DEF 14A of Texas Roadhouse, Inc.
Filed Apr 4, 2025 · FY20240001558370-25-004443
Proposal 1—Election of Directors (Page 86)
Proposal 1—Election of Directors (Page 86) 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 and corporate governance committee will then 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 and corporate governance 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: | | Director Since: 2024 Age: 58 Board Committees / Leadership: Audit Committee; Nominating and Corporate Governance Committee Public Boards: None Favorite Texas Roadhouse Food Item: Herb Crusted Chicken, Baked Potato and Steamed Vegetables with the World Famous Texas Roadhouse Rolls | 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. | | | 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. |
Director Summaries
| Michael A. Crawford | Business Experience: | | Director Since: 2020 Age: 57 Board Committees / Leadership: Audit Committee and Compensation Committee; Chairperson of Compensation Committee Public Boards: Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV); Seaport Entertainment Group (NYSE: SEG) Favorite Texas Roadhouse Food Item: 6oz Filet and Grilled Shrimp | Mr. Crawford is currently serving as Chairman of the Board, President and Chief Executive Officer for Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV), including Hall of Fame Village, Hall of Fame Village Media and Gold Summit Gaming divisions, which he joined in December 2018. Hall of Fame Resort & Entertainment Company is a sports, entertainment, and media enterprise headquartered in Canton, Ohio which was established in 2020 as a result of a merger between HOF Village, LLC, a partnership between the Pro Football Hall of Fame and Industrial Realty Group (IRG) which began in 2016 and Gordon Pointe (GPAQ) Acquisition Corp. 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 an independent director for Seaport Entertainment Group (NYSE: SEG), which develops, owns and operates a real estate and entertainment portfolio. | | | 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. |
Director Summaries
| Donna E. Epps | Business Experience: | | Director Since: 2021 Age: 61 Board Committees / Leadership: Audit Committee and Nominating & Corporate Governance Committee; Chairperson of Audit Committee Public Boards: Saia, Inc. (NASDAQ: SAIA) Texas Pacific Land Corporation (NYSE: TPL) Favorite Texas Roadhouse Food Item: Fall-Off-The-Bone Ribs | 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. | | | 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. |
Director Summaries
| Wayne L. Jones | Business Experience: | | Director Since: 2023 Age: 66 Board Committees / Leadership: Audit Committee and Nominating & Corporate Governance Committee Public Boards: None Favorite Texas Roadhouse Food Item: Ribeye, Loaded Baked Potato and Rattlesnake Bites with the World Famous Texas Roadhouse Rolls | 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. | | | 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. |
Director Summaries
| Gregory N. Moore | Business Experience: | | Director Since: 2005 Age: 75 Board Committees / Leadership: Audit Committee and Compensation Committee; Chairman of the Board Public Boards: Newegg Commerce, Inc. (NASDAQ: NEGG) Favorite Texas Roadhouse Food Item: Texas Size Combo of 6oz Filet and Fall-Off-The Bone Ribs | 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. In July 2011, Mr. Moore joined the board of Newegg Commerce, Inc. (NASDAQ: NEGG), an on-line retailer specializing in computer and computer-related equipment. | | | 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. |
Director Summaries
| Gerald L. Morgan | Business Experience: | | Director Since: 2021 Age: 64 Board Committees / Leadership: Company’s Chief Executive Officer Public Boards: None Favorite Texas Roadhouse Food Item: Dickie V Pizza from Bubba’s 33 | Mr. Morgan is a 28-year veteran of Texas Roadhouse and has nearly 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. | | | 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. |
Director Summaries
| Curtis A. Warfield | Business Experience: | | Director Since: 2018 Age: 57 Board Committees / Leadership: Audit Committee and Nominating & Corporate Governance Committee; Chairperson of Nominating & 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 | 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, before the sale to Amerisource Bergen (NYSE:ABC), a company that invests in and collaborates with community oncology practices. | | | 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. |
Director Summaries
| Kathleen M. Widmer | Business Experience: | | Director Since: 2013 Age: 63 Board Committees / Leadership: Compensation Committee, and Nominating & Corporate Governance Committee Public Boards: None Favorite Texas Roadhouse Food Item: All American Burger | Ms. Widmer is President and Chief Executive Officer of PRPL Skincare, a position she has held since April 2024. PRPL Skincare is a startup in the consumer personal care industry. Prior to this position, she served as Company Group Chairman for Consumer North America and Latin America for Johnson & Johnson Consumer Health (NYSE:JNJ), a position she held from December 2018 through May 2023. She helped lead the spinoff from Johnson & Johnson to form Kenvue (NYSE:KVUE), a stand-alone public company dedicated to Consumer Healthcare. She retired from this position in December 2023. In both her roles at Johnson & Johnson and Kenvue, Ms. Widmer led the North America and Latin America teams and their portfolio of well-known brands including Neutrogena, Tylenol, Aveeno, Zyrtec, Band-Aid, Listerine and Benadryl. Prior to these roles, she held numerous positions in Johnson & Johnson Consumer Healthcare in both supply chain and commercial. In 2017, Ms. Widmer was appointed to the Board of Directors for Wounded Warrior Project, a board position in which she served until 2023, including serving as Chairman of the Board from 2021 through 2023. Ms. Widmer is one of the earliest women graduates of the United States Military Academy at West Point, and she subsequently served in the US Army Field Artillery as one the artillery’s first women officers. | | | Reason for Nomination: Ms. Widmer is being nominated as a non-employee director because of her leadership and executive management experience, her extensive commercial and supply chain experience in the consumer industry, and her knowledge of the global retail industry. As a result of these and other professional experiences, Ms. Widmer possesses particular knowledge and experience that strengthen the Board’s collective qualifications, skills, and experience. |
Meetings of the Board
Meetings of the Board The Board met on eight occasions and its standing committees (audit committee, compensation committee, and nominating and corporate governance committee) met on 21 occasions during our fiscal year ended December 31, 2024, which consisted of (i) 12 meetings of the audit committee, (ii) five meetings of the compensation committee, and (iii) four meetings of the nominating and corporate governance committee. Of the eight meetings of the Board, four were joint meetings among the Board, the audit committee, the compensation committee and/or the nominating and corporate governance committee. 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 2024. In addition, the Company expects all members of the Board to attend the Annual Meeting. All incumbent directors attended the 2024 annual meeting. Four regular Board meetings are currently scheduled for the 2025 fiscal year. Executive sessions of non-employee 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. Following the Annual Meeting, the Board will consist of seven independent directors and one executive director. 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 on March 19, 2021. 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. As more particularly described below, Mr. Morgan, the Company’s Chief Executive Officer, was appointed to the Board on June 15, 2021.
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 fiscal year. As a part of their review, FW Cook reviewed the non-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, the compensation committee (A) increased certain portions of the cash components for the non-director compensation to further align with its peer companies and industry practices for companies in-between mid-cap and large-cap sizes; and (B) reduced a portion of the equity component for non-director compensation so that the total compensation for each non-employee director is not as heavily weighted on equity. 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 fiscal year 2024 for each of the non-employee directors.
