UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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RED ROBIN GOURMET BURGERS, INC.​

10000 E. Geddes Avenue, Suite 500
Englewood, CO 80112
(303) 846-6000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 14, 2026

When: 8:00 a.m. MDT on Thursday, May 14, 2026

Where: Red Robin’s Yummm U, located at 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112 for the following purposes:

Items of Business:

•

Proposal 1: To elect Anthony Ackil, Steven Lumpkin, Christopher Martin, David Pace, James Pappas, Nicole Miller Regan, and Anddria Varnado as directors of the Company for one-year terms;

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Proposal 2: To approve, on an advisory basis, the compensation of our named executive officers;

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Proposal 3: To approve an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan to increase the number of authorized shares available for issuance;

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•

Proposal 4: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026; and

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•

To transact such other business as may properly come before the meeting.

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We intend to hold our annual meeting in person again this year. As always, we encourage you to vote your shares prior to the annual meeting.

Record Date: Stockholders as of March 17, 2026 are entitled to vote.

Annual Report: Red Robin Gourmet Burgers, Inc. (“we” or the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an annual report on Form 10-K for the fiscal year ended December 28, 2025. A copy of the annual report on Form 10-K has been made available concurrently with this proxy statement to all of our stockholders entitled to notice of and to vote at the annual meeting. In addition, you may obtain a copy of the annual report on Form 10-K, without charge, by writing to Red Robin Gourmet Burgers, Inc., Attn: Stockholder Services, 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112.

Who Can Attend: All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you are not a stockholder of record but hold shares through a bank, broker, or other holder of record, you should provide proof of beneficial ownership on the record date, such as a legal proxy or your most recent account statement as of March 17, 2026 or other similar evidence of ownership. If you do not have valid, current, government- issued photo identification, such as a driver’s license, or proof of your stock ownership, you will not be admitted to the meeting. Registration and seating will begin at 7:30 a.m. MDT.

Date of Mailing: This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about March 26, 2026.

 

 

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend, it is important that your shares be voted at the meeting.

Please refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares at the meeting and return your voting instructions as promptly as possible. Thank you for your continued support of Red Robin.

By Order of the Board of Directors,

Sarah Mussetter
Secretary

Englewood, Colorado

March 26, 2026

Neither the Securities and Exchange Commission nor any state securities regulatory agency has passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

​	Proposal				​	​	Board’s Voting Recommendation	​	​	Page Reference (for more detail)	​
​	1	​	​	Election of Directors	​	​	FOR All nominees	​	​	8	​
​	2	​	​	Approval, on an advisory basis, of the compensation of the Company’s named executive officers	​	​	FOR	​	​	62	​
​	3	​	​	Approval of an amendment to the Company’s Amended and Restated Employee Stock Purchase Plan to increase the number of authorized shares available for issuance	​	​	FOR	​	​	63	​
​	4	​	​	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026	​	​	FOR	​	​	67	​

 

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Director Nominee

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Age

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Director Since

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Principal Occupation

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Independent

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Current Committee Assignments

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Anthony Ackil

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51

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2020

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Chief Executive Officer of Streetlight Ventures

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✓

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(C), CC

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Steven Lumpkin

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71

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2016

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Consultant, Former Executive Vice President, Chief Financial Officer, and Director, Applebee’s

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✓

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*AC, FC

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Christopher Martin

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41

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2024

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Managing Director, Jumana Capital

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✓

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FC, NGC

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David Pace

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66

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2019

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President and Chief Executive Officer, Red Robin

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James Pappas

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44

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2024

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Managing Member, Owner, and Founder, JCP Investment Management

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✓

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CC, FC

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Nicole Miller Regan

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51

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2023

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Chief Strategy Officer and Director, 7 Brew

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✓

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AC, FC

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Anddria Varnado

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40

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2021

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Former GM and Head of the Consumer Business, Kohler Company

