2025 but became reportable on February 28, 2025. |
Stock Vested
| (iii) | $181.27 with respect to the 4,200 service based restricted stock units which vested on January 8, 2025, and $181.27 with respect to the 4,368 performance based restricted stock units which vested on January 8, 2025 but became reportable on February 28, 2025. |
Stock Vested
| (iv) $181.27 with respect to the 4,200 service based restricted stock units which vested on January 8, 2025, and $181.27 with respect to the 4,368 performance based restricted stock units which vested on January 8, 2025 but became reportable on February 28, 2025. |
Stock Vested
| (v) $181.27 with respect to the 3,100 service based restricted stock units which vested on January 8, 2025, $181.27 with respect to the 2,970 performance based restricted stock |
Stock Vested
| units which vested on January 8, 2025 but became reportable on February 28, 2025, and $171.57 with respect to the 628 service based restricted stock units which vested on February 21, 2025. |
Stock Vested
| (vi) $181.27 with respect to the 4,200 service based restricted stock units which vested on January 8, 2025, and $181.27 with respect to the 3,750 performance based restricted stock units which vested on January 8, 2025 but became reportable on February 28, 2025. |
Stock Vested
| (vii) | $184.01 with respect to the 2,330 service based restricted stock units which vested on June 26, 2025. |
Stock Vested
| (viii) | $181.27 with respect to the 4,200 service based restricted stock units which vested on January 8, 2025, and $181.27 with respect to the 4,368 performance based restricted stock units which vested on January 8, 2025 but became reportable on February 28, 2025. |
Termination, Change in Control and Change of Responsibility Payments
| TERMINATION PAYMENTS UNDER EXECUTIVE EMPLOYMENT AGREEMENTS | | | | | | | | Name | Termination Event (1) | Base Salary ($)(2) | Incentive Bonus ($)(3) | COBRA ($)(4) | Value of Granted Stock Awards ($)(5) | Total ($) | | Gerald L. Morgan | Cause | 1,400,000 | 1,400,000 | --- | --- | 2,800,000 | | Chief Executive Officer; | Without Cause | 2,800,000 | 2,800,000 | 26,817 | --- | 5,626,817 | | Executive Vice Chairman | Resignation with Good Reason | 2,800,000 | 4,200,000 | 26,817 | 7,767,360 | 14,794,177 | | | Resignation Without Good Reason | 1,400,000 | 1,400,000 | --- | --- | 2,800,000 | | | Death / Disability | 1,400,000 | 1,400,000 | --- | --- | 2,800,000 | | | Retirement | 1,400,000 | 1,400,000 | --- | --- | 2,800,000 | | Regina A. Tobin | Cause | 725,000 | 725,000 | --- | --- | 1,450,000 | | President | Without Cause | 725,000 | 1,450,000 | 17,878 | --- | 2,192,878 | | | Resignation with Good Reason | 1,087,500 | 1,812,500 | 26,817 | 2,678,400 | 5,605,217 | | | Resignation Without Good Reason | 725,000 | 725,000 | --- | --- | 1,450,000 | | | Death / Disability | 725,000 | 725,000 | --- | --- | 1,450,000 | | | Retirement | 725,000 | 725,000 | --- | --- | 1,450,000 | | Michael S. Lenihan | Cause | 630,000 | 525,000 | --- | --- | 1,155,000 | | Chief Financial Officer | Without Cause | 630,000 | 1,050,000 | 24,486 | --- | 1,704,486 | | | Resignation with Good Reason | 945,000 | 1,312,500 | 36,730 | 485,460 | 2,779,690 | | | Resignation Without Good Reason | 630,000 | 525,000 | --- | --- | 1,155,000 | | | Death / Disability | 630,000 | 525,000 | --- | | 1,155,000 | | | Retirement | 630,000 | 525,000 | --- | --- | 1,155,000 | | Christopher C. Colson | Cause | 630,000 | 525,000 | --- | --- | 1,155,000 | | Chief Business & Administrative Officer; Corporate Secretary | Without Cause | 630,000 | 1,050,000 | 27,923 | --- | 1,707,923 | | | Resignation with Good Reason | 945,000 | 1,312,500 | 41,885 | 