Compensation of Directors
| 2024 Director Compensation Table | | | | | | | Grant Date | | | | Fees Earned | Fair Value of | | | | or Paid in | Stock Awards | | | Name | Cash ($) | ($)(1) | Total ($) | | Jane Grote Abell | 29,167 | 192,101(2) | 221,268 | | Michael A. Crawford | 62,000(3) | 224,770 | 286,770 | | Donna E. Epps | 77,000(4) | 224,770 | 301,770 | | Wayne L. Jones | 52,000 | 224,770 | 276,770 | | Gregory N. Moore | 127,000(5) | 319,410 | 446,410 | | Curtis A. Warfield | 62,000(6) | 224,770 | 286,770 | | Kathleen M. Widmer | 49,000 | 224,770 | 273,770 | | James R. Zarley | 35,000 | 224,770 | 259,770 |
Compensation of Directors
| (1) The compensation committee agreed that with respect to (i) the Chairman of the Board’s 2024 fiscal year service, he received an annual grant of service based restricted stock units equal to $320,000 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 2024 fiscal year service, each received an annual grant of service based restricted stock units equal to $230,000 divided by the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding |
Compensation of Directors
| the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Except as more particularly described below in footnote (2) for Ms. Abell, all service based restricted stock units described in this paragraph were granted on January 8, 2024 and vested on January 8, 2025 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) (other than for Ms. Abell), 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 $118.30 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 2,700 service based restricted stock units for his 2024 fiscal year service, and each remaining non-employee director (other than Ms. Abell) was granted 1,900 service based restricted stock units for their respective 2024 fiscal 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 31, 2024. 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) Upon Ms. Abell’s appointment to the Board on February 29, 2024, she was granted 1,300 service based restricted stock units, which represents the prorated amount of service based restricted stock units granted to the other non-employee directors on January 8, 2024 as described in footnote (1) 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 $147.77 for the grant to Ms. Abell. These service based restricted stock units vested on January 8, 2025. |
Compensation of Directors
| (3) This amount includes the $10,000 annual fee for serving as the chairperson of the compensation committee. |
Compensation of Directors
| (4) This amount includes the $25,000 annual fee for serving as the chairperson of the audit committee. |
Compensation of Directors
| (5) This amount includes the $75,000 annual fee for serving as the Chairman of the Board. |
Compensation of Directors
| (6) This amount includes the $10,000 annual fee for serving as the chairperson of the nominating and corporate governance committee. |
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 2024 fiscal year service:
Compensation of Directors
| 2024 Director Compensation | | | Cash Compensation | | | Non-Employee Director Base Fee | $35,000 | | Chairman of the Board | $75,000 | | Chair of Audit Committee | $25,000 | | Chair of Compensation Committee | $10,000 | | Chair of Nominating and Corporate Governance Committee | $10,000 | | Member of Audit Committee | $10,000 | | Member of Compensation Committee | $7,000 | | Member of Nominating and Corporate Governance Committee | $7,000 | | Meeting Attendance | N/A | | Stock Compensation | | | Chairman of the Board | Annual grant of service based restricted stock units equal to $320,000 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 $118.30. These restricted stock units were granted on January 8, 2024 and vested on January 8, 2025. Based on the foregoing, the Chairman of the Board received 2,700 service based restricted stock units for his 2024 fiscal year service. | | Non-Employee Director | Annual grant of service based restricted stock units equal to $230,000 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 $118.30. These restricted stock units were granted on January 8, 2024 and vested on January 8, 2025. Based on the foregoing, each remaining non-employee director (other than Ms. Abell) received 1,900 service based restricted stock units for their respective 2024 fiscal 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 2025 fiscal 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 and Corporate Governance Committee | $12,500 | | Member of Audit Committee | $12,500 | | Member of Compensation Committee | $10,000 | | Member of Nominating and Corporate Governance Committee | $10,000 | | Meeting Attendance | N/A |
Compensation of Directors
| 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 will vest on January 8, 2026. Based on the foregoing, the Chairman of the Board received 1,700 service based restricted stock units for his 2025 fiscal 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 will vest 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 fiscal year service. |
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 2021 and 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 are paid to our Named Executive Officers ● Database Aggregator provides executive and director compensation (when appropriate) | | Compensation Committee | ● Partners with our independent compensation consultant and management to determine peer companies used in evaluating executive compensation ● Approves design, administration, and oversight of executive compensation plans for our Named Executive Officers ● Approves employment agreements with our Named Executive Officers ● Approves the executive compensation for each Named Executive Officer in alignment with our pay philosophy and objectives discussed within this proxy statement | | Chief Executive Officer | ● Provides recommendations to the compensation committee with respect to adjustments in compensation for the other Named Executive Officers ● Provides feedback to the compensation committee on the design of incentive compensation and percentage breakdown of each component of executive compensation ● Meets with the Board, the compensation committee and nominating and corporate governance committee (as and if applicable) to discuss performance of the other Named Executive Officer ● Does not participate in the creation of his 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 | ✘ 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
The Company has established a clawback policy whereby the Company shall reasonably and promptly recover the Erroneously Awarded Compensation Received by an Executive Officer (as defined in the clawback policy) in accordance with the applicable rules of The Nasdaq Stock Market and Rule 10D-1 following an Accounting Restatement. In such an event, the compensation committee has the discretion to determine the appropriate method of recovering such Erroneously Awarded Compensation Received, including, without limitation, requiring reimbursement of cash incentive-based compensation, seeking recovery of any gain realized on the vesting of any equity-based awards, offsetting the recouped amount from any compensation otherwise owed by the Company, and/or cancelling outstanding vested or unvested equity awards. Notwithstanding the foregoing, the Company shall not be required to take such actions if the compensation committee determines that recovery would be impracticable and the compensation committee has determined that either (a) the direct expenses paid to a third party to assist in enforcing the Company’s clawback policy would exceed the amount to be recovered or (b) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of the Internal Revenue Code. For the purposes of the clawback policy, (A) the term “Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation (as hereinafter defined) that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid; (B) the term “Clawback Eligible Incentive Compensation” means all incentive-based compensation received by an Executive Officer (i) on or after October 2, 2023, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as hereinafter defined); (C) the term “Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the restatement date, and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years, provided that a transition period of greater than nine months will be deemed a completed fiscal year; and (D) the term “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). Executive Compensation for 2024 Fiscal Year. During 2024 and pursuant to the authority granted under this charter, the compensation committee re-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 2025 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 | | | BJ’s Restaurants, Inc | Bloomin’ Brands, Inc. | | Brinker International, Inc. | Chipotle Mexican Grill, Inc. | | Cracker Barrel Old Country Store, Inc. | Darden Restaurants, Inc. | | Dave & Buster’s Entertainment, Inc. | Denny’s Corporation | | Dine Brands Global, Inc. | Jack in the Box Inc. | | Papa John’s International, Inc. | Red Robin Gourmet Burgers, Inc. | | The Cheesecake Factory Incorporated | The Wendy’s Company |
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 and the review of the market data provided to the compensation committee and in connection with establishing the executive compensation for our Named Executive Officers for the 2025 fiscal year, the compensation committee (A) approved the new 2025 Employment Agreements, (B) increased certain portions of compensation elements for each Named Executive Officer to align with peer company benchmarking (as more particularly shown below), (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 2025 Employment Agreements. FW Cook 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. Summary of Executive Compensation. 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
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 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 packages. Response to 2024 Advisory Vote on Executive Compensation. At Texas Roadhouse, we value our shareholders’ feedback and solicit investor views throughout the year in connection with the Company’s ongoing engagement program. The investor input received is critical to how the Board and the management team make decisions on a variety of corporate governance practices, including the Company’s executive compensation program. At the 2024 annual shareholder meeting, approximately 61% of our shareholders cast votes in support of our advisory Say-on-Pay vote. The Board recognized the significance of the results of the 2024 Say-on-Pay vote, which was substantially lower than in previous years – in the four years prior, our Say-on-Pay vote averaged shareholder support of approximately 94%. In response to the 2024 Say-on-Pay vote, the Board and management team actively sought additional feedback from investors on our executive compensation program and disclosures. In late 2024, management of the Company attempted to engage with 22 shareholders owning approximately 42% of outstanding shares of the Company as of the end of fiscal year 2024 to solicit feedback on the Company’s executive compensation program. Of the shareholders that the Company contacted, the Company held 10 shareholder calls with shareholders owning approximately 30% of outstanding shares of the Company as of the end of fiscal year 2024 while the remaining 12 shareholders declined the need for a call. The perspectives received during these meetings were shared with the full Board and compensation committee, and served as a critical input to discussions about the Company’s executive compensation program, as well as new enhancements to the 2025 compensation program and associated disclosures. The overwhelming majority of our shareholders provided us with feedback that votes against our 2024 executive compensation program were driven primarily by the one-time separation payment paid by the Company in 2023 to our former Chief Financial Officer following her retirement. Additionally, some shareholders provided feedback regarding the length of the performance period for performance based restricted stock units granted to certain Named Executive Officers. In addition to soliciting investor feedback on the topic, we re-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, as more particularly described above. Specifically, the compensation committee requested the consultant 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 2025 Employment Agreements. Finally, as previously noted above, the Company entered into new 2025 Employment Agreements – partly in response to the advisory vote on executive compensation at our 2024 annual shareholder meeting and associated shareholder feedback, as well as to reflect market changes to forms of employment agreement received from outside legal counsel and our third-party compensation consultant. Based on the feedback received from our shareholders during our 2024 shareholder engagement, the recommendations of our third-party compensation consultant, and the compensation committee’s review of the market data provided to it, the compensation committee (A) approved new 2025 Employment Agreements, (B) increased certain portions of compensation elements for each Named Executive Officer to align with peer company benchmarking (as more particularly shown below), (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 2025 Employment Agreements. 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 2024 fiscal year and the 2025 fiscal year: 2024 2025 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. 2024 Base Salary Under Prior Employment Agreement. Pursuant to each Named Executive Officer’s Prior Employment Agreement, the compensation committee had the right to establish the annual base salary for the Named Executive Officers at the commencement of the term of their respective Prior Employment Agreement. During the term of the respective Prior Employment Agreement, base salary increases were 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 under the Prior Employment Agreement for the 2024 fiscal year as shown below.
