Texas Roadhouse : 2024 Annual Report Texas Roadhouse
TXRH
There's no doubt 2024 was a historic year for our company, our shareholders, and all of Roadie Nation. We celebrated a number of significant company milestones and achievements in 2024 and our operators once again delivered record results. Our revenue grew to nearly $5.4 billion, and our average-unit-volume exceeded $8 million for the first time in our history. We also grew traffic at all three brands and opened our 750th systemwide restaurant, which at just 32-years-old, means we are just gettin' started!
In October, we commemorated our 20th year as a public company by participating in the closing bell ceremony at NASDAQ. What made the moment so special was being surrounded by our operators who have helped deliver an approximate 18% average annual increase in earnings per share since our IPO in October 2004.
Also in October, we were honored to receive the Brand Icon Award, which is presented by Nation's Restaurant News. This award is one of the highest honors in the restaurant industry. Having the best operators in the industry paired with the best support team is what drove the results that earned us the respect of being a Brand Icon.
After receiving this award, I was asked to describe our company. "Rowdy enthusiasm" are the words that came to mind. It's the rowdiness and enthusiasm of our Roadies that creates the energy in our restaurants. And despite any challenges we face, our operators always show up with rowdy enthusiasm for providing Legendary Food, Legendary Service and with their commitment to keeping our culture alive in their stores. is commitment, which creates a place where Roadies want to work and guests want to dine, was reflected in the overall success and growth of all of our brands last year.
e commitment of our operators was also reflected in our 2024 operating results. Average weekly sales across all brands exceeded $155,000, which was driven by comparable restaurant sales growth of 8.5%, including 4.4% guest traffic growth. Additionally, we generated over $750 million in operating cash flow. is cash flow enabled us to self-fund $354 million of capital expenditures and return capital to our shareholders through $163 million in dividends and $80 million in share repurchases.
On the development front in 2024, we opened 45 new restaurants systemwide for the second consecutive year. is consisted of 31 company restaurants across all three brands, and our franchise partners opened 14 new restaurants.
For 2025, we expect to open approximately 30 new company restaurants across our three brands. We will also benefit from the acquisition of 13 franchise restaurants in three states that was completed on the first day of January 2025. In addition, we expect our franchise partners to open 10 restaurants, including seven international Texas Roadhouse locations and three domestic Jaggers locations.
On the technology front, our digital kitchen rollout continues as planned. We ended the year with over 250 conversions complete and are encouraged by positive feedback from our operators. We remain on track to convert nearly all our restaurants to a digital kitchen by the end of 2025. Additionally, we are making progress with the upgrade of our restaurant guest management system, which we believe will allow us to be more efficient in seating guests.
Another program we launched in 2024 and are excited to expand nationwide in 2025 is our local All Day, Every Day $5 drink menu. e menu, which is available at the bar and in the dining room, includes our Original 10-ounce Margarita, a 16-ounce beer, and a Long Island Tea (LIT). We are also rolling out a selection of mocktails. Early indications are that guests are responding positively to the additional everyday value and the mocktails are resonating with guests who are looking for a hand-craſted, non-alcoholic drink.
Bubba's 33 had an exciting 2024, opening four restaurants and ending the year with 49 restaurants in 15 states. In 2025, we plan to open as many as seven new Bubba's 33 restaurants. As we continue to focus on creating Food for All, we tested and rolled out several new items. We added the Monte Cristo Sandwich and the Combo Appetizer nationwide on our menus. Both items are popular with our operators and guests. e efforts of our operators were rewarded by receiving several local awards, including being named Best Burger and Best Family and Casual Dining Restaurant in Chesapeake, VA, and Best Pizza in Buford, GA. ese accolades support the success our Bubba's 33 operators are having as they continue to build name recognition and create guest loyalty with scratch-made food.
Jaggers, our fast-casual concept, continues to grow and we ended the year with nine company and five franchise restaurants. We were also proud to open our first Jaggers international location in 2024 on Camp Humphreys, South Korea. In 2025, we plan to open two company locations in addition to the previously mentioned three domestic franchise locations.