1,740,960 | 4,040,345 | | | Resignation Without Good Reason | 630,000 | 525,000 | --- | --- | 1,155,000 | | | Death / Disability | 630,000 | 525,000 | --- | | 1,155,000 | | | Retirement | 630,000 | 525,000 | --- | --- | 1,155,000 | | Hernan E. Mujica | Cause | 630,000 | 525,000 | --- | --- | 1,155,000 | | Chief Technology Officer | Without Cause | 630,000 | 1,050,000 | 15,973 | --- | 1,695,973 | | | Resignation with Good Reason | 945,000 | 1,312,500 | 23,960 | 1,740,960 | 4,022,420 | | | Resignation Without Good Reason | 630,000 | 525,000 | --- | --- | 1,155,000 | | | Death / Disability | 630,000 | 525,000 | --- | | 1,155,000 | | | Retirement | 630,000 | 525,000 | --- | --- | 1,155,000 | | Travis C. Doster | Cause | 630,000 | 525,000 | --- | --- | 1,155,000 | | Chief Communications Officer | Without Cause | 630,000 | 1,050,000 | 27,742 | --- | 1,707,742 | | | Resignation with Good Reason | 945,000 | 1,312,500 | 41,613 | 1,740,960 | 4,040,073 | | | Resignation Without Good Reason | 630,000 | 525,000 | --- | --- | 1,155,000 | | | Death / Disability | 630,000 | 525,000 | --- | | 1,155,000 | | | Retirement | 630,000 | 525,000 | --- | --- | 1,155,000 | | L. Paul Marshall | Cause | 630,000 | 525,000 | --- | --- | 1,155,000 | | Chief Growth Officer | Without Cause | 630,000 | 1,050,000 | 27,650 | --- | 1,707,650 | | | Resignation with Good Reason | 945,000 | 1,312,500 | 41,475 | 1,322,460 | 3,621,435 | | | Resignation Without Good Reason | 630,000 | 525,000 | --- | --- | 1,155,000 | | | Death / Disability | 630,000 | 525,000 | --- | --- | 1,155,000 | | | Retirement | 630,000 | 525,000 | --- | --- | 1,155,000 | | Keith V. Humpich | Cause | 420,000 | 300,000 | --- | --- | 720,000 | | Chief Accounting & Financial Services Officer; | Without Cause | 420,000 | 600,000 | 8,557 | --- | 1,028,557 | | Former Interim Chief Financial Officer | Resignation with Good Reason | 630,000 | 750,000 | 12,835 | 822,604 | 2,215,439 | | | Resignation Without Good Reason | 420,000 | 300,000 | --- | --- | 720,000 | | | Death / Disability | 420,000 | 300,000 | --- | | 720,000 | | | Retirement | 420,000 | 300,000 | --- | --- | 720,000 | | D. Christopher Monroe (6) | Cause | --- | --- | --- | --- | --- | | Former Chief Financial Officer | Without Cause | 630,000 | 228,699 | 24,869 | --- | 883,568 | | | Resignation with Good Reason | --- | --- | --- | --- | --- | | | Resignation Without Good Reason | --- | --- | --- | --- | --- | | | Death / Disability | --- | --- | --- | --- | --- | | | Retirement | --- | --- | --- | --- | --- |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance. The compensation actually paid (“CAP”) for the Principal Executive Officer (“PEO”) and the average CAP for the non-PEO named executive officers is calculated by taking the Summary Compensation Table (“SCT”) values: (a) less the grant value of equity granted during the covered fiscal year (“CFY”); (b) plus the year-end fair value of unvested equity awards granted during the CFY; (c) plus for equity awards granted in prior years that are outstanding and unvested at the end of the CFY, the difference between the year-end fair value and the immediately prior year-end fair value; (d) plus for equity awards granted in the CFY that vested during the CFY, the fair value of such awards on the vesting date; (e) plus for equity awards granted in a fiscal year prior to the CFY that vested during the CFY, the difference between the fair value as of the vesting date and the immediately prior year-end fair value; and (f) less for equity awards granted in a fiscal year prior to the CFY that failed to meet the applicable vesting conditions during the CFY, the fair value at the end of the prior fiscal year.