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✓

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*CC, NGC

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​	AC	​	​	Audit Committee	​	​	FC	​	​	Finance Committee	​
​	CC	​	​	Compensation Committee	​	​	(C)	​	​	Denotes Chair of the Board	​
​	NGC	​	​	Nominating and Governance Committee	​	​	*	​	​	Denotes Chair of the Committee	​

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86%

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29%

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14%

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50%

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52

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4

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Independence

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Gender Diversity

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Racial/Ethnic Diversity

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Committees Chaired by Women

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Years Average Age

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Years Average Tenure

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2

 

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Experience / Skills

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Anthony Ackil (Chair)

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David Pace (CEO)

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Steven Lumpkin

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Christopher Martin

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James Pappas

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Nicole Miller Regan

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Anddria Varnado

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Public C-Suite Experience

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✓

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✓

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Restaurant / Hospitality Executive Leadership

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✓

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✓

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✓

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✓

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✓

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Accounting / Financial Expertise

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✓

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✓

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✓

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✓

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✓

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✓

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✓

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Business Transformation

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✓

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✓

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✓

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✓

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✓

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✓

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✓

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Technology Strategy

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✓

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✓

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Marketing / Consumer Insights

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✓

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​

​

​

​

​

​

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​

​

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✓

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✓

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M&A Experience

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✓

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✓

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✓

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✓

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✓

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✓

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✓

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Governance

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✓

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✓

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✓

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3

 

​	Types of Engagement	​	​	​	Topics Covered	​
​	• Calls and meetings with stockholders (portfolio managers and corporate governance/stewardship professionals) ​ • Investor conferences ​ • Earnings conference calls ​ • Prospective stockholders ​	​	​	​	• Key strategic initiatives and opportunities ​ • Financial performance and goals ​ • Capital structure and capital allocation priorities ​ • Governance best practices (including last year’s proxy proposal to remove supermajority voting provisions) ​ • Corporate responsibility risks and opportunities ​ • Risk management ​ • Compensation programs and pay for performance alignment ​	​

4

 

​	Leadership	​	​	Appointment Date	​	​	Position	​
​	David Pace	​	​	April 2025	​	​	President and Chief Executive Officer	​
​	Christopher Meyer	​	​	December 2025	​	​	Interim Chief Financial Officer	​
​	Sarah Mussetter	​	​	December 2022	​	​	Chief Legal Officer and Secretary	​
​	Jesse Griffith	​	​	March 2023	​	​	Chief Operations Officer (previously SVP, Operations)	​
​	Humera Kassem	​	​	September 2025	​	​	Chief People Officer	​
​	Russ Klein	​	​	April 2025	​	​	Interim Chief Marketing Officer	​

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6

 

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PROXY STATEMENT

The Board of Directors (“Board” or “Board of Directors”) of Red Robin Gourmet Burgers, Inc. (“Red Robin” or the “Company”) is first providing this proxy statement on or about March 26, 2026 to stockholders in connection with the solicitation of proxies on its behalf to be voted at the annual meeting of stockholders. The meeting will be held on Thursday, May 14, 2026, beginning at 8:00 a.m. MDT, at Red Robin’s Yummm U, located at 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112. The proxies may be voted at any time and date to which the annual meeting may be properly adjourned or postponed.

This proxy statement, including the proxy statement summary included herein, includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

PROPOSAL 1:
ELECTION OF DIRECTORS

HOW OUR DIRECTORS ARE SELECTED, QUALIFIED, AND ELECTED

Our Board of Directors is highly engaged and committed to effective governance as reflected in the following actions:

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creation and maintenance of good governance principles and practices that receive high scores from leading governance third parties

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design and oversight of compensation plans that emphasize internal and external pay parity and that align our executives’ interests with those of stockholders

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steady refreshment of their own membership

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As of the date of this proxy statement, 89% of the directors on our Board are independent. Our Board currently consists of nine directors, all of whom are independent except our CEO. Seven of our nine current directors are standing for re-election. The nominees are Anthony Ackil, Steven Lumpkin, Christopher Martin, David Pace, James Pappas, Nicole Miller Regan, and Anddria Varnado. Their biographies are detailed below. Mr. Conforti and Ms. Page are not standing for reelection and will finish their Board service at the conclusion of the 2026 annual meeting.

