Texas Roadhouse Inc
For the period ended Apr 5, 2024. Filed Apr 5, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 5, 2024 · Filed Apr 5, 2024
Contents
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.
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| Pay Versus Performance Table | ||||||||||
| · · · · · · · Value of Initial Fixed $100Investment Based on: · · | ||||||||||
| Year | SCT TotalComp FirstPEO | SCT TotalComp forSecond PEO | CAP toFirst PEO | CAP toSecond PEO | Avg. SCTTotal Compfor Non-PEO NEOs | Avg. CAP toNon-PEONEOs | TSR | Peer GroupTSR (S&PIndex) | Net Income(in Millions) | DilutedEPS |
| | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($)(7) | ($)(8) | ($) | ($) |
| 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 |
| (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. |
| (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. |
| (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: |
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| CALCULATION OF FIRST PEO CAP | ||||||||
| Year | SCTTotalComp | SCTStockAwards | Value ofUnvestedEquity AwardsGranted duringCFY | Change inValue ofEquity AwardsGranted inPrior Yearsand Unvestedat end ofCFY | Value ofEquity AwardsGranted andVested inCFY | Change inValue ofGranted inPrior Yearsand Vested inCFY | Value ofEquity AwardsPreviouslyGranted thatFailed to MeetConditions inCFY | CAP to First PEO($) |
| | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($)(g)(i) | (a)-(b)+(c)+(d)+(e)+(f)-(g) |
| 2023 | 5,347,527 | 2,599,856 | 3,423,848 | — | — | 263,858 | — | 6,435,377 |
| 2022 | 4,421,989 | 2,201,368 | 2,297,748 | — | 4,996 | 1,202,100 | — | 5,725,465 |
| 2021 | 3,769,765 | 2,394,513 | 2,352,525 | — | — | 73,963 | — | 3,801,740 |
| 2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| (i) | For the purposes of determining the amount that should be included in column (g) of each footnote throughout the Company’s Pay Versus Performance disclosure, the Company has used (i) the value of the difference in the target amount of performance based restricted stock units that an applicable officer was granted for a particular fiscal year and the amount of performance based restricted stock units that actually vested to the extent the same is less than such target amount, and (ii) the value of the difference in the target amount of “retention” restricted stock units that an applicable officer was |
granted and the amount of “retention” restricted stock units that actually vested (as and if applicable).
(4)
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| CALCULATION OF SECOND PEO CAP | ||||||||
| Year | SCTTotalComp | SCTStockAwards | Value ofUnvestedEquity AwardsGranted duringCFY | Change inValue ofEquity AwardsGranted inPrior Yearsand Unvestedat end ofCFY | Value ofEquity AwardsGranted andVested inCFY | Change inValue ofEquity AwardsGranted inPrior Yearsand Vested inCFY | Value ofEquity AwardsPreviouslyGranted thatFailed to MeetConditions inCFY | CAP to Second PEO($) |
| | ($)(a) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($)(g) | (a)-(b)+(c)+(d)+(e)+(f)-(g) |
| 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| 2021 | 4,986,164 | 4,753,200 | — | — | 1,909,885 | 880,222 | 5,816,825 | (2,793,754) |
| 2020 | 3,620,939 | 3,358,800 | 4,737,600 | 1,698,000 | — | 668,322 | — | 7,366,061 |
| (5) | For the purposes of the 2020 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, Doug W. Thompson, S. Chris Jacobsen, and Gerald L. Morgan. |
For the purposes of the 2021 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, Doug W. Thompson, S. Chris Jacobsen, Christopher C. Colson, Hernan E. Mujica and Regina A. Tobin.
For the purposes of the 2022 fiscal year, the Non-Principal Executive Officers include Tonya R. Robinson, S. Chris Jacobsen, Christopher C. Colson, Hernan E. Mujica and Regina A. Tobin.
For the purposes of the 2023 fiscal year, the Non-Principal Executive Officers include Regina A. Tobin, D. Christopher Monroe, Keith V. Humpich, Tonya R. Robinson, Travis C. Doster, S. Chris Jacobsen, D. Christopher Monroe, Christopher C. Colson, and Hernan E. Mujica.
