TXRH Texas Roadhouse Inc

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.