Business Context and Reporting Period
This Form 8-K Current Report was filed by Red Robin Gourmet Burgers, Inc. on October 31, 2022. The filing discloses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer and the departure of three other senior executives.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and the associated compensation arrangements for the incoming Chief Financial Officer.
Material Changes
- Appointment of CFO: Todd Wilson was appointed Executive Vice President and Chief Financial Officer, effective November 7, 2022.
- Departure of CFO: Lynn Schweinfurth, who served as CFO since January 2019, is departing the position effective November 7, 2022. She will remain as a special advisor until December 31, 2022.
- Other Executive Departures: Jonathan Muhtar (Chief Concept Officer) and Darla Morse (Chief Information Officer) are departing effective November 11, 2022.
Guidance, Outlook, and Compensation Details
The filing contains no forward-looking financial guidance or management commentary regarding business outlook. It details the compensation package for the incoming CFO, Todd Wilson:
- Base Salary: $425,000 annually.
- Annual Bonus: Target of 75% of base salary, beginning in fiscal year 2023.
- Sign-on Bonus: $125,000 cash (subject to repayment under specific termination conditions).
- Equity Grant: One-time grant of time-vested restricted stock units with a target value of $350,000, vesting ratably over three years.
- Long-Term Incentives: Eligibility for a target annual award value of 120% of base salary starting in fiscal year 2023.
- Relocation: Reimbursement up to $200,000.
- Severance: In the event of termination without Cause or resignation for Good Reason, Wilson is entitled to one times base salary, a pro-rated bonus, and 12 months of healthcare premium payments.
Severance agreements for the departing executives (Schweinfurth, Muhtar, and Morse) have not yet been finalized; material terms will be disclosed in a future amendment.
Investor Verification Checklist
- Verify the final terms of the severance agreements for departing executives Lynn Schweinfurth, Jonathan Muhtar, and Darla Morse, as these are pending disclosure.
- Review the full Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason" which trigger severance or repayment obligations.
- Monitor upcoming quarterly earnings reports to assess the impact of the leadership transition on financial performance and strategic direction.
- Confirm the vesting schedule and performance metrics for the new CFO's long-term incentive plan once the 2023 fiscal year targets are established.