Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)(c) The Board of Directors (the "Board") of Texas Roadhouse, Inc. (the
"Company") announced the retirement of Tonya R. Robinson, the Company's Chief
Financial Officer, effective as of January 4, 2023. Ms. Robinson's retirement is
not the result of any disagreement with the Company and is not related to the
Company's operational performance or financial condition. In connection with Ms.
Robinson's retirement from the Company, on January 5, 2023, the Company and Ms.
Robinson entered into a Separation Agreement and Release of Claims (the
"Agreement"). Under the Agreement, the Company will pay to Ms. Robinson an
aggregate sum of $3,500,000 (less any applicable withholdings and/or
deductions), which will be paid in three installments in accordance with the
following schedule: (i) $1,500,000 due and payable on January 31, 2023; (ii)
$500,000 due and payable on July 31, 2023; and (iii) $1,500,000 due and payable
on January 31, 2024. The Agreement also provides a general release of all claims
by Ms. Robinson and affirms certain obligations under her 2021 employment
agreement, including, without limitation, obligations pertaining to
confidentiality, non-competition, non-disparagement, non-hire, and
non-solicitation.
Additionally, effective as of January 4, 2023, the Board appointed Keith
Humpich, age 53, as the Company's interim Chief Financial Officer. In this role,
he will serve the Company on an interim basis as its principal financial officer
and principal accounting officer. Mr. Humpich joined the Company in February
2005, as the Director, then Senior Director, of Internal Audit, where he served
until his promotion to Vice President of Finance in 2021, where he oversees the
Company's Financial Reporting, Tax, Treasury, Internal Audit, and Financial
Analysis functions. Mr. Humpich will continue the oversight of these functions
during his service as interim Chief Financial Officer. Prior to joining the
Company, he held several different finance and/or audit positions at Lexmark
International and Ernst & Young LLP. Mr. Humpich has over 30 years of
accounting, audit and finance experience. In connection with his service as
interim Chief Financial Officer, Mr. Humpich will receive a $100,000 stipend per
fiscal quarter (or portion thereto) in which he serves in such position, which
amount will be paid in arrears. In the event Mr. Humpich only serves as interim
Chief Financial Officer for a portion of any given fiscal quarter, then the
$100,000 per quarter stipend will be prorated on a month-to-month basis. Mr.
Humpich 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.
The Board is conducting a national search for a new Chief Financial Officer
through an executive search process.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Separation Agreement and Release of Claims dated January 5, 2023 by
and between Tonya R. Robinson and Texas Roadhouse Management Corp.
104 Cover Page Interactive File (the cover page XBRL tags are embedded in
the Inline XBRL document)
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