Following the departure of Mr. Conforti and Ms. Page from the Board, the Board size will be reduced to seven members. Mr. Conforti will continue his service as chair of the Finance Committee until his departure at the conclusion of the 2026 annual meeting, at which time Mr. Pappas will assume this chair role. Ms. Page will continue her service as chair of the Nominating and Governance Committee until her departure at the conclusion of the 2026 annual meeting, at which time Ms. Miller Regan will assume this chair role. Additionally, at the conclusion of the 2026 annual meeting, Mr. Ackil will join the Audit Committee. The Board may decide at a later time to add one or more directors who possess skills and experience that may be beneficial to our Board and the Company.

Directors are elected on an annual basis for a one-year term. The directors elected at this annual meeting will serve in office until our 2027 annual meeting of stockholders or until their successors are duly elected and qualified or until any such director’s earlier resignation or removal. Each of our nominees has consented to serve if elected, and we expect each of them will be able to serve if elected. If any of our nominees should become unavailable to serve as a director, our Board of Directors can name a substitute nominee, and the persons named as proxies in the proxy card, or their nominees or substitutes, will vote your shares for such substitute nominee unless an instruction to the contrary is written on your proxy card.

The Board recommends that you vote FOR all of the Board’s nominees to serve as directors of the Company.

 

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Selecting Nominees for Director

Our Board has delegated to the Nominating and Governance Committee the responsibility for reviewing and recommending nominees for director. The Board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the Nominating and Governance Committee.

In evaluating a director candidate, the Nominating and Governance Committee considers the candidate’s independence; character; corporate governance skills and abilities; business experience; industry specific experience; training and education; commitment to performing the duties of a director; and other skills, abilities, or attributes that fill specific needs of the Board or its committees. Our Board is committed to diversity, and the Nominating and Governance Committee considers diversity in business experience, professional expertise, and background, along with various other factors when evaluating director nominees. The Nominating and Governance Committee will use the same criteria in evaluating candidates suggested by stockholders.

The Nominating and Governance Committee is authorized under its charter to retain, at our expense, outside search firms and any other professional advisors it deems appropriate to assist in identifying or evaluating potential nominees for director.

Director Nominees

Below, you can find the principal occupation and other information about each of our director nominees standing for election at the annual meeting. Information related to each of our director nominee’s key attributes, experience, and skills, as well as their recent public company board service is included with each director’s biographical information. Our Board is comprised of diverse leaders with relevant experience and leadership in each of the key areas of greatest importance to our financial and more general sustainability. These attributes are core to our ability to be nimble and take advantage of opportunities as they arise. In 2026, seven of our nine current directors are standing for re-election. Mr. Conforti and Ms. Page will conclude their Board service effective upon the conclusion of the annual meeting.

 

9

 

 

10

 

 

11

 

 

12

 

Additional Biographies

Below is the principal occupation and other biographical information for Mr. Conforti and Ms. Page, current directors who are not standing for reelection.

VOTE REQUIRED

Each nominee for director in this Proposal 1 shall be elected if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. Abstentions and broker non-votes are not considered votes cast and therefore will have no effect on the outcome of the vote.

BOARD RECOMMENDATION

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL OF THE DIRECTOR NOMINEES.

 

13

 

CORPORATE GOVERNANCE AND BOARD MATTERS

GOVERNANCE PRINCIPLES

The Board of Directors has created and oversees corporate governance guidelines that can be viewed on the Governance section of our website at: https://ir.redrobin.com/governance/governance-documents.

Executive Development and Management Succession

Under the Company’s corporate governance guidelines, the Board maintains a policy and plan for the development and succession of the CEO and senior management that includes:

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criteria that reflect the Company’s ongoing business strategies;

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identification and development of potential internal candidates;

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•

formal assessment processes to evaluate such potential internal candidates and their development; and

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•

an emergency succession component to address the unforeseen loss of the CEO or other key executives.

