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, January 7, January 7,
2019) 2020) 2021)
($) ($) ($)
W. Kent Taylor(i) 525,000 525,000 525,000
Chairman, Chief Executive Officer, President
Scott M. Colosi(ii) 450,000 450,000 450,000
Former President
S. Chris Jacobsen 300,000 315,000 325,000
Chief Marketing Officer
Tonya R. Robinson 275,000 300,000 325,000
Chief Financial Officer
Doug W. Thompson 450,000 450,000 450,000
Chief Operating Officer(i) As more particularly described above, in connection with Mr. Colosi’s retirement from the
Company on June 2019, the Board appointed Mr. Taylor as President of the Company
effective as of June 24, 2019 while still remaining as the Chairman and Chief Executive
Officer of the Company. The Board and the compensation committee did not increase
Mr. Taylor’s compensation following his appointment to President.
(ii) As described above, Mr. Colosi retired as President of the Company on June 20, 2019.
Mr. Colosi received a portion of the base salary for his partial 2019 fiscal year service
through his retirement date and received additional compensation in accordance with the
terms of the Colosi Consulting Agreement.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.
Under the Cash Bonus Plan, the compensation committee established a two-pronged approach to
tying the incentive compensation to the Company’s performance. Under this approach, 50% of the target
incentive bonus is awarded based on whether the Company achieves an annual EPS growth target of 10%
(the ‘‘EPS Performance Goal’’). The other 50% is based on a profit sharing pool (the ‘‘Profit Sharing
Pool’’) comprised of 1.5% of the Company’s pre-tax profits (income before taxes minus income
attributable to non-controlling interests, as reported in our audited consolidated financial statements),
which pool is distributed among our Named Executive Officers and certain other members of the
Company’s director-level management based on a pre-determined percentage interest in the pool and
subject to certain pre-determined maximum amounts. After the end of the fiscal year, the compensation
committee determines whether and to what extent the EPS Performance Goal has been met, and the