On the retail front, the launch of our Texas Roadhouse Mini Rolls with Honey Cinnamon Butter at Wal-Mart was a success. e Mini Rolls were recently named a 2025 Product of the Year in the bread category. is recognition is a testament to the quality of our "inspired by products" and reflects the power of our brand outside the "four walls" of our restaurants. We will continue to look for new products that we believe can align with our retail strategy, which is to create brand awareness and guest engagement in the retail channel.
We were also thrilled to strengthen our Board of Directors with the appointment of Jane Grote Abell. With over 30 years in the restaurant industry, Jane brings incredible experience as the current Executive Chairwoman of the Board of Directors and Chief Purpose Officer for Donatos Pizza. Jane has valuable retail experience and a history of creating and supporting an incredible employee-first culture at Donatos.
Our commitment to giving back remains at the heart of how we show up for our communities. In 2024, we marked 20 years of supporting Homes For Our Troops (HFOT), a milestone that speaks to our dedication to honoring veterans and their families. As part of this commitment, Texas Roadhouse, Bubba's 33, and Jaggers hosted in-store fundraising events and motorcycle rides to raise over $1 million for the 400th home build. e recipient of this home was Marine Lance Corporal Alberto Flores, who sustained life-changing injuries while serving our country. is new, specially adapted, mortgage-free home will provide him with the support he needs in his daily life.
In November, for the 14th consecutive year, our restaurants proudly banded together on Veterans Day to honor over one million of our nation's heroes with a free meal or a voucher for a free meal. Being able to serve those who protect and serve our country is oſten described by Roadies as their favorite day of the year.
Our overall community giving was $34.9 million in food and monetary donations given to local non-profits, schools, and organizations in the communities we serve. We also continued our support of organizations that are close to our hearts like the American Tinnitus Association, Special Olympics, Camp Sunshine, and the Dickie V Foundation to combat pediatric cancer.
As we continue to prioritize our People-First culture, we celebrated the incredible achievements of our Roadies throughout the year. In April, we awarded our Texas Roadhouse Managing Partner of the Year to Casey Cohen, from Turnersville, NJ. We also celebrated our Bubba's 33 Managing Partner of the Year, Vanessa Blanco-Quezada, from Albuquerque, NM. Both Casey and Vanessa are incredible operators who drive results, support their communities, and have created a People-First culture in their restaurants.
At our annual Support Center Awards, Frank Fernandez from our IT Department was named Roadie of the Year for his passion and operator-first approach. Prior to his current role at the Support Center, Frank spent 11 years in the field holding a variety of positions - from Host to Kitchen Manager. ese success stories point to the growth opportunities provided within our company.
At our Annual Managing Partner Conference, we also unveiled our updated Inverted Pyramid. e pyramid has been a cornerstone of our company since the beginning. Our Founder, Kent Taylor, created the original pyramid that placed the Managing Partner at the center of all we do. With the update, we added our purpose statement of "Serving Communities Across America-and the World." Our purpose builds clarity and inspiration for our journey ahead.
Finally, I couldn't be prouder of our 2024 results and the momentum we have with Texas Roadhouse, Bubba's 33, and Jaggers. As we look forward to the future, we are more committed than ever to growing our brands, serving our communities, and delivering everyday value to our guests. We will continue to honor our past as we focus on our future of Legendary Food, Legendary Service for years to come.
Let's go, Texas Roadhouse, Bubba's 33, and Jaggers!
Jerry Morgan CEO
Since Day One in 1993, Texas Roadhouse has been focused on being a People-First company that just happens to serve steak. irty-two years later, our People-First culture remains rooted in the alignment of our company values, our commitment to listening, and programs that make Texas Roadhouse a great place to work and dine. As we reflect on 2024, we believe the new initiatives we rolled out continue to enhance our legendary People-First culture.
At the Support Center, we have a list of expectations called the Support Center Top 10. e vision was based upon Kent's Top 10, which our Founder developed to set expectations and standards for food, service, and community. Our operators have used Kent's Top 10 for over 30 years to stay focused on our mission of Legendary Food, Legendary Service.
At the Support Center, we deployed our Roadie Engagement Survey - e Culture Compass, which is an annual survey used to assess and improve employee engagement within our organization. e survey provides insights into how connected, motivated, and engaged our Support Center Roadies feel. Our participation rate for the survey increased to 93% in 2024 and teams will work together to create action plans based on the feedback. We are proud of the results, which reflect strong engagement levels.
