Elements of Compensation
Base Salary
Base salaries for our Named Executive Officers are designed to provide a secure base of compensation
which will be effective in motivating and retaining key executives.
Each Named Executive Officer’s 2018 Employment Agreement establishes an annual salary for the
years shown in the table below.
2018 2019 2020
(through (through (through
January 7, 2019) January 7, 2020) January 7, 2021)
($) ($) ($)W. Kent Taylor ............................. 525,000 525,000 525,000
Chairman, Chief Executive Officer
Scott M. Colosi............................. 450,000 450,000 450,000
President(i)
Celia P. Catlett ............................. 315,000 315,000 325,000
General Counsel, Corporate Secretary
S. Chris Jacobsen............................ 300,000 315,000 325,000
Chief Marketing Officer
Tonya R. Robinson .......................... 275,000 300,000 —(ii)
Chief Financial Officer
Doug W. Thompson.......................... 450,000 450,000 —(ii)
Chief Operating Officer
(i) As more particularly described above, in connection with Ms. Robinson’s appointment to Chief
Financial Officer, the Company and Mr. Colosi entered into an amendment to his 2018
Employment Agreement on May 17, 2018 to reflect his resignation as Chief Financial Officer of
the Company while still remaining as the President of the Company. Because the compensation
committee did not increase Mr. Colosi’s compensation when he resumed his role as Chief
Financial Officer in 2014, the compensation committee did not reduce his compensation when he
resigned the position in 2018.
(ii) As of the date of this proxy statement, the base salary for Ms. Robinson and Mr. Thompson has
not yet been established for the period commencing on January 8, 2020 and ending on January 7,
2021.
Incentive Bonus
Incentive bonuses are designed to reward our Named Executive Officers for the success of the
Company, as measured by growth in the Company’s earnings per diluted share (‘‘EPS’’) and overall
pre-tax profit, and for each Named Executive Officer’s individual contribution to that success. It is our
belief that a significant amount of each Named Executive Officer’s compensation should be tied to the
performance of the Company.
Pursuant to the terms of the Texas Roadhouse, Inc. Cash Bonus Plan (the ‘‘Cash Bonus Plan’’), the
compensation committee may award an annual cash incentive to the Named Executive Officers, which
is the grant of a right to receive a payment of cash that is subject to targets and maximums, and that is
contingent on achievement of performance objectives during the Company’s fiscal year. These cash
incentives are also subject to the terms and conditions of the 2018 Employment Agreements and reflect
each Named Executive Officer’s job responsibilities and individual contribution to the success of the
Company.