(6)
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| CALCULATION OF 2020 NON-PEO CAP | ||||||||
| Non PEO | SCTTotalComp($)(a) | SCTStockAwards($)(b) | Value ofUnvestedEquity AwardsGranted duringCFY($)(c) | Change inValue ofEquity AwardsGranted inPrior Yearsand Unvestedat end ofCFY($)(d) | Value ofEquity AwardsGranted andVested inCFY($)(e) | Change inValue ofEquity AwardsGranted inPrior Yearsand Vested inCFY($)(f) | Value ofEquity AwardsPreviouslyGranted thatFailed to MeetConditions inCFY($)(g) | CAP to Non-PEO($) (a)-(b)+(c)+(d)+(e)+(f)-(g) |
| Robinson | 920,732 | 671,760 | 947,520 | 226,400 | — | (3,400) | — | 1,419,492 |
| Thompson | 1,818,256 | 1,679,400 | 2,368,800 | 283,000 | — | 265,278 | — | 3,055,934 |
| Jacobsen | 924,889 | 671,760 | 947,520 | 226,400 | — | 92,317 | — | 1,519,366 |
| Morgan | 1,165,170 | 291,726 | 394,800 | — | — | (169,900) | — | 1,098,344 |
| Average | 1,207,262 | 828,662 | 1,164,660 | 183,950 | — | 46,074 | — | 1,773,284 |
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| CALCULATION OF 2021 NON-PEO CAP | ||||||||
| Non PEO | SCTTotalComp($)(a) | SCTStockAwards($)(b) | Value ofUnvestedEquity AwardsGranted duringCFY($)(c) | Change inValue ofEquity AwardsGranted inPrior Yearsand Unvestedat end ofCFY($)(d) | Value ofEquity AwardsGranted andVested inCFY($)(e) | Change inValue ofEquity AwardsGranted inPrior Yearsand Vested inCFY($)(f) | Value ofEquity AwardsPreviouslyGranted thatFailed to MeetConditions inCFY($)(g) | CAP to Non-PEO($)(a)-(b)+(c)+(d)+(e)+(f)-(g) |
| Robinson | 1,788,492 | 998,855 | 1,120,250 | — | — | 5,234 | 147,497 | 1,767,624 |
| Thompson | 7,556,722 | 2,376,600 | — | — | — | 6,192 | 1,475,289 | 3,711,025 |
| Jacobsen | 1,712,853 | 950,640 | 1,075,440 | — | — | 4,020 | 516,319 | 1,325,354 |
| Tobin | 1,395,079 | 822,315 | 761,770 | — | — | 56,190 | — | 1,390,724 |
| Colson | 1,589,173 | 945,109 | 873,795 | — | — | 66,566 | — | 1,584,425 |
| Mujica | 1,764,732 | 1,142,043 | 1,064,238 | — | — | 140,529 | — | 1,827,456 |
| Average | 2,634,509 | 1,205,927 | 815,916 | — | — | 46,455 | 356,518 | 1,934,435 |
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| CALCULATION OF 2022 NON-PEO CAP | ||||||||
| Non PEO | SCTTotalComp($)(a) | SCTStockAwards($)(b) | Value ofUnvestedEquity AwardsGranted duringCFY($)(c) | Change inValue ofEquity AwardsGranted inPrior Yearsand Unvestedat end ofCFY($)(d) | Value ofEquity AwardsGranted andVested inCFY($)(e) | Change inValue ofEquity AwardsGranted inPrior Yearsand Vested inCFY($)(f) | Value ofEquity AwardsPreviouslyGranted thatFailed to MeetConditions inCFY($)(g) | CAP to Non-PEO($)(a)-(b)+(c)+(d)+(e)+(f)-(g) |
| Robinson | 1,755,123 | 893,178 | 932,283 | — | — | 205,623 | — | 1,999,851 |
| Jacobsen | 1,787,674 | 793,936 | 828,696 | — | — | 403,536 | — | 2,225,970 |
| Tobin | 1,788,904 | 795,166 | 913,449 | — | — | (11,380) | — | 1,895,807 |
| Colson | 1,489,948 | 496,210 | 517,935 | — | — | (6,458) | — | 1,505,215 |
| Mujica | 1,489,948 | 496,210 | 517,935 | — | — | (20,710) | — | 1,490,963 |
| Average | 1,662,319 | 694,940 | 742,060 | — | — | 114,122 | — | 1,823,561 |
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| CALCULATION OF 2023 NON-PEO CAP | ||||||||
| Non PEO | SCTTotalComp($)(a) | SCTStockAwards($)(b) | Value ofUnvestedEquity AwardsGranted duringCFY($)(c) | Change inValue ofEquity AwardsGranted inPrior Yearsand Unvestedat end ofCFY($)(d) | Value ofEquity AwardsGranted andVested inCFY($)(e) | Change inValue ofEquity AwardsGranted inPrior Yearsand Vested inCFY($)(f) | Value ofEquity AwardsPreviouslyGranted thatFailed to MeetConditions inCFY($)(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 |
| (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, and increased 35.8% in fiscal year 2023. |
| (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 and December 26, 2023, 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, and increased 15.1% in fiscal year 2023.
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, and 2023 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 and 2023 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 2023 to our performance.
Most Important Performance Measures
1)Diluted Earnings Per Share Growth
2)Profit Growth
3)Change in Stock Price
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.