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The Nominating and Governance Committee:

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works closely with the Board and management to ensure development and succession are anticipated, planned for, and addressed in a timely manner;

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•

works closely with our CEO and each of the other executive officers to conduct succession planning activities including annual performance reviews, evaluations, and development plans of the CEO and executive officers, who also conduct evaluations and development of their direct reports; and

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•

reviews, makes recommendations for, and reports to the Board on programs that have been implemented by management for executive and leadership team development and succession planning.

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The CEO regularly meets with the full Board on his or her performance, and the CEO’s annual performance evaluation is conducted under the oversight of the Compensation Committee. Our CEO typically conducts annual performance and development evaluations of the other senior executives and reviews these evaluations with the Compensation Committee or full Board.

Stockholder Communication with our Board

The Board and management believe the Company’s relationships with our stockholders and other stakeholders are an important part of our corporate governance responsibility and recognize the value of continuing communications. This approach has resulted in our receiving important input and perspectives that have informed our decision making and resulted in action including corporate governance practices, our First Choice plan, and our Board composition. Throughout the year, we proactively engage with our stockholders directly, through individual meetings, attendance at investor conferences, issuance of press releases, and quarterly conference calls, as well as other stockholder communications. We discuss topics of importance to both our Company and stockholders, including value creation, strategy and performance, Board refreshment and leadership changes, capital structure and allocation, and governance matters.

The Board values stockholder communication and provides many means for it to occur, including attending the annual meeting, voting, engaging, and writing, by sending a letter to the Chair, the Board of Directors, or a committee addressed to: Board of Directors, 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112, or by sending an e-mail to the Board’s dedicated email address: Board@redrobin.com. Our Finance Committee and full Board are involved in overseeing stockholder engagement.

With respect to issues arising under the Company’s Code of Ethics, you may also communicate directly with the chair of the Audit Committee, head of internal audit, or the compliance officer in the manner provided in the Code of Ethics and the Company’s Problem Resolution and Whistleblower Policy and Reporting

 

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Procedures. Both the Code of Ethics and the Problem Resolution and Whistleblower Policy and Reporting Procedures may be found on the Governance section of our website at:
https://ir.redrobin.com/governance/governance-documents.

Board Leadership Structure

The Board recognizes one of its key responsibilities is to evaluate and determine the optimal leadership structure to provide independent oversight of management. At this time, we believe it is appropriate for our Board to maintain the separation of the roles of chief executive officer and Board chair. Currently, Mr. Pace, who previously served as the independent Chair of our Board from August 2019 to April 2025, serves as our Chief Executive Officer. Mr. Ackil, who has served on our Board since March 2020 and has over 20 years of executive experience in the restaurant industry, assumed the role of independent Chair from Mr. Pace in April 2025.

The separation of the roles of Board chair and chief executive officer allows our chief executive officer to focus on managing the Company’s business and operations, and allows our chair to focus on Board matters, which we believe is especially important in light of the high level of regulation and scrutiny of public company boards. Further, we believe the separation of these roles ensures the independence of the Board in its oversight role of evaluating and assessing the chief executive officer and management generally. Our corporate governance guidelines provide for the appointment of a lead independent director if the chair of our Board is not independent.

The duties of the chair (or lead director) of the Board include presiding over and managing the meetings of the Board, development of meeting agendas together with the CEO, and approving the scheduling of meetings of the Board. Our Board chair also acts as an advisor to the CEO on strategic aspects of the business, represents the Board at our annual meeting of stockholders, and consults with stockholders, when appropriate.

The Board’s Role in Risk Oversight

Our executive officers have the primary responsibility for enterprise risk management (ERM) within our Company. Our Board and its committees actively oversee the Company’s risk management and regularly engage in discussions of the most significant risks the Company faces and how these risks are being managed, including over different time periods.

Robust evaluation and discussion of ERM is held at the full Board level. The full Board receives regular reports on enterprise risk areas from senior leaders of the Company, including regarding human capital management, food safety, and cybersecurity and receives more frequent reporting based on the immediacy of the risk.