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| Base Salary for 2024 Fiscal Year under Prior Employment Agreements | | | | Starting January 8, 2024 ($)(1) | | Gerald L. Morgan | 1,300,000 | | Chief Executive Officer | | | Regina A. Tobin | 700,000 | | President | | | D. Christopher Monroe | 550,000 | | Chief Financial Officer | | | Christopher C. Colson | 550,000 | | Chief Legal and Administrative Officer, Corporate Secretary | | | Hernan E. Mujica | 550,000 | | Chief Technology Officer | | | Travis C. Doster | 550,000 | | Chief Communications Officer | |
Bubba How: How We Pay
| Base Salary for 2025 Fiscal Year under 2025 Employment Agreements | | | | Starting January 8, 2025 ($) | | Gerald L. Morgan | 1,400,000 | | Chief Executive Officer | | | Regina A. Tobin | 725,000 | | President | | | D. Christopher Monroe | 630,000 | | Chief Financial Officer | | | Christopher C. Colson | 630,000 | | Chief Legal and Administrative Officer, Corporate Secretary | | | Hernan E. Mujica | 630,000 | | Chief Technology Officer | | | Travis C. Doster | 630,000 | | Chief Communications Officer | |
Bubba How: How We Pay
Incentive Bonus. Incentive bonuses are designed to reward our Named Executive Officers for the success of the Company, as measured by growth in the Company’s earnings per diluted share (“EPS”) and overall pre-tax profit, and for each Named Executive Officer’s individual contribution to that success. It is our belief that a significant amount of each Named Executive Officer’s compensation should be tied to the performance of the Company. 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 Prior Employment Agreements and the 2025 Employment Agreements (as applicable) and reflect each Named Executive Officer’s job responsibilities and individual contribution to the success of the Company. In furtherance of the foregoing, the compensation committee established a two-pronged approach to tying the incentive compensation to the Company’s performance. Under this approach, 50% of the target incentive bonus is awarded based on whether the Company achieves an annual EPS growth target of 10% (the “EPS Performance Goal”). The other 50% 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), which pool is distributed among our Named Executive Officers and certain other members of the Company’s director-level management based on a pre-determined percentage interest in the pool and subject to certain pre-determined maximum amounts. After the end of the fiscal year, the compensation committee determines whether and to what extent the EPS Performance Goal has been met, and the portion of the Profit Sharing Pool to which each Named Executive Officer is entitled. Depending on the level of achievement of the EPS Performance Goal each year, 50% of the incentive bonus may be reduced to a minimum of $0 or increased to a maximum of two times the target amount. Each 1% change from the EPS Performance Goal results in an increase or decrease of 10% of the portion of the target bonus amount attributable to the achievement of the EPS Performance Goal. For example, if we achieve 11% EPS growth, the bonus payable would be 110% of the portion of the target bonus attributable to the achievement of the EPS Performance Goal. Conversely, if we achieve 9% EPS growth, the bonus payable would be 90% of the portion of the target bonus attributable to the achievement of the EPS Performance Goal. The remaining 50% of the Named Executive Officers’ incentive bonus 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. The annual profit sharing component allows the Named Executive Officers to participate in a profit sharing pool with other members of the Company’s director-level management team. By allowing this level of participation in the Company’s overall profits, the compensation committee encourages responsible growth and aligns the interests of the Named Executive Officers with those of other management employees of the Company. This portion of the incentive bonus may be reduced to a minimum of $0 if the Company ceases to be profitable or for other reasons that the compensation committee determines, and may be increased to a maximum of two times the target amount established for each individual participant. Both portions of the incentive bonus can be adjusted downward (but not upward) by the compensation committee in its discretion. Performance based equity awards with respect to fiscal year 2024 were paid at 174.7% of the total target amount for the fiscal year in which a Named Executive Officer served in such role, based on an increase in actual EPS of 42.5% and an actual Profit Sharing Pool of $9.0 million calculated on fiscal year 2024 pre-tax profit of $513.7 million. 2024 Incentive Bonus Under Prior Employment Agreement. Each Prior Employment Agreement provided an annual short-term cash incentive opportunity with a target bonus as set forth in the table below, with increases in the target bonus amount to be made at the discretion of the compensation committee. During the term of each respective Prior Employment Agreement, the performance criteria and terms of bonus awards were at the discretion of the compensation committee as described above. As further described above, depending on the level of achievement of the goals, the bonus could 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. 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 2024 fiscal year service pursuant to their Prior Employment Agreements. The performance criteria and terms of bonus awards are at the discretion of the compensation committee. As more particularly described above, the compensation committee continued its two pronged approach with 50% of the target incentive bonus being based on whether the Company achieves an annual EPS growth target of 10% and the remaining 50% being based on a 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). As further described above, depending on the level of achievement of the goals, the bonus could be reduced to a minimum of $0 or increased to a maximum of two times the base target amount under the current incentive compensation policy of the compensation committee of the Board.
