RCI HOSPITALITY HOLDINGS, INC.
For the period ended Jul 3, 2025. Filed Jul 3, 2025.
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Jul 3, 2025 · Filed Jul 3, 2025
Contents
SUMMARY COMPENSATION TABLE
The following table reflects all forms of compensation for services to us for the fiscal years ended September 30, 2024, 2023, and 2022 of our named executive officers.
| Name andPrincipal Position | Year | Salary($) | Bonus($) | OptionAwards(1)($) | All OtherCompensation(2)($) | Total($) |
|---|---|---|---|---|---|---|
| Eric S. Langan | 2024 | 1,700,000 | — | — | 129,649 | 1,829,649 |
| President and Chief Executive | 2023 | 1,700,000 | — | — | 167,388 | 1,867,388 |
| Officer | 2022 | 1,700,000 | — | 1,568,500 | 151,353 | 3,419,853 |
| Bradley Chhay | 2024 | 600,000 | — | — | 63,375 | 663,375 |
| Chief Financial Officer | 2023 | 472,789 | — | — | 61,676 | 534,465 |
| 2022 | 428,077 | — | 1,568,500 | 77,374 | 2,073,951 | |
| Travis Reese | 2024 | 466,635 | — | — | 48,227 | 514,862 |
| Executive Vice President | 2023 | 460,000 | 25,000 | — | 51,534 | 536,534 |
| 2022 | 423,077 | — | 1,568,500 | 66,862 | 2,058,439 |
(1)Amounts represent the aggregate grant date fair value of the stock options granted during the fiscal year, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these stock option awards can be found in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended September 30, 2024.
(2)All Other Compensation consists of SIMPLE IRA matching contributions, automobile expenses, and personal use of aircraft. We account for personal use of aircraft to be the aggregate incremental cost of personal use of the company aircraft as calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service. The charge reflects the direct cost of operating the aircraft, including fuel, additives, lubricants, maintenance labor, airframe parts, engine restoration, and major periodic maintenance. We added actual airport/hangar fees charged to the company on a per-flight basis. The charge does not include fixed costs that do not change based on usage, such as aircraft depreciation, home hangar expenses, and general taxes and insurance. We value automobile expenses based on the annual depreciation rate of automobiles assigned for use by the particular officer, plus cost of insurance, registration, repairs, maintenance, tolls, and fuel. Tax reimbursement benefit is based on automobile fringe benefits.
A table of All Other Compensation for fiscal 2024 for our named executive officers is presented below:
| Name | SIMPLEIRAMatchingContribution($) | AutomobileExpenses($) | PersonalUse ofAircraft($) | TaxReimbursement($) | Total AllOtherCompensation($) |
|---|---|---|---|---|---|
| Eric S. Langan | 19,385 | 27,408 | 71,523 | 11,333 | 129,649 |
| Bradley Chhay | 15,884 | 36,267 | — | 11,224 | 63,375 |
| Travis Reese | 14,133 | 24,400 | 3,302 | 6,392 | 48,227 |
CEO Pay Ratio
We reviewed a comparison of annual total compensation of our CEO to the annual compensation of our median employee who was selected from all employees who were employed (other than the CEO) during our fiscal year ended September 30, 2024.
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
The compensation for our CEO in fiscal 2024 of $1,829,649 was approximately 59 times the $30,890 compensation of our fiscal 2024 median employee.
Pay vs. Performance
We are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company as required by Section 953(a) of the Dodd-Frank and Consumer Protection Act, and Item 402(v) of Regulation S-K for fiscal 2024, 2023, 2022, and 2021, as it relates to our principal executive officer ("PEO") and certain non-PEO NEOs.
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | RICK Total Shareholder Return | DJUSRU Total Shareholder Return | Net Income | Free Cash Flow |
| 2024 | 1,829,649 | 1,669,815 | 589,119 | 429,285 | 217.81 | 146.72 | 3,018,000 | 48,421,000 |
| 2023 | 1,867,388 | 1,905,910 | 535,500 | 574,022 | 296.39 | 98.12 | 29,100,000 | 53,176,000 |
| 2022 | 3,419,853 | 3,329,003 | 2,066,195 | 1,975,345 | 319.02 | 129.93 | 46,060,000 | 58,911,000 |
| 2021 | 1,545,218 | 1,545,218 | 504,181 | 504,181 | 336.19 | 88.89 | 30,150,000 | 36,084,000 |
(1)Non-PEO NEOs represent Bradley Chhay and Travis Reese for each of the fiscal years presented.
(2)We selected the Dow Jones U.S. Restaurants & Bars Index as our peer group for the purpose of calculating comparable total shareholder return ("TSR"). Also refer to Item 5 of Annual Report on Form 10-K for the year ended September 30, 2024, for our and our peer group's five-year TSR.
(3)We selected free cash flow as our Company-selected measure for this purpose.
(4)"Compensation Actually Paid" is computed in the table below, in accordance with Item 402(v) of Regulation S-K.
| 2024 | 2023 | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | PEO | Average for Non-PEO NEOs | |
| Summary Compensation Table total | $1,829,649 | $589,119 | $1,867,388 | $535,500 | $3,419,853 | $2,066,195 | $1,545,218 | $504,181 |
| Adjustments: | ||||||||
| Deduct option awards granted during the year | — | — | — | — | (1,568,500) | (1,568,500) | — | — |
| Add fair value of options granted and vested at the same year | — | — | — | — | 313,700 | 313,700 | — | — |
| Add fair value of options granted during the year and remain unvested at year-end | — | — | — | — | 1,163,950 | 1,163,950 | — | — |
| Increase (decrease) for change in fair value from prior year-end to current year-end of options granted in prior year | (143,490) | (143,490) | (62,527) | (62,527) | — | — | — | — |
| Increase (decrease) for change in fair value from prior year-end to current year vesting date of options granted in prior year | (16,344) | (16,344) | 101,049 | 101,049 | — | — | — | — |
| Compensation Actually Paid | $1,669,815 | $429,285 | $1,905,910 | $574,022 | $3,329,003 | $1,975,345 | $1,545,218 | $504,181 |
The mix of compensation paid to our PEO and non-PEO NEOs is mostly cash salary that is fixed, as shown in the Summary Compensation Table above. Except for the stock options granted in fiscal 2022, there had been no stock-based compensation awarded since fiscal 2014. We also currently do not have long-term incentive plans that are based on the Company's stock price or any of our financial measures. As shown in the charts below, the compensation actually paid to our PEO and non-PEO NEOs is not directly aligned with our Company and peer group total shareholder return or with our Company's net income and free cash flow in the fiscal years presented.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.