Business Context and Reporting Period
This Form 8-K Current Report was filed by Texas Roadhouse, Inc. on August 14, 2025. The filing details significant changes to the Company's executive leadership and Board of Directors composition, effective August 14, 2025. These changes are part of the Company's long-term succession planning and strategic restructuring.
Key Financial Metrics and Compensation
The filing does not report consolidated revenue, profit, cash flow, or liquidity metrics for the Company. Financial data is limited to specific executive compensation packages and related-party transaction disclosures regarding franchise ownership.
- Gerald L. Morgan (CEO/Executive Vice Chairman): No specific new compensation figures disclosed in this filing; employment agreement amended.
- Christopher C. Colson (Chief Business and Administrative Officer): Title adjusted; employment agreement amended. No specific new compensation figures disclosed.
- Lloyd Paul Marshall (Chief Growth Officer):
- Annual Base Salary: $630,000.
- Target Annual Bonus: $525,000 (prorated for 2025).
- Performance-Based Restricted Stock Units (PSUs): Target of 1,700 units per year for 2026, 2027, and 2028 vesting cycles, contingent on EPS and pre-tax profit goals.
- Hugh J. Carroll (President of International/New Director):
- 2025 Base Salary: $507,700.
- 2025 Target Bonus: $252,350.
- 2025 RSUs: 2,667 units granted July 2, 2025.
- Related Party Transactions (Lloyd Marshall):
- Temple, TX Franchise (5% ownership): Received $11,370 in distributions for the 26 weeks ended July 1, 2025. Company received $172,119 in royalties and $21,515 in management fees for the same period.
- Mansfield, TX Restaurant (2% ownership): Received $20,315 in distributions for the 26 weeks ended July 1, 2025. Company received $223,593 in management fees for the same period.
Material Changes Versus Prior Period
The filing reports the following material changes effective August 14, 2025:
- Board Expansion: The Board of Directors increased its size to nine members.
- Executive Appointments:
- Gerald L. Morgan appointed Executive Vice Chairman while retaining CEO duties.
- Lloyd Paul Marshall appointed Chief Growth Officer, overseeing the Bubba's 33 concept and development functions.
- Role Adjustments: Christopher C. Colson's title changed from Chief Legal and Administrative Officer to Chief Business and Administrative Officer to reflect expanded responsibilities in international franchising following Hugh Carroll's retirement.
- Director Appointment: Hugh J. Carroll appointed to the Board. He will retire from his executive role at the end of the 2025 calendar year but will continue overseeing the Jaggers brand and international activities until then.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The leadership changes are explicitly framed as part of the Company's "long-term succession planning." The appointment of Mr. Marshall as Chief Growth Officer signals a continued focus on the Bubba's 33 concept and real estate development.
Risks and Contingencies:
- Executive Departure: Hugh J. Carroll is scheduled to retire from his executive position at the end of 2025, though he remains on the Board.
- Related Party Conflicts: Lloyd Paul Marshall holds ownership interests in two Texas Roadhouse locations (Temple and Mansfield, TX). The filing discloses royalties and management fees paid to the Company from these entities, as well as distributions received by Mr. Marshall.
- Employment Termination: Mr. Marshall's new agreement includes specific "Change in Control" and "Good Reason" termination provisions, including separation pay ranging from 1x to 1.5x base salary plus bonuses and COBRA coverage.
Key Facts for Investor Verification
- Verify the impact of Hugh Carroll's executive retirement (end of 2025) on international franchising and the Jaggers brand transition.
- Review the performance metrics (EPS and pre-tax profit) tied to Lloyd Marshall's performance-based stock units to understand future compensation liabilities.
- Confirm the operational status and profitability of the Temple and Mansfield, TX locations where executive Lloyd Marshall holds ownership interests.
- Monitor the Board's composition changes and the specific duties assigned to the new Executive Vice Chairman role.