While the full Board has overall responsibility for risk oversight, the Board has delegated certain risk oversight functions to its committees. The committees regularly report to the full Board on the assessment and management of risks that fall under their purview. The Company, the Board and its committees consult with outside advisors and experts regarding risks and trends. The Board believes the work undertaken by its committees, the full Board, and the senior leaders of the Company, enables the Board to effectively oversee the Company’s risk management.

 

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Management’s Role in Risk Oversight

As part of its day-to-day risk management function, management identifies, assesses, monitors and manages the major risks to the Company including through our enterprise risk management process and implements effective mitigation measures. Management also provides regular reports on enterprise risk areas to the Board and its committees.

The Board’s Role in Succession Planning

Management. The Board, led by its Nominating and Governance Committee, is actively engaged in succession planning and talent strategy and development, with a focus on the CEO and senior leadership roles at the Company. The Board and the Nominating and Governance Committee consider talent development programs and succession candidates through the lens of Company strategy and anticipated future opportunities and challenges. The Board and the Nominating and Governance Committee discuss internal and external succession candidates, including capabilities, accomplishments, goals, and development plans. In addition, potential leaders are given exposure to the Board, which enables the Board to select successors for the senior executive positions when appropriate.

Directors. A key role of the Board is to ensure that it has the skills, expertise, and attributes needed in light of the Company’s strategy, challenges, and opportunities. The Board believes that there are skill sets,

 

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qualities, and attributes that should be represented on the Board as a whole but do not necessarily need to be possessed by each director. The Nominating and Governance Committee thus considers the qualifications and attributes of incumbent directors and director candidates both individually and in the aggregate in light of the current and future needs of the Company. The Nominating and Governance Committee assists the Board in identifying and evaluating persons for nomination or renomination for Board service or to fill a vacancy on the Board. The Nominating and Governance Committee’s evaluation process does not vary based on whether a candidate is recommended by a stockholder, a Board member, a member of management, or self-nomination. Once a person is identified as a potential director candidate, the Nominating and Governance Committee may review publicly available information to assess whether the candidate should be further considered. If so, a Nominating and Governance Committee member or designated representative for the Nominating and Governance Committee will contact the person. If the person is willing to be considered for nomination, the person is asked to provide additional information regarding their background; their specific skills, experience, and qualifications for Board service; and any direct or indirect relationships with the Company. In addition, one or more interviews may be conducted with Nominating and Governance Committee and Board members, and Nominating and Governance Committee members may contact one or more references provided by the candidate or others who would have first-hand knowledge of the candidate’s qualifications and attributes.

In evaluating the qualifications and attributes of each potential candidate (including incumbent directors) for nomination or re-nomination or appointment to fill a vacancy, the Nominating and Governance Committee considers:

◦

the candidate’s qualifications, consisting of his/her knowledge (including relevant industry knowledge), understanding of the Company’s businesses and the environment within which the Company operates, experience, skills, substantive areas of expertise, financial literacy, innovative thinking, business judgment, achievements, and other factors required to be considered under applicable laws, rules, or regulations;

​

◦

the candidate’s attributes, comprising independence, personal and professional integrity, character, reputation, ability to represent the interests of all stockholders, time availability in light of other commitments, dedication, absence of conflicts of interest, appreciation of multiple cultures, diversity, commitment to deal responsibly with environmental and social issues and stakeholder concerns, and other factors that the Nominating and Governance Committee considers appropriate in the context of the needs of the Board;

​

◦

familiarity with and respect for corporate governance requirements and practices;

​

◦

with respect to incumbent directors, the evaluation of the individual director, their current qualifications, and his or her contributions to the Board;

​

◦

the current composition of the Board and its committees; and

​

◦

intangible qualities of the candidate, including the ability to ask difficult questions and, simultaneously, to work constructively with members of the Board, as well as to work effectively with management.

​

The Board considers the recommendations of the Nominating and Governance Committee and then makes the final decision whether to renominate incumbent directors and whether to approve and extend an invitation to a candidate to join the Board upon appointment or election, subject to any approvals required by law, rule, or regulation.