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| Executive Incentive Compensation for Fiscal Year 2024 | | | | | | Target | Minimum | Maximum | | | Bonus | Bonus | Bonus | | | ($)(1) | ($)(1) | ($)(1) | | Gerald L. Morgan | 1,300,000 | — | 2,600,000 | | Chief Executive Officer | | | | | Regina A. Tobin | 700,000 | — | 1,400,000 | | President | | | | | D. Christopher Monroe | 425,000 | — | 850,000 | | Chief Financial Officer | | | | | Christopher C. Colson | 425,000 | — | 850,000 | | Chief Legal and Administrative Officer, Corporate Secretary | | | | | Hernan E. Mujica | 425,000 | — | 850,000 | | Chief Technology Officer | | | | | Travis C. Doster | 425,000 | — | 850,000 | | Chief Communications Officer | | | |
Bubba How: How We Pay
| (i) the target bonus for Mr. Morgan relating to his 2024 fiscal year service was increased to $1,300,000; |
Bubba How: How We Pay
| (ii) the target bonus for Ms. Tobin relating to her 2024 fiscal year service was increased to $700,000; and |
Bubba How: How We Pay
| (iii) | the target bonus for each of Messrs. Monroe, Colson, Mujica and Doster relating to their respective 2024 fiscal year service was increased to $425,000. |
Bubba How: How We Pay
2025 Incentive Bonus Under 2025 Employment Agreement. Each 2025 Employment Agreement provides an annual short-term cash incentive opportunity with a target bonus as set forth in the table below, with increases in the target bonus amount to be made at the discretion of the compensation committee. During the term of each respective 2025 Employment Agreement, the performance criteria and terms of bonus awards are at the discretion of the compensation committee as described above. As further described above, 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. 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 2025 Employment Agreement. The performance criteria and terms of bonus awards are at the discretion of the compensation committee. As more particularly described above, the compensation committee continued its two pronged approach with 50% of the target incentive bonus being based on whether the Company achieves an annual EPS growth target of 10% and the remaining 50% being based on a 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). As further described above, 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 | | | | | Regina A. Tobin | 725,000 | — | 1,450,000 | | President | | | | | D. Christopher Monroe | 525,000 | — | 1,050,000 | | Chief Financial Officer | | | | | Christopher C. Colson | 525,000 | — | 1,050,000 | | Chief Legal 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 | | | |
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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 packages. The overall compensation packages for our Named Executive Officers offer 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 Prior Employment Agreements and the 2025 Employment Agreement (as applicable), 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 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 Officer. While the Company has historically granted retention grants for our Named Executive Officers, neither the Prior Employment Agreements nor the 2025 Employment Agreements include any similar retention grants. The compensation committee will evaluate whether to grant additional retention grants in the future as a part of its annual evaluation of the compensation packages for the Named Executive Officers. In addition, the Prior Employment Agreements and the 2025 Employment Agreements (as applicable) with our Named Executive Officers permit the compensation committee to grant in its discretion any combination of service based restricted stock units and/or performance based restricted stock units for any portion of the term of the Executive Employment Agreements. For the performance based awards that have or may be granted to the Named Executive Officers under the Prior Employment Agreements, the compensation committee has established a two-pronged approach which mirrors the approach used for annual cash incentive bonuses. Under this approach, a percentage of the target equity award is based on whether the Company achieves the annual EPS Performance Goal, and a percentage 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 financial statements). After the end of the fiscal year, the compensation committee determines whether and to what extent the EPS Performance Goal has been met, and the portion of the Profit Sharing Pool to which each officer is entitled. Each 1% change from the EPS Performance Goal results in an increase or decrease of 10% of the portion of the target amount attributable to the achievement of the EPS Performance Goal. For example, if we achieve 11% EPS growth, the number of shares awarded would be 110% of the portion of the target amount attributable to the achievement of the EPS Performance Goal. Conversely, if we achieve 9% EPS growth, the award would be 90% of the portion of the target amount attributable to the achievement of the EPS Performance Goal. 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. Both portions of the performance based equity award can also be adjusted downward (but not upward) by the compensation committee in its discretion. Performance based equity awards with respect to fiscal year 2024 were paid at 174.7% of the total target amount for the fiscal year in which a Named Executive Officer served in such role, based on an increase in actual EPS of 42.5% and an actual Profit Sharing Pool of $9.0 million calculated on fiscal year 2024 pre-tax profit of $513.7 million. As more particularly described below, in connection with the execution of the 2025 Employment Agreements, the compensation committee authorized a three year grant of performance based restricted stock units that will vest in one-third increments, subject to the achievement of defined goals established by the compensation committee. For these performance based restricted stock units, the compensation committee established a two-pronged approach. Under this approach, 50% of the target equity award is awarded based on whether the Company achieves the following EPS growth target (the “2025 EPS Performance Goal”):
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| (i) with respect to the one-third portion of the applicable performance-based restricted stock units relating to their 2025 fiscal year service, a one-year EPS growth target of 10% as compared to the 2024 fiscal year, |
Bubba How: How We Pay
| (ii) with respect to the one-third portion of the applicable performance-based restricted stock units relating to their 2026 fiscal year service, a two-year EPS growth target of 21% as compared to the 2024 fiscal year, and |
Bubba How: How We Pay
| (iii) | with respect to the one-third portion of the applicable performance-based restricted stock units relating to their 2027 fiscal year service, a three-year EPS growth target of 33% as compared to the 2024 fiscal year. |
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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 determines whether and to what extent the 2025 EPS Performance Goal has been met, and the portion of the Profit Sharing Pool to which each officer is entitled. Each 1% change from the 2025 EPS Performance Goal results in an increase or decrease of 10% of the portion of the target amount attributable to the achievement of the 2025 EPS Performance Goal. For example, if we achieve 11% EPS growth, the number of shares awarded would be 110% of the portion of the target amount attributable to the achievement of the 2025 EPS Performance Goal. Conversely, if we achieve 9% EPS growth, the award would be 90% of the portion of the target amount attributable to the achievement of the 2025 EPS Performance Goal. 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 $0 or increased to a maximum of two times the target amount for each individual participant. Both portions of the performance based equity award can also be adjusted downward (but not upward) by the compensation committee in its discretion. The total number of service based restricted stock units and/or performance based restricted stock units granted to each Named Executive Officer reflects each Named Executive Officer’s job responsibilities and individual contribution to the success of the Company. 2024 Service Based Restricted Stock Units Under Prior Employment Agreement. Each Prior Employment Agreement provided that the compensation committee could grant certain stock awards to the Named Executive Officers during the term of the respective Prior Employment Agreements. In connection with the same, the compensation committee authorized the grant of service based restricted stock units under each Prior Employment Agreement equal to the dollar amount described in the table below for each Named Executive Officer with respect to all or a portion of their 2024 fiscal year service. These service based restricted stock units were calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Additionally and except as described in the footnote below with respect to the grant of restricted stock units to Mr. Doster, these shares were granted on January 8, 2024 and vested on January 8, 2025.
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| Service Based Restricted Stock Units for 2024 Fiscal Year | | | | | Service Based Restricted Stock Units vesting on January 8, 2025 pursuant to Prior Employment Agreements ($) | Number of Service Based Restricted Stock Units vesting on January 8, 2025 pursuant to Prior Employment Agreements (1) | | Gerald L. Morgan | 1,300,000 | 11,000 | | Chief Executive Officer | | | | Regina A. Tobin | 500,000 | 4,200 | | President | | | | D. Christopher Monroe | 500,000 | 4,200 | | Chief Financial Officer | | | | Christopher C. Colson | 500,000 | 4,200 | | Chief Legal and Administrative Officer, Corporate Secretary | | | | Hernan E. Mujica | 500,000 | 4,200 | | Chief Technology Officer | | | | Travis C. Doster (2) | 325,000 | 3,100 | | Chief Communications 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 $118.30 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 2024 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 |
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| (2) Upon Mr. Doster’s appointment to Chief Communications Officer, the compensation committee authorized the grant of 3,100 service based restricted stock units with a grant date of November 9, 2023 for his 2024 fiscal year service and with a vesting date of January 8, 2025, provided he was still employed as of the vesting date. The number of service based restricted stock units were calculated by dividing $325,000 by $103.41 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on November 8, 2023), with such quotient being rounded up or down to the nearest 100 shares. As described in footnote (1) above, these are not amounts paid to or received by Mr. Doster. The amounts listed above represent the grant date fair value determined in accordance with U.S GAAP of restricted stock units granted under the Company’s 2021 Long-Term Incentive Plan. |
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2025 Service Based Restricted Stock Units Under 2025 Employment Agreement. Each 2025 Employment Agreement provides that the compensation committee may grant certain stock awards to the Named Executive Officers during the term of the respective 2025 Employment Agreements. In connection with the same, the compensation committee authorized the grant of service based restricted stock units under each 2025 Employment Agreement equal to the dollar amount described in the table below for each Named Executive Officer with respect to all or a portion of their 2025 fiscal year service. These service based restricted stock units were calculated by dividing the dollar amount described in the table below by the per share closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day immediately preceding the date of the grant, with such quotient being rounded up or down to the nearest 100 shares. Additionally, these shares were granted on January 8, 2025 and will vest on January 8, 2026, provided the Named Executive Officer is still employed by the Company as of the vesting date.