Our Roadies responded to leadership's vision and collaborated to roll out the Support Center Top 10. To make sure these standards stay top-of-mind, our Roadies display them in their departments, at their desks, and they are even part of the criteria for determining our Employee of the Quarter. But the importance of the Support Center Top 10 extends beyond our office in Louisville, KY, and in many ways provides a framework for outlining our success as a People-First company.
In September, we hosted our Vendor Partner Summit where our Leadership Team met with a dozen of our key vendor partners, both large and small. e goal of the meeting was to gain a clearer understanding of what challenges they are facing, the future of their industries, how we can continue to be legendary partners, and what we can improve on. It's gatherings like this and the different ways we receive feedback that foster a culture of listening, learning, and growing.
Listen, Learn, and Grow
In 2024, we continued to prioritize listening and creating feedback loops throughout our company to understand where we are exceeding expectations and where there are opportunities in our restaurants and at the Support Center.
To better understand our store managers' quality of life and overall job satisfaction, we launched Market Partner Pulse Surveys. is feedback creates conversations and direction for our Market Partners to provide support to their store management teams.
Live the Culture
In April, we celebrated Texas Roadhouse Managing Partner Casey Cohen from Turnersville, NJ, and Bubba's 33 Managing Partner Vanessa Blanco-Quezada from Albuquerque, NM, as our top operators. At our annual conference, both of these leaders were awarded our highest company honor, Managing Partner of the Year. e award recognizes the Managing Partner who best displays characteristics of an operational leader.
We were also proud to host our first African American Leadership Summit in July. It was an impactful event full of professional development and networking with Roadies from across our company.
Championing these programs and offering mentorship opportunities are just a few examples of how we continue to live the culture by elevating and empowering all Roadies.
Partner Up
Our purpose of "Serving Communities Across America-and the World" goes beyond supporting our Roadies and guests. We encourage and provide opportunities for our individual restaurants and Support Center employees to offer time, support, food donations, and fundraising opportunities to give back to local charities.
We are proud to support Special Olympics throughout the country. Our Support Center Team hosts an annual golf scramble where we've raised more than $2.8 million for Special Olympics of Kentucky since 2000. In our restaurants, our Tip-A-Cop Fundraisers have donated more than $2.2 million to Special Olympics of Texas over the past 16 years. It's partnerships like this that make our company about something bigger than steaks and potatoes.
People-First Since Day One
Since we first opened our doors, Texas Roadhouse has been a People-First company. We support our employees through prioritizing company values, listening to feedback, and offering programs that encourage an inclusive culture. We are proud of our efforts in 2024, but we are committed to continuing to find ways to keep our people at the center of everything we do.
is letter includes just some of our 2024 highlights. For a detailed overview of what "People-First" means at Texas Roadhouse, visit texasroadhouse.com/ people-first.
Gina Tobin President
April 4, 2025
To our Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Texas Roadhouse, Inc. (the "Company") on Thursday, May 15, 2025. The meeting will be held at the Texas Roadhouse Support Center located at 6040 Dutchmans Lane, Louisville, Kentucky at 9:00 a.m. eastern daylight time.
The official Notice of Annual Meeting, Proxy Statement, and Proxy Card are enclosed with this letter.
Please take the time to read carefully each of the proposals for shareholder action described in the accompanying proxy materials. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly completing, signing and dating your Proxy Card and returning it in the enclosed postage-paid envelope. Shareholders of record can also vote by touch-tone telephone from the United States, using the toll-free number on the Proxy Card, or by the Internet, using the instructions on the Proxy Card. If you attend the meeting, then you may revoke your proxy and vote your shares in person.
Your interest and participation in the affairs of the Company are greatly appreciated. Thank you for your continued support.
Sincerely,
Gerald L. Morgan
Chief Executive Officer
TEXAS ROADHOUSE, INC.