Board Membership and Director Independence

Our Board of Directors has determined that each of our directors, except our CEO, Mr. Pace, qualifies as an independent director under the rules promulgated by the SEC and The Nasdaq Stock Market® (“Nasdaq”) listing standards. Therefore, 89% of our current directors are independent. Following the annual meeting, if all director nominees are elected, all of our continuing directors will be independent, except our CEO.

Pursuant to SEC and Nasdaq rules and standards, only independent directors may serve on the Board’s Audit Committee, Compensation Committee, and Nominating and Governance Committee. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. All members

 

17

 

of all Board committees meet the requisite independence requirements in accordance with SEC rules and Nasdaq listing standards. There are no family relationships among any of our executive officers, directors, or nominees for directors.

Our Board is committed to diversity and as such includes directors with a diverse set of backgrounds, experience, and skills, including:

Director Attendance

The Board of Directors held eleven meetings in 2025. Each of our current directors who served in 2025 attended over 90% of the aggregate total of meetings of the Board of Directors and committees during their period of service in 2025. The non-management directors of the Company generally meet quarterly throughout the year and as necessary or appropriate in executive sessions at which members of management are not present. The Board of Directors strongly encourages each of the directors to attend the annual meeting of stockholders. All directors who served on our Board at the time of the 2025 annual meeting of stockholders attended the meeting.

Committees of the Board

Our Board of Directors currently has four standing committees: an Audit Committee, a Compensation Committee, a Finance Committee, and a Nominating and Governance Committee. Each standing committee generally meets at least once each quarter. In addition, other regular and special meetings are scheduled as necessary and appropriate depending on the responsibilities of the particular committee. Each committee regularly meets in executive session without management present. Each Board committee operates pursuant to a written charter. The charter for each committee is available on the Corporate Governance section of our website at https://ir.redrobin.com/governance/governance-documents. Committee charters are reviewed at least annually by the respective committee to revise and update duties and responsibilities as necessary.

 

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19

 

 

20

 

Board Evaluations

The Board recognizes that a robust and constructive Board evaluation process is essential to its effectiveness. As such, the Board and each committee conduct annual evaluations to determine whether it and its committees are functioning effectively. As part of the evaluation process, each director also evaluates their own performance and periodically completes peer evaluations of the other directors, designed to assess individual director performance. The evaluation process is overseen by the Nominating and Governance Committee, in consultation with the Board chair. Outcomes of the evaluation process have been used to inform Board succession planning, committee memberships, chair service, and enhancements to Board effectiveness.

Indemnification of Directors

The Company has entered into agreements to indemnify its directors, executive officers, and certain other key employees. Under these agreements, the Company is obligated to indemnify its directors and officers to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by them in any action or proceeding arising out of their services as a director or officer. The Company believes these agreements are necessary in attracting and retaining qualified directors and officers.

Limits on Outside Board Service

As provided in our corporate governance guidelines, without specific approval from our Board, no director of the Company may serve on more than four public company boards (including the Company’s Board), and no member of the Audit Committee may serve on more than three public company audit committees (including the Company’s Audit Committee). Any Audit Committee member’s service on more than three public company audit committees will be subject to the Board’s determination that the member is able to effectively serve on the Company’s Audit Committee.

Stockholder Submission of Director Nominees

A stockholder may submit the name of a director candidate for consideration by the Nominating and Governance Committee by writing to: Nominating and Governance Committee of the Board of Directors, Red Robin Gourmet Burgers, Inc., 10000 E. Geddes Avenue, Suite 500, Englewood, Colorado 80112.

The stockholder must submit the following information in support of the candidate: (a) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such person’s written consent to serve as a director if elected; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, (ii) the class and number of shares of the Company that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement, or understanding (including any

 

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derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder’s notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company, and (iv) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Company’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company’s voting shares to elect such nominee or nominees. Any stockholder intending to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the universal proxy notice and timing requirements of Rule 14a-19; see “Proposals to Be Addressed at 2027 Annual Meeting (but Not Included in Proxy Statement)” for the applicable deadline.