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| Service Based Restricted Stock Units for 2025 Fiscal Year | | | | | Service Based Restricted Stock Units Vesting on January 8, 2026 pursuant to 2025 Employment Agreements ($) | Number of Service Based Restricted Stock Units Vesting on January 8, 2026 pursuant to 2025 Employment Agreements (1) | | Gerald L. Morgan | 2,100,000 | 11,600 | | Chief Executive Officer | | | | Regina A. Tobin | 725,000 | 4,000 | | President | | | | D. Christopher Monroe | 472,500 | 2,600 | | Chief Financial Officer | | | | Christopher C. Colson | 472,500 | 2,600 | | Chief Legal and Administrative Officer, Corporate Secretary | | | | Hernan E. Mujica | 472,500 | 2,600 | | Chief Technology Officer | | | | Travis C. Doster | 472,500 | 2,600 | | Chief Communications 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 $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 |
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2024 Performance Based Restricted Stock Units Under Prior Employment Agreement. Each Prior Employment Agreement provided that the compensation committee could grant certain stock awards to the Named Executive Officers during the term of the respective Executive Employment Agreements. The number of performance based restricted stock units granted to Messrs. Morgan, Monroe, Colson, Mujica, and Doster and Ms. Tobin for the 2024 fiscal year under their Prior Employment Agreement, and the number of shares of common stock which actually vested based on the Company’s performance, are shown in the table below:
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| Performance Based Restricted Stock Units for 2024 Fiscal Year | | | | | | | Target Number of Performance Based Restricted Stock Units Granted pursuant to Prior Employment Agreements (1) | Minimum Number of Performance Based Restricted Stock Units pursuant to Prior Employment Agreements | Maximum Number of Performance Based Restricted Stock Units pursuant to Prior Employment Agreements | Actual Number of Shares Issued for 2024 following Certification of 2024 Performance Goals (2) | | Gerald L. Morgan | 11,000 | — | 22,000 | 19,218 | | Chief Executive Officer | | | | | | Regina A. Tobin | 3,400 | — | 6,800 | 5,940 | | President | | | | | | D. Christopher Monroe | 2,500 | — | 5,000 | 4,368 | | Chief Financial Officer | | | | | | Christopher C. Colson | 2,500 | — | 5,000 | 4,368 | | Chief Legal & Administrative Officer, Corporate Secretary | | | | | | Hernan E. Mujica | 2,500 | — | 5,000 | 4,368 | | Chief Technology Officer | | | | | | Travis C. Doster | 1,700 | — | 3,400 | 2,970 | | Chief Communications Officer | | | | |
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| (1) The compensation committee authorized the 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 Prior Employment Agreements for their respective 2024 fiscal year service in the following manner: |
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| (i) With respect to Mr. Morgan, his 11,000 performance based restricted stock units were calculated by dividing $1,300,000 by $118.30 (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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| (ii) With respect to Ms. Tobin, her 3,400 performance based restricted stock units were calculated by dividing $400,000 by $118.30 (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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| (iii) | With respect to Mr. Monroe, his 2,500 performance based restricted stock units were calculated by dividing $300,000 by $118.30 (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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| (iv) With respect to Mr. Colson, his 2,500 performance based restricted stock units were calculated by dividing $300,000 by $118.30 (which was the closing sales price of the Company’s common stock on the Nasdaq Global Select Market on the trading day |
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| (v) With respect to Mr. Mujica, his 2,500 performance based restricted stock units were calculated by dividing $300,000 by $118.30 (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 |
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| (vi) With respect to Mr. Doster, his 1,700 performance based restricted stock units were calculated by dividing $175,000 by $103.41 (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 2024 fiscal year were issued on February 28, 2025. The compensation committee determined that 50% of the performance based restricted stock unit award for the 2024 fiscal year would be based on an EPS growth target of 10%, which portion would be reduced or increased by 10% for every 1% of annual growth in EPS less than or in excess of the 10% goal, and that 50% of the performance based restricted stock unit award for the 2024 fiscal year 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 for the performance period. |
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2025 Performance Based Restricted Stock Units Under 2025 Employment Agreement. Each 2025 Employment Agreement provides that the compensation committee may grant certain stock awards to the Named Executive Officers during the term of the respective 2025 Employment Agreements. The compensation committee authorized the grant of performance based restricted stock units as described in the table below to Messrs. Morgan, Monroe, Colson, Mujica, and Doster and Ms. Tobin under their respective 2025 Employment Agreements for their respective 2025 fiscal year service. These performance based restricted stock units will be 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 executive officer on January 8, 2025 and will vest on January 8, 2026, 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, Monroe, Colson, Mujica, and Doster and Ms. Tobin for fiscal year 2025 based on achievement of the performance goals assigned to these grants by the compensation committee will not be calculated until the first quarter of 2026.
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| Performance Based Restricted Stock Units for 2025 Fiscal Year | | | | | | | Target Performance Based Restricted Stock Units vesting on January 8, 2026 pursuant to 2025 Employment Agreements ($)(1) | Minimum Performance Based Restricted Stock Units pursuant to 2025 Employment Agreements ($) | Maximum Performance Based Restricted Stock Units pursuant to 2025 Employment Agreements ($) | Target Number of Performance Based Restricted Stock Units vesting on January 8, 2026 pursuant to 2025 Employment Agreements (2) | | Gerald L. Morgan | 2,100,000 | — | 4,200,000 | 11,600 | | Chief Executive Officer | | | | | | Regina A. Tobin | 725,000 | — | 1,450,000 | 4,000 | | President | | | | | | D. Christopher Monroe | 472,500 | — | 945,000 | 2,600 | | Chief Financial Officer | | | | | | Christopher C. Colson | 472,500 | — | 945,000 | 2,600 | | Chief Legal & Administrative Officer, Corporate Secretary | | | | | | Hernan E. Mujica | 472,500 | — | 945,000 | 2,600 | | Chief Technology Officer | | | | | | Travis C. Doster | 472,500 | — | 945,000 | 2,600 | | Chief Communications Officer | | | | |
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| (1) The compensation committee determined that 50% of the performance based restricted stock unit award for 2025 would be based on an EPS growth target of 10%, which portion would be reduced or increased by 10% for every 1% of annual growth in EPS less than or in excess of the 10% goal, and that 50% of the performance based restricted stock unit award for 2025 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 for the performance period. The performance based restricted stock unit award for Messrs. Morgan, Monroe, Colson, Mujica, and Doster and Ms. Tobin with respect to fiscal year 2025 will be certified in the first quarter of 2026. |
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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 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 target number of performance 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 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 31, 2024. 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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The table above reflects the performance based restricted stock units granted to each Named Executive Officer for their respective 2025 fiscal year service but does not include the performance based restricted stock units granted to each Named Executive Officers during the 2025 fiscal year for their respective 2026 fiscal year and 2027 fiscal year service. Separation and Change in Control Arrangements Prior Employment Agreement The Prior Employment Agreements generally provided that if a Named Executive Officer’s employment was terminated during the term of the Prior Employment Agreement for a Qualifying Reason (as defined below), the Company would pay the Named Executive Officer three months of base salary, unless the termination occurred within 12 months following a Change in Control (as defined below), in which case the applicable Named Executive Officer’s current base salary remaining for the then existing term of his or her respective Prior Employment Agreement would be paid. In addition, if any Named Executive Officer’s termination occurred for a Qualifying Reason within 12 months following a Change in Control, the applicable Named Executive Officer would be paid any incentive bonus earned but not yet paid for any fiscal year ended before the date of termination, plus 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. For purposes of the Prior Employment Agreements, termination for a “Qualifying Reason” was generally defined to be attributable to one of the following: (i) the result of the applicable Named Executive