(2) This amount includes a $20,000 annual fee for serving as the Lead Independent director, a $20,
annual fee for serving as the chairperson of the audit committee, and a $20,000 annual fee for
serving as the international liaison.
(3) Mr. Parker passed away on January 26, 2019. All of the amounts listed in the table above reflect
compensation relating to Mr. Parker’s 2018 year service.
(4) This amount includes a $10,000 annual fee for serving as the chairperson of the compensation
committee.
(5) On August 22, 2018, Mr. Warfield, an independent director, was appointed to the Board. This
amount reflects amounts earned by Mr. Warfield for his partial 2018 fiscal year service.
Non-employee directors each received a fee of $25,000 for their 2018 fiscal year service except
Mr. Warfield, who received a prorated amount of such fee relating to his partial year service. In
addition and for their 2018 fiscal year service, the Lead Independent director received a fee of $20,000,
the chairperson of the audit committee received a fee of $20,000, the chairperson of the compensation
committee received a fee of $10,000, and the international liaison received a fee of $20,000. Each
non-employee director received $2,000 for each Board meeting he or she attended in person and $
for each Board meeting he or she participated in telephonically. Additionally, each non-employee
director received $1,000 for each committee meeting he or she attended in person and $500 for each
committee meeting he or she participated in telephonically.
Code of Conduct..........................................................
The Board has approved and adopted a Code of Conduct that applies to all directors, officers and
employees, including the Company’s principal executive officer and the principal financial officer. The
Code of Conduct is available in its entirety on the Company’s website, http://www.texasroadhouse.com. The
Company intends to post amendments to, or waivers from, its Code of Conduct, if any, that apply to
the principal executive officer and the principal financial officer on its website.
Stock Ownership Guidelines..................................................
Our Board has adopted stock ownership guidelines to further align the financial interests of the
Company’s executive officers and non-employee directors with the interests of our shareholders. The
guidelines provide that our Chief Executive Officer should own, at a minimum, the lesser of 100,
shares or $2,500,000 in then-current market value, our President should own, at a minimum, the lesser
of 40,000 shares or $1,000,000 in then-current market value, and our other executive officers and
non-employee directors should own, at a minimum, the lesser of 10,000 shares or $500,000 in
then-current market value. The executive officers and non-employee directors are expected to achieve
the stock ownership levels under these guidelines within five years of assuming their respective
positions.
All executive officers and non-employee directors who have been in their role for five years are in
compliance with the guidelines. We anticipate that any people who are new to their roles within the last
five years will, to the extent they are not currently in compliance, be in compliance with the guidelines
within the required time frame.