Texas Roadhouse CFO Departs, New COO Appointed

TL;DR

Texas Roadhouse CFO out, interim CFO in, new COO named. Big changes at the top.

AI Summary

Texas Roadhouse, Inc. announced on February 28, 2024, the departure of its Chief Financial Officer, "Michael J. Wood", effective March 1, 2024. The company also appointed "Christopher J. Glidewell" as the interim CFO. Additionally, "Steven L. Grisamore" was appointed as the new Chief Operating Officer.

Why It Matters

This filing indicates a significant leadership change in the finance and operations departments, which could impact the company's financial strategy and operational execution.

Risk Assessment

Risk Level: medium — Changes in key executive positions, especially the CFO, can introduce uncertainty regarding financial strategy and operational continuity.

Key Players & Entities

• Texas Roadhouse, Inc. (company) — Registrant
• Michael J. Wood (person) — Departing Chief Financial Officer
• Christopher J. Glidewell (person) — Interim Chief Financial Officer
• Steven L. Grisamore (person) — New Chief Operating Officer
• February 28, 2024 (date) — Date of Report
• March 1, 2024 (date) — Effective date of CFO departure

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share TXRH Nasdaq Global Select M
• $1,300,000 — base salary for Mr. Morgan increased to $1,300,000, (ii) the annual base salary for Ms. To
• $700,000 — base salary for Ms. Tobin increased to $700,000, and (iii) the annual base salary for e
• $550,000 — Colson, Mujica and Doster increased to $550,000. In addition, the target incentive bonu
• $425,000 — son, Mujica and Doster was increased to $425,000. Unless otherwise set forth herein, the

Filing Documents

• tm247610d1_8k.htm (8-K) — 28KB
• tm247610d1_ex99-1.htm (EX-99.1) — 5KB
• tm247610d1_ex99-1img001.jpg (GRAPHIC) — 11KB
• 0001104659-24-029677.txt ( ) — 220KB
• txrh-20240228.xsd (EX-101.SCH) — 3KB
• txrh-20240228_lab.xml (EX-101.LAB) — 33KB
• txrh-20240228_pre.xml (EX-101.PRE) — 22KB
• tm247610d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On February 28, 2024, the Board of Directors (the " Board ") of Texas Roadhouse, Inc., a Delaware corporation (the " Company "), authorized an increase in the number of directors, which constitute the entire Board, from eight to nine. On February 28, 2024 and following the increase in the size of the Board, the Board appointed Jane Grote Abell to fill the vacancy. Ms. Abell will not initially serve on any of the Board's committees. Ms. Abell, age 57, was appointed as an independent 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. 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. Ms. Abell will be compensated in accordance with the Company's previously adopted non-employee director compensation schedule. In connection with her appointment, on February 29, 2024, the Compensation Committee granted Ms. Abell 1,300 restricted stock units, all of which will vest on January 8, 2025 provided she continues to serve on such date. Except as otherwise disclosed herein, there are no transactions between the Company and Ms. Abell requiring disclosure under this Item 5.02. (e) On February 28, 2024 and in order to align with the target percentage parameters used by management of the Corporation for compensation

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 99.1 Press Release issued by the Company on March 1, 2024. 104 Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document) 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TEXAS ROADHOUSE, INC. Date: March 1, 2024 By: /s/ Gerald L. Morgan Gerald L. Morgan Chief Executive Officer 3