Officer having submitted to the Company the Named Executive Officer’s resignation in accordance with a request by the Board or the Chief Executive Officer, provided that such request is not based on the Company’s finding that Cause (as defined below) for termination exists, (ii) a termination by the Named Executive Officer for Good Reason (as defined below) within 12 months of a Change in Control, or (iii) a termination by the Company for any reason other than Cause or as a result of death or disability which entitles the Named Executive Officer to benefits under the Company’s long-term disability plan. Under the Prior Employment Agreements, a termination by a Named Executive Officer (a separation, including a voluntary retirement, initiated by a Named Executive Office other than per a request described above), other than for Good Reason within 12 months following a Change in Control, would not be a Qualifying Reason. Additionally, termination for “Cause” meant a termination by the Company for one or more of the following reasons: (a) a Named Executive Officer’s conviction of, or being charged with having committed, a felony; (b) a Named Executive Officer’s acts of dishonesty or moral turpitude that are detrimental to the business of the Company; (c) a Named Executive Officer’s acts or omissions that such Named Executive Officer knew or should have reasonably known were likely to damage the business of the Company; (d) a Named Executive Officer’s failure to obey the reasonable and lawful directions of the Company, including, without limitation, the Company’s policies and procedures (including the Company’s policies prohibiting discrimination, harassment, and retaliation), and the Texas Roadhouse, Inc. Code of Conduct; (e) a Named Executive Officer’s failure to perform such Named Executive Officer’s obligations under his or her Prior Employment Agreement; (f) a Named Executive Officer’s willful breach of any agreement or covenant contained within his or her Prior Employment Agreement or any fiduciary duty owed to the Company; and/or (g) a Named Executive Officer’s unsatisfactory performance of such Named Executive Officer’s duties after: (A) he or she received written notice of the general nature of the unsatisfactory performance, and (B) he or she failed to cure the unsatisfactory performance within 30 days thereafter to the satisfaction of the Company. As used in the Prior Employment Agreements, a “Change in Control” meant that one of the following events had 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 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 had the full and final authority, in its sole discretion, to determine conclusively whether a Change in Control occurred pursuant to the above definition, the date of the occurrence of such Change in Control, and any incidental matters relating thereto. The Prior Employment Agreements also provided for the reduction of Change in Control payments to the maximum amount that could be paid to the Named Executive Officers without giving rise to the excise tax imposed by Section 4999 of the Internal Revenue Code. Additionally, as used in the Prior Employment Agreements, “Good Reason” given by a Named Executive Officer in a notice of termination was based on: (a) the 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; (b) 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; (c) 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; (d) 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 (e) 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 Prior Employment Agreement.
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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 2025 Employment Agreements. The 2025 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 2025 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 2025 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 2025 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 2025 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).
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Additionally, as used in the 2025 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 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. Similar to the Prior Employment Agreements, 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 2025 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. 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. Signing Bonus for D. Christopher Monroe 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 $250,000 each in the following manner: (i) the first installment was due and payable on or before July 1, 2023, and (ii) the second installment was paid on or before January 1, 2024. Compensation Committee Report The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the compensation committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. All members of the compensation committee concur in this report. Michael A. Crawford, Chair Gregory N. Moore Kathleen M. Widmer
Summary Compensation Table
Summary Compensation Table The following table sets forth the total compensation earned with respect to the fiscal years 2024, 2023, and 2022 by our Named Executive Officers, which include (i) our Principal Executive Officer (the “PEO”) and Principal Financial Officer (the “PFO”), including any interim PEO or PFO, and (ii) the Company’s four most highly compensated executive officers other than the PEO and PFO who were serving as executive officers at the end of the last completed fiscal year.
Summary Compensation Table
| Summary Compensation Table | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Grant Date Fair Value of Stock Awards ($)(2)(3) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($)(3) | | Gerald L. Morgan | 2024 | 1,295,385 | — | 2,602,600 | 2,271,270 | 16,754 | 6,186,009 | | Chief Executive Officer | 2023 | 1,190,000 | — | 2,599,856 | 1,527,267 | 30,404 | 5,347,527 | | | 2022 | 972,500 | — | 2,201,368 | 1,245,138 | 2,983 | 4,421,989 | | D. Christopher Monroe | 2024 | 547,308 | 250,100 | 792,610 | 742,530 | 12,796 | 2,345,344 | | Chief Financial Officer | 2023 | 240,385 | 250,000 | 404,484 | 254,545 | 249,524 | 1,398,938 | | | 2022 | — | — | — | — | — | — | | Regina Tobin | 2024 | 697,885 | 200 | 899,080 | 1,222,991 | 10,572 | 2,830,728 | | President | 2023 | 642,500 | — | 897,792 | 827,270 | 32,454 | 2,400,016 | | | 2022 | 492,500 | 200 | 795,166 | 498,055 | 2,983 | 1,788,904 | | Christopher C. Colson | 2024 | 547,308 | 200 | 792,610 | 742,530 | 12,915 | 2,095,563 | | Chief Legal and Administrative Officer, | 2023 | 500,000 | 200 | 794,920 | 509,089 | 22,131 | 1,826,340 | | Corporate Secretary | 2022 | 492,500 | 200 | 496,210 | 498,055 | 2,983 | 1,489,948 | | Hernan E. Mujica | 2024 | 547,308 | 200 | 792,610 | 742,530 | 15,903 | 2,098,551 | | Chief Technology Officer | 2023 | 500,000 | 200 | 794,920 | 509,089 | 24,885 | 1,829,094 | | | 2022 | 492,500 | 200 | 496,210 | 498,055 | 2,983 | 1,489,948 | | Travis C. Doster | 2024 | 547,308 | 200 | 92,442 | 742,530 | 31,192 | 1,413,672 | | Chief Communications Officer | 2023 | 381,538 | 200 | 860,836 | 269,787 | 5,643 | 1,518,004 | | | 2022 | — | — | — | — | — | — |
Summary Compensation Table
| (1) This column represents holiday bonus awards paid to the Named Executive Officers for the fiscal years ended December 31, 2024, December 26, 2023, and December 27, 2022. |
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
| (2) 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 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. |
Summary Compensation Table
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
| (3) With respect to Mr. Morgan, (i) 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 |
Summary Compensation Table
2024 fiscal year relating to his 2024 year service, (ii) 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, and (iii) amounts for the 2022 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Mr. Morgan during the 2022 fiscal year relating to his 2022 year service. With respect to Mr. Monroe, (i) 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 (ii) 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 Ms. Tobin, (i) 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, (ii) 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, and (iii) amounts for the 2022 fiscal year include the performance based restricted stock units and service based restricted stock units granted to Ms. Tobin during the 2022 fiscal year relating to her 2022 year service. With respect to Mr. Colson, (i) 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, (ii) 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, and (iii) amounts for the 2022 fiscal year include the service based restricted stock units granted to Mr. Colson during the 2022 fiscal year relating to his 2022 year service. With respect to Mr. Mujica, (i) 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, (ii) 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, and (iii) amounts for the 2022 fiscal year include the service based restricted stock units granted to Mr. Mujica during the 2022 fiscal year relating to his 2022 year service. With respect to Mr. Doster, (i) 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 (ii) 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
| (4) 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, and for fiscal year 2024, the Company paid $2,319 toward Mr. Morgan’s personal security, and $1,234 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) $2,707 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 $6,564 paid to Mr. Mujica, respectively, by the Company on behalf of each Named Executive Officers during the 2024 fiscal year to a comprehensive, multi-specialty preventative medical center offering individualized annual physical exams.