Pay Versus Performance
| Pay Versus Performance Table | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | SCT Total Comp First PEO | SCT Total Comp for Second PEO | CAP to First PEO | CAP to Second PEO | Avg. SCT Total Comp for Non-PEO NEOs | Avg. CAP to Non-PEO NEOs | TSR | Peer Group TSR (S&P Index) | Net Income (in Millions) | Diluted EPS | | | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($)(7) | ($)(8) | ($) | ($) | | 2025 | 10,822,133 | N/A | 10,139,183 | N/A | 2,497,043 | 1,937,250 | 230.83 | 136.53 | 405.6 | 6.10 | | 2024 | 6,186,009 | N/A | 7,866,236 | N/A | 2,156,772 | 2,669,087 | 244.98 | 137.98 | 433.6 | 6.47 | | 2023 | 5,347,527 | N/A | 6,435,377 | N/A | 1,746,269 | 1,697,782 | 164.83 | 128.97 | 304.9 | 4.54 | | 2022 | 4,421,989 | N/A | 5,725,465 | N/A | 1,662,319 | 1,823,561 | 123.49 | 112.90 | 269.8 | 3.97 | | 2021 | 3,769,765 | 4,986,164 | 3,801,740 | (2,793,754) | 2,634,509 | 1,934,435 | 114.97 | 122.18 | 245.3 | 3.50 |
Pay Versus Performance
| (1) For the purposes of this table, the Principal Executive Officer refers to Gerald L. Morgan. On March 18, 2021, Mr. Morgan was named Chief Executive Officer of the Company following W. Kent Taylor’s passing. The amounts described in this column relate to amounts disclosed in the Summary Compensation Table of this proxy statement. Additionally, for the purposes of the 2021 fiscal year, the amounts also reflect compensation received by Mr. Morgan for positions within the Company before assuming the role of Chief Executive Officer on March 18, 2021. |
Pay Versus Performance
| (2) For the purposes of this table, the Second Principal Executive Officer refers to W. Kent Taylor. Mr. Taylor served as the Chief Executive Officer of the Company until his passing on March 18, 2021. The amounts described in this column relate to amounts disclosed in the Summary Compensation Table of this proxy statement. |
Pay Versus Performance
| (3) The dollar amounts reported in the “CAP to First PEO” column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the First PEO. These amounts reflect the amount set forth in the “Total” column of the “Summary Compensation Table” for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. Amounts in the below reconciliation table may not sum to total due to rounding: |
Pay Versus Performance
| CALCULATION OF FIRST PEO CAP | | | | | | | | | | Year | SCT Total Comp | SCT Stock Awards | Value of Unvested Equity Awards Granted during CFY | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY | Value of Equity Awards Granted and Vested in CFY | Change in Value of Granted in Prior Years and Vested in CFY | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY | CAP to First PEO($) | | | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($)(g)(i) | (a)-(b)+(c)+(d)+(e)+(f)-(g) | | 2025 | 10,822,133 | 8,410,928 | 7,767,360 | — | — | (39,382) | | 10,139,183 | | 2024 | 6,186,009 | 2,602,600 | 3,969,460 | — | — | 313,367 | — | 7,866,236 | | 2023 | 5,347,527 | 2,599,856 | 3,423,848 | — | — | 263,858 | — | 6,435,377 | | 2022 | 4,421,989 | 2,201,368 | 2,297,748 | — | 4,996 | 1,202,100 | — | 5,725,465 | | 2021 | 3,769,765 | 2,394,513 | 2,352,525 | — | — | 73,963 | — | 3,801,740 |
Pay Versus Performance
| (i) For the purposes of determining the amount that should be included in column (g) of each footnote throughout the Company’s Pay Versus Performance disclosure, the Company has used (i) the value of the difference in the target amount of performance based restricted stock units that an applicable officer was granted for a particular fiscal year and the amount of performance based restricted stock units that actually vested to the extent the same is less than such target amount, and (ii) the value of the difference in the target amount of “retention” restricted stock units that an applicable officer was granted and the amount of “retention” restricted stock units that actually vested (as and if applicable). |
Pay Versus Performance
(4)
Pay Versus Performance
| CALCULATION OF SECOND PEO CAP | | | | | | | | | | Year | SCT Total Comp | SCT Stock Awards | Value of Unvested Equity Awards Granted during CFY | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY | Value of Equity Awards Granted and Vested in CFY | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY | CAP to Second PEO($) | | | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($)(g) | (a)-(b)+(c)+(d)+(e)+(f)-(g) | | 2025 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | 4,986,164 | 4,753,200 | — | — | 1,909,885 | 880,222 | 5,816,825 | (2,793,754) |
