All non-employee directors each received the following cash compensation relating to their 2019 fiscal
year service:
(i) each non-employee director received a base fee of $25,000;
(ii) the Lead Independent director received a fee of $20,000;
(iii) the chairperson of the audit committee received a fee of $20,000;
(iv) the chairperson of the compensation committee received a fee of $10,000;
(v) the International Liaison received a fee of $20,000;
(vi) each non-employee director received $2,000 for each Board meeting he or she attended in
person and $500 for each Board meeting he or she participated in telephonically; and
(vii) 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 100,000
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.
Succession Planning..........................................................
The Board and the Company recognize the importance of continuity of leadership to ensure a
smooth transition for its employees, customers, and shareholders. In furtherance of the foregoing and as
described in its charter, the nominating and corporate governance committee is responsible for
periodically reporting to the Board the status of succession planning for senior management, including
policies and principles regarding succession in the event of an emergency and/or retirement and the
evaluation of potential successors to the executive officers and other key members of senior management.
As a part of this process, both the Board and the nominating and corporate governance committee meet
with certain members of management to review the top and emerging talent internally, their level of
readiness and development needs.