Grants of Plan-Based Awards in Fiscal Year 2024
Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents information with respect to grants of stock awards to the applicable Named Executive Officers during fiscal year 2024.
Grants of Plan-Based Awards in Fiscal Year 2024
| Grants of Plan-Based Awards Table | | | | | | | | | | Estimated Future Payouts Under | | | | | | | | Equity Incentive Plan Awards(1) | | | | | | Name | Grant Date | Minimum | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units (2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Gerald L. Morgan | | | | | | | | Chief Executive Officer | | | | | | | | Service Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | — | — | 11,000 | 1,301,300 | | Performance Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | 11,000(4) | 22,000 | | 1,301,300 | | Regina A. Tobin | | | | | | | | President | | | | | | | | Service Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | — | — | 4,200 | 496,860 | | Performance Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | 3,400(4) | 6,800 | — | 402,220 | | D. Christopher Monroe | | | | | | | | Chief Financial Officer | | | | | | | | Service Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | — | — | 4,200 | 496,860 | | Performance Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | 2,500(4) | 5,000 | | 295,750 | | Christopher C. Colson | | | | | | | | Chief Legal and Administrative Officer, Corporate Secretary | | | | | | | | Service Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | — | — | 4,200 | 496,860 | | Performance Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | 2,500(4) | 5,000 | — | 295,750 | | Hernan E. Mujica | | | | | | | | Chief Technology Officer | | | | | | | | Service Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | — | — | 4,200 | 496,860 | | Performance Based RSUs vesting on January 8, 2025 | January 8, 2024 | — | 2,500(4) | 5,000 | — | 295,750 | | Travis C. Doster | | | | | | | | Chief Communications Officer | | | | | | | | Service Based RSUs vesting on February 21, 2025 | February 21, 2024 | — | — | — | 628 | 92,442 |
Grants of Plan-Based Awards in Fiscal Year 2024
| (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 2024
| (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 2024
| (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 2024
| (i) With respect to Mr. Morgan, 11,000 service based restricted stock units and 11,000 performance based restricted stock units granted on January 8, 2024 at $118.30. |
Grants of Plan-Based Awards in Fiscal Year 2024
| (ii) With respect to Ms. Tobin, 4,200 service based restricted stock units and 3,400 performance based restricted stock units granted on January 8, 2024 at $118.30. |
Grants of Plan-Based Awards in Fiscal Year 2024
| (iii) | With respect to Mr. Monroe, 4,200 service based restricted stock units and 2,500 performance based restricted stock units granted on January 8, 2024 at $118.30. |
Grants of Plan-Based Awards in Fiscal Year 2024
| (iv) With respect to Mr. Colson, 4,200 service based restricted stock units and 2,500 performance based restricted stock units granted on January 8, 2024 at $118.30. |
Grants of Plan-Based Awards in Fiscal Year 2024
| (v) With respect to Mr. Mujica, 4,200 service based restricted stock units and 2,500 performance based restricted stock units granted on January 8, 2024 at $118.30. |
Grants of Plan-Based Awards in Fiscal Year 2024
| (vi) With respect to Mr. Doster, 628 service based restricted stock units granted on February 21, 2024 at $147.20. |
Grants of Plan-Based Awards in Fiscal Year 2024
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 31, 2024.
Grants of Plan-Based Awards in Fiscal Year 2024
| (4) The amount included in the table above represents the target award opportunity. Performance based equity awards with respect to fiscal year 2024 were paid at 174.7% of the total target amount for the fiscal year in which a Named Executive Officer served in such role, based on an increase in actual EPS of 42.5% and an actual Profit Sharing Pool of $9.0 million calculated on fiscal year 2024 pre-tax profit of $513.7 million. |
Outstanding Equity Awards
Outstanding Equity Awards The following table presents information with respect to outstanding stock option awards, stock awards, and equity incentive plan awards as of December 31, 2024 by the Named Executive Officers.
Outstanding Equity Awards
| Outstanding Equity Awards at Fiscal Year End Table | | | | | | | Stock Awards | | Equity Incentive Plan Awards | | | | Number of | Market Value | Number of | Market Value | | | Shares or | of Shares or | Shares or | of Shares or | | | Units of | Units of | Units of | Units of | | | Stock That | Stock That | Stock That | Stock That | | | Have Not | Have Not | Have Not | Have Not | | | Vested | Vested | Vested | Vested | | Name | (#) | ($)(1) | (#) | ($)(1) | | Gerald L. Morgan | 11,000(2) | 1,984,730 | 11,000(3) | 1,984,730 | | Chief Executive Officer | | | | | | Regina A. Tobin | 4,200(4) | 757,806 | 3,400(5) | 613,462 | | President | | | | | | D. Christopher Monroe | 4,200(6) | 757,806 | 2,500(7) | 451,075 | | Chief Financial Officer | | | | | | Christopher C. Colson | 4,200(8) | 757,806 | 2,500(9) | 451,075 | | Chief Legal and Administrative Officer, Corporate Secretary | | | | | | Hernan E. Mujica | 4,200(10) | 757,806 | 2,500(11) | 451,075 | | Chief Technology Officer | | | | | | Travis C. Doster | 3,728(12) | 672,643 | 1,700(13) | 306,731 | | Chief Communications 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 31, 2024, which was $180.43. |
Outstanding Equity Awards
| (2) The vesting schedule is as follows: 11,000 service based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (3) 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: 11,000 performance based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (4) The vesting schedule is as follows: 4,200 service based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (5) 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: 3,400 performance based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (6) The vesting schedule is as follows: 4,200 service based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (7) 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: 2,500 performance based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (8) The vesting schedule is as follows: 4,200 service based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (9) 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: 2,500 performance based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (10) The vesting schedule is as follows: 4,200 service based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (11) 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: 2,500 performance based restricted stock units on January 8, 2025. |
Outstanding Equity Awards
| (12) The vesting schedule is as follows: (A) 3,100 service based restricted stock units on January 8, 2025, and (B) 628 service based restricted stock units on February 21, 2025. |
Outstanding Equity Awards
| (13) 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, 2025. |
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 31, 2024 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 | 31,591 | 3,737,215 | (i) | | Chief Executive Officer | | | | | Regina A. Tobin | 10,773 | 1,274,446 | (ii) | | President | | | | | D. Christopher Monroe | 4,082 | 625,248 | (iii) | | Chief Financial Officer | | | | | Christopher C. Colson | 9,373 | 1,108,826 | (iv) | | Chief Legal and Administrative Officer, Corporate Secretary | | | | | Hernan E. Mujica | 9,373 | 1,108,826 | (v) | | Chief Technology Officer | | | | | Travis C. Doster | 3,440 | 582,883 | (vi) | | Chief Communications 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) $118.30 with respect to the 13,900 service based restricted stock units which vested on January 8, 2024, and $118.30 with respect to the 17,691 performance based restricted stock units which vested on January 8, 2024 but became reportable on February 23, 2024. |
Stock Vested
| (ii) $118.30 with respect to the 5,300 service based restricted stock units which vested on January 8, 2024, and $118.30 with respect to the 5,473 performance based restricted stock units which vested on January 8, 2024 but became reportable on February 23, 2024. |
Stock Vested
| (iii) | $118.30 with respect to the 1,782 performance based restricted stock units which vested on January 8, 2024 but became reportable on February 23, 2024, and $180.19 with respect to the 2,300 service based restricted stock units which vested on December 31, 2024. |
