TEXAS ROADHOUSE, INC. 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(c) On January 6, 2023, the Board of Directors (the "Board") ofTexas Roadhouse, Inc. (the "Company") promotedRegina A. Tobin , age 59, to become President of the Company effective as ofJanuary 9, 2023 .Ms. Tobin most recently served as the Company'sChief Learning and Culture Officer fromJune 2021 through her appointment to President of the Company.Ms. Tobin joinedTexas Roadhouse inJanuary 1996 as a Managing Partner inLouisville, Kentucky .Ms. Tobin was named Managing Partner of the Year in 1999.Ms. Tobin was subsequently promoted to Market Partner for theSouthwest Florida region, a position she held until being promoted to Vice President of Training.Ms. Tobin has over 30 years of restaurant industry experience.Ms. Tobin does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with her appointment to President,Texas Roadhouse Management Corp. andMs. Tobin entered into a First Amendment to Employment Agreement datedJanuary 9, 2023 . In conjunction withMs. Tobin's promotion, onJanuary 6, 2023 ,Gerald L. Morgan , Chief Executive Officer and President of the Company, resigned from his position as President effective as ofJanuary 9, 2023 .Mr. Morgan will continue to serve as Chief Executive Officer of the Company following his resignation as President. In connection withMr. Morgan's resignation as President,Texas Roadhouse Management Corp. andMr. Morgan entered into a Second Amendment to Employment Agreement datedJanuary 9, 2023 . Additionally, onJanuary 6, 2023 , the Board changed the title forHernan E. Mujica from the Company's Chief Information Officer to the Company's Chief Technology Officer effective as ofJanuary 9, 2023 . In connection with such change in title,Texas Roadhouse Management Corp. andMr. Mujica entered into a First Amendment to Employment Agreement datedJanuary 9, 2023 . Finally, onJanuary 6, 2023 , the Board changed the title forChristopher C. Colson from the Company's General Counsel to the Company's Chief Legal and Administrative Officer, effective as ofJanuary 9, 2023 . In addition to overseeing the Company's legal department,Mr. Colson has been responsible for managing the Company's human resources department since 2021, including risk and asset protection, compensation and benefits and payroll, as well as providing business support and strategy for the Company.Mr. Colson will continue to serve as the Company's Corporate Secretary. In connection with such change in title,Texas Roadhouse Management Corp. andMr. Colson entered into a First Amendment to Employment Agreement datedJanuary 9, 2023 . (e) Pursuant to the terms of the respective 2021 employment agreements with each executive officer, the Compensation Committee of the Board reserved the right to adjust compensation for each executive officer throughout the duration of the term of such employment agreements. OnJanuary 6, 2023 , the Compensation Committee of the Board exercised its discretion to adjust each executive officer's compensation in the manner described in this Current Report on Form 8-K with respect to each executive officer's 2023 fiscal year service
in
the following manner:
Base Salary. Effective as of January 8, 2023 and continuing thereafter until
such time as an executive officer's annual base salary is adjusted by the
Compensation Committee in accordance with the applicable employment agreement,
the Compensation Committee establishes an annual base salary as shown in the
table below:
2023
($)
Jerry Morgan 1,200,000
Gina Tobin 650,000
Chris Jacobsen 500,000
Chris Colson 500,000
Hernan Mujica 500,000
2
Incentive Bonus. On January 6, 2023, 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 executive officer's 2023 fiscal year service.
The targets are currently based upon earnings per share growth and pre-tax
profits. Depending on the level of achievement of the goals, the bonus may be
reduced to a minimum of $0 or increased to a maximum of two times the base
target amount under the current incentive compensation policy of the
Compensation Committee of the Board.
2023 2023 2023
Target Bonus Minimum Bonus Maximum Bonus
($) ($) ($)
Jerry Morgan 1,200,000 0 2,400,000
Gina Tobin 650,000 0 1,300,000
Chris Jacobsen 400,000 0 800,000
Chris Colson 400,000 0 800,000
Hernan Mujica 400,000 0 800,000
Stock Awards. On January 6, 2023 , the Compensation Committee authorized the
grant of the number of service-based restricted stock units equal to the dollar
amount described in the table below for each executive officer with respect to
their respective 2023 fiscal year service. These service-based restricted stock
units were calculated by dividing the dollar amount described in the table below
by $93.52 (which was the closing sales price of the Company's common stock on
the Nasdaq Global Select Market on January 6, 2023 ), with such quotient being
rounded up or down to the nearest 100 shares. Additionally, these service-based
restricted stock units have a grant date of January 8, 2023 and will vest on
January 8, 2024 , provided the officer is still employed as of the vesting date.
Service Based Restricted Stock Units Number of Service Based
($) Restricted Stock Units
Jerry Morgan 1,300,000 13,900
Gina Tobin 500,000 5,300
Chris Jacobsen 400,000 4,300
Chris Colson 500,000 5,300
Hernan Mujica 500,000 5,300
Additionally, onJanuary 6, 2023 , the Compensation Committee authorized the grant of the number of performance-based restricted stock units as described in the table below for the executive officers described below with respect to their respective 2023 fiscal year service. These performance-based restricted stock units were calculated by dividing the target dollar amount described in the table below by$93.52 (which was the closing sales price of the Company's common stock on the Nasdaq Global Select Market onJanuary 6, 2023 ), with such quotient being rounded up or down to the nearest 100 shares. Additionally, these performance-based restricted stock units have a grant date ofJanuary 8, 2023 and will vest onJanuary 8, 2024 , subject to the achievement of defined goals established by the Compensation Committee of the Board. The performance targets are currently based upon earnings per share growth and pre-tax profits. Depending on the level of achievement of the goals, the number of performance-based restricted stock units may be reduced to zero or increased to a maximum of two times the target amount shown below. Target $ of Minimum $ of Performance- Performance- Maximum $ of Target Number Based Based Performance-Based of Performance Restricted Restricted Restricted Stock Based Restricted Stock Units ($) Stock Units Units ($) Stock Units Jerry Morgan 1,300,000 0 2,600,000 13,900 Gina Tobin 400,000 0 800,000 4,300 Chris Jacobsen 400,000 0 800,000 4,300 Chris Colson 300,000 0 600,000 3,200 Hernan Mujica 300,000 0 600,000 3,200 3
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit 10.1 Second Amendment to Employment Agreement between Texas
Roadhouse Management Corp. and Gerald L. Morgan dated
January 9, 2023
Exhibit 10.2 First Amendment to Employment Agreement between Texas
Roadhouse Management Corp. and Regina A. Tobin dated
January 9, 2023
Exhibit 10.3 First Amendment to Employment Agreement between Texas
Roadhouse Management Corp. and Hernan E. Mujica dated
January 9, 2023
Exhibit 10.4 First Amendment to Employment Agreement between Texas
Roadhouse Management Corp. and Christopher C. Colson dated
January 9, 2023
Exhibit 104 Cover Page Interactive File (the cover page XBRL files are
embedded in the Inline XBRL document)
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