Pay Versus Performance
| (5) For the purposes of the 2021 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, Doug W. Thompson, S. Chris Jacobsen, Christopher C. Colson, Hernan E. Mujica, and Regina A. Tobin. |
Pay Versus Performance
For the purposes of the 2022 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, S. Chris Jacobsen, Christopher C. Colson, Hernan E. Mujica, and Regina A. Tobin. For the purposes of the 2023 fiscal year, the Non-Principal Executive Officers include Regina A. Tobin, D. Christopher Monroe, Keith V. Humpich, Tonya R. Robinson, Travis C. Doster, S. Chris Jacobsen, Christopher C. Colson, and Hernan E. Mujica. For the purposes of the 2024 fiscal year, the Non-Principal Executive Officers include Regina A. Tobin, D. Christopher Monroe, Travis C. Doster, Christopher C. Colson, and Hernan E. Mujica. For the purposes of the 2025 fiscal year, the Non-Principal Executive Officers include Regina A. Tobin, Michael S. Lenihan, Travis C. Doster, Christopher C. Colson, Hernan E. Mujica, L. Paul Marshall, Keith V. Humpich, and D. Christopher Monroe. (6)
Pay Versus Performance
| CALCULATION OF 2021 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(a) | SCT Stock Awards ($)(b) | Value of Unvested Equity Awards Granted during CFY ($)(c) | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY ($)(d) | Value of Equity Awards Granted and Vested in CFY ($)(e) | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY ($)(f) | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY ($)(g) | CAP to Non-PEO($) (a)-(b)+(c)+(d)+(e)+(f)-(g) | | Robinson | 1,788,492 | 998,855 | 1,120,250 | — | — | 5,234 | 147,497 | 1,767,624 | | Thompson | 7,556,722 | 2,376,600 | — | — | — | 6,192 | 1,475,289 | 3,711,025 | | Jacobsen | 1,712,853 | 950,640 | 1,075,440 | — | — | 4,020 | 516,319 | 1,325,354 | | Tobin | 1,395,079 | 822,315 | 761,770 | — | — | 56,190 | — | 1,390,724 | | Colson | 1,589,173 | 945,109 | 873,795 | — | — | 66,566 | — | 1,584,425 | | Mujica | 1,764,732 | 1,142,043 | 1,064,238 | — | — | 140,529 | — | 1,827,456 | | Average | 2,634,509 | 1,205,927 | 815,916 | — | — | 46,455 | 356,518 | 1,934,435 |
Pay Versus Performance
| CALCULATION OF 2022 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(a) | SCT Stock Awards ($)(b) | Value of Unvested Equity Awards Granted during CFY ($)(c) | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY ($)(d) | Value of Equity Awards Granted and Vested in CFY ($)(e) | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY ($)(f) | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY ($)(g) | CAP to Non-PEO($) (a)-(b)+(c)+(d)+(e)+(f)-(g) | | Robinson | 1,755,123 | 893,178 | 932,283 | — | — | 205,623 | — | 1,999,851 | | Jacobsen | 1,787,674 | 793,936 | 828,696 | — | — | 403,536 | — | 2,225,970 | | Tobin | 1,788,904 | 795,166 | 913,449 | — | — | (11,380) | — | 1,895,807 | | Colson | 1,489,948 | 496,210 | 517,935 | — | — | (6,458) | — | 1,505,215 | | Mujica | 1,489,948 | 496,210 | 517,935 | — | — | (20,710) | — | 1,490,963 | | Average | 1,662,319 | 694,940 | 742,060 | — | — | 114,122 | — | 1,823,561 |
Pay Versus Performance
| CALCULATION OF 2023 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(a) | SCT Stock Awards ($)(b) | Value of Unvested Equity Awards Granted during CFY ($)(c) | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY ($)(d) | Value of Equity Awards Granted and Vested in CFY ($)(e) | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY ($)(f) | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY ($)(g) | CAP to Non-PEO($) (a)-(b)+(c)+(d)+(e)+(f)-(g) | | Tobin | 2,400,016 | 897,792 | 1,182,336 | — | — | 90,021 | — | 2,774,581 | | Monroe | 1,398,938 | 404,484 | 455,692 | — | — | — | — | 1,450,146 | | Humpich | 1,148,979 | 364,629 | 421,946 | — | — | 48,696 | — | 1,254,992 | | Robinson | 2,021,333 | — | — | — | — | — | 932,283 | 1,089,050 | | Doster | 1,518,004 | 860,836 | 1,014,838 | — | — | 70,954 | — | 1,742,960 | | Jacobsen | 1,827,450 | 804,272 | — | — | — | 95,188 | — | 1,118,366 | | Colson | 1,826,340 | 794,920 | 1,046,860 | — | — | (3,575) | — | 2,074,705 | | Mujica | 1,829,094 | 794,920 | 1,046,860 | — | — | (3,575) | — | 2,077,459 | | Average | 1,746,269 | 615,232 | 646,067 | — | — | 37,214 | 116,535 | 1,697,782 |
Pay Versus Performance