6040 Dutchmans Lane Louisville, Kentucky 40205
2025 Annual Meeting of Shareholders (the "Annual Meeting")
of Texas Roadhouse, Inc., a Delaware corporation (the "Company")
PROPOSALS FOR BUSINESS
Proposal 1: To elect eight directors to the Board of Directors of the Company, each for a term of one year
Proposal 2: To ratify the appointment of KPMG LLP as the Company's independent auditors for the Company's 2025 fiscal year
Proposal 3: To hold an advisory vote on executive compensation
Proposal 4: An advisory vote on a shareholder proposal regarding the adoption of a policy requiring the disclosure of the Company's Consolidated EEO-1 Report, if properly presented at the Annual Meeting
Place:
Texas Roadhouse Support Center
6040 Dutchmans Lane Louisville, Kentucky 40205
NOTICE ON VOTING
Whether or not you expect to be present at the Annual Meeting, please submit your vote by using one of the voting methods described in the attached materials. If you attend the Annual Meeting, then you may revoke your proxy and vote your shares in person.
WHO CAN VOTE
Only shareholders of record at the close of business on March 17, 2025 are entitled to receive notice of and to vote at the Annual Meeting.
DATE OF MAILING
This Notice of the Annual Meeting and the attached Proxy Statement describing matters to be described at the Annual Meeting are being distributed or otherwise furnished to shareholders on April 4, 2025.
Important Notice Regarding the Availability of Proxy Materials For the 2025 Annual Meeting of Shareholders to be Held on May 15, 2025: Our Annual Report containing our Proxy Statement relating to our 2025 Annual Meeting of Shareholders and Form 10-K for the fiscal year ended on December 31, 2024 is available on our website atwww.texasroadhouse.comin the Investors Section.
By Order of the Board of Directors,
Christopher C. Colson Corporate Secretary
Table of Contents
SUMMARY OF MATTERS REQUIRING SHAREHOLDER ACTION
Proposal 1: Election of Directors
Proposal 2: Ratification of Independent Auditors
Proposal 3: Advisory Vote on Approval of Executive Compensation
Proposal 4: Advisory Vote on a Shareholder Proposal Regarding the Adoption of a Policy
Requiring the Disclosure of the Company's Consolidated EEO-1 Report
Other Matters
1 1 1 1 2 2
INFORMATION ABOUT PROXIES AND VOTING
Record Date and Voting Securities
Revocability of Proxies Solicitation of Proxies Other Voting Considerations
3
3
3
3
3
ANNUAL MEETING FAQs
5
CORPORATE GOVERNANCE AND OUR BOARD 8
2024 Corporate Governance Overview 8
Director Summary Overview 11
Director Summaries 12
Meetings of the Board 16
Leadership Structure of the Board 16
Role of the Board in Strategy and Risk Oversight 17
Committees of the Board 21
Policy Regarding Consideration of Candidates for Director 25
Compensation of Directors 26
Code of Conduct and Related Corporate Governance Policies 29
Stock Ownership Guidelines 31
Succession Planning 31
Mandatory Retirement Age for Board Service 31
Shareholder Engagement 32
Board Orientation and Continuing Education 32
Director Independence 32
STOCK OWNERSHIP INFORMATION 33
Delinquent Section 16(a) Reports 34
EXECUTIVE COMPENSATION 35
2024 Executive Summary 35
2024 Financial Highlights 39
Compensation Discussion and Analysis 40
Summary Compensation Table 65
Grants of Plan-Based Awards in Fiscal Year 2024 68
Outstanding Equity Awards 69
Stock Vested 71
Termination, Change of Control and Change of Responsibility Payments 72
Pay Versus Performance 74
CEO Pay Ratio 81
AUDIT COMMITTEE REPORT 82
Related Party Transactions 84
PRESENTATION OF PROPOSALS
Proposal 1: Election of Directors
Proposal 2: Ratification of Independent Auditors
Proposal 3: Advisory Vote on Approval of Executive Compensation
Proposal 4: Advisory Vote on a Shareholder Proposal Regarding the Adoption of a Policy
Requiring the Disclosure of the Company's Consolidated EEO-1 Report
86 86 87 89 92
SHAREHOLDER PROPOSALS 95
SHAREHOLDERS' COMMUNICATIONS WITH THE BOARD 95
FORM 10-K 95
OTHER BUSINESS 96
Disclaimer
Texas Roadhouse Inc. published this content on April 04, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 16:10 UTC.