Certain Relationships and Related Transactions

In December 2024, the Company entered into a Cooperation Agreement with JCP and Jumana (the “Cooperation Agreement”). In accordance with the Cooperation Agreement, effective December 3, 2024, the Board appointed James Pappas and Christopher Martin to the Board, with an initial term expiring at the 2025 annual meeting. The Board also appointed Mr. Pappas and Mr. Martin to serve on the Finance Committee. JCP recommended Mr. Pappas for nomination to the Board, and Jumana recommended Mr. Martin for nomination to the Board. Pursuant to the Cooperation Agreement, JCP and Jumana agreed to abide by certain standstill restrictions and voting commitments. In connection with the Cooperation Agreement, the Company also entered into an Equity Purchase Agreement, pursuant to which JCP and Jumana purchased an aggregate of 1,600,909 shares of our common stock, at a purchase price of $5.19 per share, resulting in $8,308,717.71 in gross proceeds, with their aggregate beneficially ownership constituting approximately 20% of the Company’s outstanding shares following the acquisition.

On February 13, 2026, the Company entered into a First Amendment to the Cooperation Agreement with JCP and Jumana (the “First Amendment to the Cooperation Agreement,” and the Cooperation Agreement as amended thereby, the “Amended Cooperation Agreement”). Pursuant to the Amended Cooperation Agreement, the Company agreed to re-nominate James Pappas (the “JCP Designee”) and Christopher Martin (the “Jumana Designee”) to stand for re-election to the Board at the Company’s 2026 annual meeting of stockholders, and each accepted the re-nomination. Immediately following the 2026 annual meeting, the Board will appoint Mr. Pappas as Chair of the Finance Committee for the duration of the Cooperation Period (as defined below), and, following the appointment of new leadership for the Audit Committee, the Board will take reasonable steps to reduce the size of the Board to eight (8) directors for the remainder of the Cooperation Period. The Amended Cooperation Agreement also (i) revises the Company’s slate size to six (6) other nominees in light of the two Investor Party nominees and (ii) increases the Investor Parties’ ownership cap from 20% to 21%—and, solely with respect to Jumana Capital Investments LLC and Christopher Martin, provides that such cap is subject to a one-percentage-point increase (to 22%) if, at any time during the Cooperation Period, the volume-weighted average price of the Company’s common stock is less than $4.00 per share for five consecutive trading days and they have given advance written notice to the Company. The Investor Parties’ standstill and voting commitments remain in effect during the Cooperation Period, subject to the amended ownership thresholds described above; all other standstill and voting provisions remain unchanged. The “Cooperation Period” ends on the earlier of (x) thirty (30) calendar days prior to the advance notice deadline set forth in the Company’s bylaws for the stockholder nomination of non-proxy access director candidates for election to the Board at the Company’s 2027 annual meeting of stockholders and (y) one hundred twenty (120) calendar days prior to the first anniversary of the 2026 Annual Meeting. JCP and Jumana also remain subject to certain standstill and voting commitments.

The foregoing description of the Cooperation Agreement and Amended Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement and Equity Purchase Agreement filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2024, and the First Amendment to the Cooperation Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2026.

 

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Consideration of Related Party Transactions. The Board of Directors recognizes transactions between the Company and related parties present a heightened risk of conflicts of interest. To ensure the Company acts in the best interest of our stockholders, the Board has delegated the review and approval of related party transactions to the Audit Committee. Pursuant to our Code of Ethics and the Audit Committee charter, any related party transaction required to be disclosed in accordance with applicable SEC regulations must be reviewed and approved by the Audit Committee. In reviewing a proposed transaction, the Audit Committee must:

•

satisfy itself that it has been fully informed as to the related party’s relationship and interest, and as to the material facts of the proposed transaction; and

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•

consider all the relevant facts and circumstances available to the Audit Committee.

​

After its review, the Audit Committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests of the Company and our stockholders.