| CALCULATION OF 2024 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(a) | SCT Stock Awards ($)(b) | Value of Unvested Equity Awards Granted during CFY ($)(c) | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY ($)(d) | Value of Equity Awards Granted and Vested in CFY ($)(e) | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY ($)(f) | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY ($)(g) | CAP to Non-PEO($) (a)-(b)+(c)+(d)+(e)+(f)-(g) | | Tobin | 2,830,728 | 899,080 | 1,371,268 | — | — | 92,110 | — | 3,395,026 | | Monroe | 2,345,344 | 792,610 | 1,208,881 | — | — | 169,556 | — | 2,931,171 | | Doster | 1,413,672 | 92,442 | 113,310 | 274,896 | — | 159,213 | — | 1,868,649 | | Colson | 2,095,563 | 792,610 | 1,208,881 | — | — | 61,966 | — | 2,573,800 | | Mujica | 2,098,551 | 792,610 | 1,208,881 | — | — | 61,966 | — | 2,576,788 | | Average | 2,156,772 | 673,870 | 1,022,244 | 54,979 | — | 108,962 | — | 2,669,087 |
Pay Versus Performance
| CALCULATION OF 2025 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(a) | SCT Stock Awards ($)(b) | Value of Unvested Equity Awards Granted during CFY ($)(c) | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY ($)(d) | Value of Equity Awards Granted and Vested in CFY ($)(e) | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY ($)(f) | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY ($)(g) | CAP to Non-PEO($) (a)-(b)+(c)+(d)+(e)+(f)-(g) | | Tobin | 4,085,463 | 2,900,320 | 2,678,400 | — | — | (11,500) | — | 3,852,043 | | Lenihan | 534,374 | 492,768 | 485,460 | — | — | — | — | 527,066 | | Doster | 2,844,018 | 1,885,208 | 1,740,960 | — | — | (10,474) | — | 2,689,296 | | Colson | 2,842,506 | 1,885,208 | 1,740,960 | — | — | (7,523) | — | 2,690,735 | | Mujica | 2,845,260 | 1,885,208 | 1,740,960 | — | — | (7,523) | — | 2,693,489 | | Marshall | 2,328,292 | 1,432,033 | 1,322,460 | — | — | (5,960) | — | 2,212,759 | | Humpich | 1,638,793 | 875,787 | 822,604 | — | — | 8,341 | — | 1,593,951 | | Monroe | 2,857,634 | 1,885,208 | — | — | — | 7,197 | 1,740,960 | (761,337) | | Average | 2,497,043 | 1,655,218 | 1,316,476 | — | — | (3,430) | 217,620 | 1,937,250 |
Pay Versus Performance
| (7) For the purposes of calculating the Company’s total shareholder return (“TSR”), the Company’s TSR increased 15.0% in fiscal year 2021, increased 7.4% in fiscal year 2022, increased 33.5% in fiscal year 2023, increased 48.6% in fiscal year 2024, and decreased 5.8% in fiscal year 2025. |
Pay Versus Performance
| (8) As more particularly shown in the Company’s Annual Report on Form 10-K for the year ended December 28, 2021, we presented a performance graph by comparing our cumulative TSR against the Russell 3000 Restaurant Index. In connection with our Annual Report on Form 10-K for the year ended December 28, 2021, December 27, 2022, December 26, 2023, December 31, 2024, and December 30, 2025, the Company presented a performance graph by comparing our cumulative TSR against the S&P Composite 1500 Restaurant Sub-Index (the “S&P Index”). For the purposes of the table above, we have shown the TSR for the Company’s peer companies using the S&P Index. In furtherance of the foregoing, using the S&P Composite 1500 Restaurant Sub-Index, the TSR of the Company’s peer companies increased 22.2% in fiscal year 2021, decreased 7.6% in fiscal year 2022, increased 14.2% in fiscal year 2023, increased 7.0% in fiscal year 2024, and decreased 1.1% in fiscal year 2025. |
Pay Versus Performance
As shown in the charts as discussed further below, the relationship between the Compensation Actually Paid to the Principal Executive Officer and the Average Compensation Actually Paid to the Non-Principal Executive Officers in the 2021 fiscal year, 2022 fiscal year, 2023 fiscal year, 2024 fiscal year, and the 2025 fiscal year, respectively, to each of (i) net income, (ii) total shareholder return, and (iii) diluted earnings per share demonstrates that such compensation fluctuates to the extent the Company is achieving its goals and increasing value for shareholders in line with the Company’s compensation philosophy and performance-based objectives. For the purposes of the charts below, the Principal Executive Officer is determined in the following manner: (i) for fiscal year 2021, the Principal Executive Officer represented is the aggregate compensation of W. Kent Taylor and Gerald L. Morgan, and (ii) for fiscal years 2022, 2023, 2024, and 2025, the Principal Executive Officer represented is Gerald L. Morgan. The following table lists the three financial performance measures that we believe represent the most important financial measures to link compensation actually paid to our Named Executive Officers in 2025 to our performance.
