Business Context and Reporting Period
This Form 8-K Current Report was filed by Texas Roadhouse, Inc. on February 25, 2005. The filing discloses the entry into a material definitive agreement regarding a revised executive compensation program for fiscal year 2005.
Key Financial Metrics
The filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation targets and adjustments.
Material Changes
The primary material change is the authorization of a new executive bonus program tied to Earnings Per Share (EPS) performance for fiscal 2005. Additionally, specific compensation adjustments were made for executive Sheila Brown.
Guidance, Outlook, and Management Commentary
Performance Targets: The Compensation Committee set an Annual Target EPS of $0.855 for fiscal 2005. Bonuses are paid quarterly based on targets aggregating to this annual figure.
Bonus Structure:
- Upside: For every $0.01 EPS above the target, the Base Bonus increases by 7%, capped at 100% of the Base Bonus.
- Downside: For every $0.01 EPS below the target, the Base Bonus decreases by 7%, with a minimum payout of 0%.
- Adjustments: The target will be adjusted for acquisitions, divestitures, accounting changes, and extraordinary events.
Executive Compensation Details:
| Executive Officer | Base Bonus | Minimum Bonus | Maximum Bonus |
|---|---|---|---|
| Kent Taylor | $200,000 | $0 | $400,000 |
| G.J. Hart | $300,000 | $0 | $600,000 |
| Steve Ortiz | $200,000 | $0 | $400,000 |
| Scott Colosi | $115,000 | $0 | $230,000 |
| Sheila Brown | $50,000 | $0 | $100,000 |
Specific Adjustments for Sheila Brown:
- Annual salary increased from $120,000 to $150,000.
- Annual Base Bonus increased from $40,000 to $50,000.
- Granted stock options for 51,563 shares of Class A common stock, effective March 4, 2005.
Investor Verification Checklist
- Verify the company's ability to achieve the $0.855 EPS target for fiscal 2005 to assess potential executive payout levels.
- Monitor future filings for any adjustments to the EPS target due to acquisitions, divestitures, or extraordinary events.
- Review the impact of the increased salary and stock option grant for Sheila Brown on total executive compensation expenses.
- Confirm the quarterly EPS performance against the pro-rated targets to track bonus accruals.