Stock Vested
| (iv) $118.30 with respect to the 5,300 service based restricted stock units which vested on January 8, 2024, and $118.30 with respect to the 4,073 performance based restricted stock units which vested on January 8, 2024 but became reportable on February 23, 2024. |
Stock Vested
| (v) $118.30 with respect to the 5,300 service based restricted stock units which vested on January 8, 2024, and $118.30 with respect to the 4,073 performance based restricted stock units which vested on January 8, 2024 but became reportable on February 23, 2024. |
Stock Vested
| (vi) $145.70 with respect to the 858 service based restricted stock units which vested on February 22, 2024, $166.49 with respect to the 834 service based restricted stock units which vested on May 10, 2024, $173.13 with respect to the 837 service based restricted |
Stock Vested
| stock units which vested on August 2, 2024, and $191.12 with respect to 911 service based restricted stock units which vested on November 1, 2024. |
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) | ($)(8) | ($) | ($) | | 2024 | 6,186,009 | N/A | 7,866,236 | N/A | 2,156,772 | 2,669,087 | 345.95 | 164.08 | 433.6 | 6.47 | | 2023 | 5,347,527 | N/A | 6,435,377 | N/A | 1,746,269 | 1,697,782 | 236.24 | 154.53 | 304.9 | 4.54 | | 2022 | 4,421,989 | N/A | 5,725,465 | N/A | 1,662,319 | 1,823,561 | 173.96 | 134.26 | 269.8 | 3.97 | | 2021 | 3,769,765 | 4,986,164 | 3,801,740 | (2,793,754) | 2,634,509 | 1,934,435 | 164.74 | 145.77 | 245.3 | 3.50 | | 2020 | N/A | 3,620,939 | N/A | 7,366,061 | 1,207,262 | 1,773,284 | 140.80 | 118.90 | 31.3 | 0.45 |
Pay Versus Performance
| (1) For the purposes of this table, the First 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) | ($)(g)(i) | (a)-(b)+(c)+(d)+(e)+(f)-(g) | | 2024 | 6,186,009 | 2,602,600 | 3,969,460 | — | — | 313,367 | — | 7,866,236 | | 2023 | 5,347,527 | 2,599,856 | 3,423,848 | — | — | 263,858 | — | 6,435,377 | | 2022 | 4,421,989 | 2,201,368 | 2,297,748 | — | 4,996 | 1,202,100 | — | 5,725,465 | | 2021 | 3,769,765 | 2,394,513 | 2,352,525 | — | — | 73,963 | — | 3,801,740 | | 2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Pay Versus Performance
| (i) For the purposes of determining the amount that should be included in column (g) of each footnote throughout the Company’s Pay Versus Performance disclosure, the Company has used (i) the value of the difference in the target amount of performance based restricted stock units that an applicable officer was granted for a particular fiscal year and the amount of performance based restricted stock units that actually vested to the extent the same is less than such target amount, and (ii) the value of the difference in the target amount of “retention” restricted stock units that an applicable officer was granted and the amount of “retention” restricted stock units that actually vested (as and if applicable). |
Pay Versus Performance
(4)
Pay Versus Performance
| CALCULATION OF SECOND PEO CAP | | | | | | | | | | Year | SCT Total Comp | SCT Stock Awards | Value of Unvested Equity Awards Granted during CFY | Change in Value of Equity Awards Granted in Prior Years and Unvested at end of CFY | Value of Equity Awards Granted and Vested in CFY | Change in Value of Equity Awards Granted in Prior Years and Vested in CFY | Value of Equity Awards Previously Granted that Failed to Meet Conditions in CFY | CAP to Second PEO($) | | | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($)(g) | (a)-(b)+(c)+(d)+(e)+(f)-(g) | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | 4,986,164 | 4,753,200 | — | — | 1,909,885 | 880,222 | 5,816,825 | (2,793,754) | | 2020 | 3,620,939 | 3,358,800 | 4,737,600 | 1,698,000 | — | 668,322 | — | 7,366,061 |
Pay Versus Performance
| (5) For the purposes of the 2020 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, Doug W. Thompson, S. Chris Jacobsen, and Gerald L. Morgan. |
Pay Versus Performance
For the purposes of the 2021 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, Doug W. Thompson, S. Chris Jacobsen, Christopher C. Colson, Hernan E. Mujica and Regina A. Tobin. For the purposes of the 2022 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, S. Chris Jacobsen, Christopher C. Colson, Hernan E. Mujica and Regina A. Tobin. For the purposes of the 2023 fiscal year, the Non-Principal Executive Officers include Regina A. Tobin, D. Christopher Monroe, Keith V. Humpich, Tonya R. Robinson, Travis C. Doster, S. Chris Jacobsen, Christopher C. Colson, and Hernan E. Mujica. For the purposes of the 2024 fiscal year, the Non-Principal Executive Officers include Regina A. Tobin, D. Christopher Monroe, Travis C. Doster, Christopher C. Colson, and Hernan E. Mujica. (6)
Pay Versus Performance
| CALCULATION OF 2020 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(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($) (a)-(b)+(c)+(d)+(e)+(f)-(g) | | Robinson | 920,732 | 671,760 | 947,520 | 226,400 | — | (3,400) | — | 1,419,492 | | Thompson | 1,818,256 | 1,679,400 | 2,368,800 | 283,000 | — | 265,278 | — | 3,055,934 | | Jacobsen | 924,889 | 671,760 | 947,520 | 226,400 | — | 92,317 | — | 1,519,366 | | Morgan | 1,165,170 | 291,726 | 394,800 | — | — | (169,900) | — | 1,098,344 | | Average | 1,207,262 | 828,662 | 1,164,660 | 183,950 | — | 46,074 | — | 1,773,284 |
Pay Versus Performance
| CALCULATION OF 2021 NON-PEO CAP | | | | | | | | | | Non PEO | SCT Total Comp ($)(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
| (7) For the purposes of calculating the Company’s total shareholder return (“TSR”), the Company’s TSR increased 40.8% in fiscal year 2020, increased 17.0% in fiscal year 2021, increased 5.6% in fiscal year 2022, increased 35.8% in fiscal year 2023, and increased 46.5% in fiscal year 2024. |
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, and December 31, 2024, 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 18.9% in fiscal year 2020, increased 22.6% in fiscal year 2021, decreased 7.9% in fiscal year 2022, increased 15.1% in fiscal year 2023, and increased 6.2% in fiscal year 2024. |
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 2020 fiscal year, 2021 fiscal year, 2022 fiscal year, 2023 fiscal year, and 2024 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 2020, the Principal Executive Officer represented is W. Kent Taylor, (ii) for fiscal year 2021, the Principal Executive Officer represented is the aggregate compensation of W. Kent Taylor and Gerald L. Morgan, and (iii) for fiscal years 2022, 2023, and 2024, 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 2024 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 2024 total cash compensation for all individuals (other than Mr. Morgan, our Chief Executive Officer) who were employed by us as of December 31, 2024, the last day of our 2024 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 2024 fiscal year and who was working for us at the end of our fiscal year. As of December 31, 2024, approximately 77% of our employees were part-time employees and our average employee worked approximately 22 hours per week. We identified our median employee as a server in Louisville, Kentucky who worked an average of approximately 15 hours per week. After identifying our median employee, we calculated the annual total compensation for such employee as $20,391, which is determined using the same methodology we used for our Named Executive Officers as set forth in the 2024 Summary Compensation Table described above. As more particularly described in the 2024 Summary Compensation Table, the annual total compensation for Mr. Morgan, our Chief Executive Officer, for our 2024 fiscal year is $6,186,009 and the ratio between the compensation for our Chief Executive Officer and the compensation for our median employee is 303 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 eight directors to hold office until the Annual Meeting of Shareholders in 2026 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 | 58 | Director | 2024 | | Michael A. Crawford | 57 | Director | 2020 | | Donna E. Epps | 61 | Director | 2021 | | Wayne L. Jones | 66 | Director | 2023 | | Gregory N. Moore | 75 | Chairman of the Board; Director | 2005 | | Gerald L. Morgan | 64 | Chief Executive Officer; Director | 2021 | | Curtis A. Warfield | 57 | Director | 2018 | | Kathleen M. Widmer | 63 | Director | 2013 |
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.