Pay Versus Performance
| Most Important Performance Measures | | 1) Diluted Earnings Per Share Growth | | 2) Profit Growth | | 3) Change in Stock Price |
CEO Pay Ratio
CEO Pay Ratio Under Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, a U.S. publicly traded corporation is required to disclose the ratio between their Chief Executive Officer’s annual total compensation to the total compensation of such corporation’s median employee after excluding the Chief Executive Officer’s compensation. To identify our median employee, we used the 2025 total cash compensation for all individuals (other than Mr. Morgan, our Chief Executive Officer) who were employed by us as of December 30, 2025, the last day of our 2025 fiscal year. For the purpose of calculating our employee’s total cash compensation, we used our employee’s base wages identified on our employees’ W-2 forms. As a part of our calculation, we included all employees, whether employed by us on a full-time or part-time basis, and we annualized the compensation of any employee whom we hired during our 2025 fiscal year and who was working for us at the end of our fiscal year. As of December 30, 2025, approximately 72% of our employees were part-time employees and our average employee worked approximately 24 hours per week. We identified our median employee as a service assistant in our Bubba’s 33 location located in San Antonio, Texas who worked an average of approximately 28 hours per week. After identifying our median employee, we calculated the annual total compensation for such employee as $20,524, which is determined using the same methodology we used for our Named Executive Officers as set forth in the 2025 Summary Compensation Table described above. As more particularly described in the 2025 Summary Compensation Table, the annual total compensation for Mr. Morgan, our Chief Executive Officer, for our 2025 fiscal year is $10,822,133 and the ratio between the compensation for our Chief Executive Officer and the compensation for our median employee is 527 to 1. Note that since the SEC rules allow companies to use various methodologies and assumptions, apply certain exclusions, and make reasonable estimates relating to a specific company’s employee base when identifying the median employee, the CEO pay ratio disclosed by other companies may not be comparable with the CEO pay ratio disclosed in this paragraph. Additionally, the pay ratio between our Chief Executive Officer and our median employee may vary year to year based, in part, on the grant date value of any restricted stock units granted to our Chief Executive Officer in any given year.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Company’s Bylaws provide for not less than one and not more than 15 directors. At the Annual Meeting, we are electing nine directors to hold office until the Annual Meeting of Shareholders in 2027 and until a successor is elected and qualified. Although it is not anticipated that any of the nominees listed below will decline or be unable to serve, if that should occur, the proxy holders may, in their discretion, vote for a substitute nominee.
Nominees for Election as Directors
Nominees for Election as Directors Set forth below are the Board members who will stand for re-election at the Annual Meeting, together with their age, all Company positions and offices they currently hold, and the year in which they joined the Board.
Nominees for Election as Directors
| NOMINEES FOR ELECTION AS DIRECTORS | | | | | | | Position or | Director | | Name | Age | Office | Since | | Jane Grote Abell | 59 | Director | 2024 | | Hugh J. Carroll | 69 | Director | 2025 | | Michael A. Crawford | 58 | Director | 2020 | | Donna E. Epps | 62 | Director | 2021 | | Elizabeth K. Ingram | 55 | Director | 2026 | | Wayne L. Jones | 67 | Director | 2023 | | Gregory N. Moore | 76 | Chairman of the Board; Director | 2005 | | Gerald L. Morgan | 65 | Chief Executive Officer; Executive Vice Chairman; Director | 2021 | | Curtis A. Warfield | 58 | Director | 2018 |
Nominees for Election as Directors
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES FOR THE DIRECTORS OF THE COMPANY SET FORTH ABOVE.