Compensation Committee Interlocks and Insider Participation

Anthony Ackil, David Pace (prior to his appointment as our CEO), Allison Page, James Pappas, and Anddria Varnado each served as members of the Company’s Compensation Committee during all or portions of the last completed fiscal year. None of the individuals who served as members of the Compensation Committee during the last completed fiscal year also served at such time, or at any time prior, as an officer or employee of the Company. None of our current executive officers serves, and during the last completed fiscal year no individual then serving as an executive officer served, as a director of another entity that has or then had an executive officer who serves on our Board.

DIRECTOR COMPENSATION

The compensation program for our non-employee directors is set forth in the table below. The Compensation Committee, in consultation with its independent consultant, evaluates the compensation program annually or as needed to assess its alignment with the market, taking into consideration the time commitment and responsibilities of the directors. As a result of this analysis, the Compensation Committee did not make any changes to the compensation program in 2025. In addition to the compensation disclosed below, directors are eligible to receive meal discounts at Red Robin restaurants on the same basis as other senior leaders of the Company.

 

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2025 Director Compensation

The following table sets forth a summary of the compensation paid to our non-employee directors in 2025. Mr. Pace served as a non-employee director prior to his appointment as our President and Chief Executive Officer on April 24, 2025. The amounts shown below reflect only the compensation he received for his service as a non-employee director prior to such appointment.

(1)

Reflects each director’s annual cash retainer, including additional fees for serving as Board or committee chair. Mr. Ackil and Ms. Varnado each received a prorated amount of additional chair retainers to reflect their transitions in such roles in April 2025. Mr. Pace received a prorated amount of the annual cash retainer based on his partial year of service as a non-employee director and Chair of the Board (prior to his appointment as CEO).

​

(2)

Each director was awarded 41,379 RSUs in May 2025. The target value of this annual equity grant was $120,000 divided by the 30-day average share price of $2.90 to determine the number of shares granted. The fair value of such RSUs was computed in accordance with the guidance for accounting for stock compensation at the closing price on the date of grant of $3.06 per share. All such RSUs are subject to vesting in full on the later of (x) fifty weeks following the date of grant and (y) the Company’s next annual meeting of stockholders, in accordance with the 2024 Plan.

​

As of the end of fiscal year 2025, the aggregate number of options and RSUs outstanding for each non-employee director is set forth below. Note that the Company has not utilized stock option grants as compensation for its non-employee directors since 2016. Options are considered outstanding until exercised and RSUs are considered outstanding until vested and settled in shares of Company stock.

(1)

RSUs total only includes Mr. Pace’s non-employee director shares received prior to his appointment as President and CEO. Does not include 35,249 RSUs that have vested but are deferred.

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Director Stock Ownership Guidelines

The Compensation Committee has stock ownership guidelines in place for non-employee directors that require non-employee directors to own Company securities with a cumulative cost basis of at least five times the director’s annual cash retainer (excluding chair or committee retainer fees). Based on the current annual retainer for non-employee directors, that dollar amount is $375,000. The value of each director’s holdings is based on the value of securities held, which is calculated using the 30-day average share price of the Company’s common stock. Equity owned of record or beneficially, including RSUs and vested in-the-money options, are credited toward the guidelines. New non-employee directors have five years from the time the director joins the Board to reach the minimum ownership threshold. Non-employee directors may not sell, transfer, or otherwise dispose of common stock that would decrease such director’s cumulative cost basis below the ownership guideline amount. As of the annual measurement date, all directors were in compliance or on track to be in compliance with the guidelines or have not sold any of their award shares during their tenure as a director.

 

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26

 

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27

 

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COMPENSATION PHILOSOPHY

Our executive compensation program is designed to pay for performance and link incentives to current and long-term sustained achievement of Company strategic and financial goals. It encourages our executive officers to think and act like the owners they are and compensates them accordingly in significant part based on the performance of the Company.

PAY OBJECTIVES

Our compensation objectives are designed to link incentives and rewards with current and long-term sustained achievement of these goals:

•

Attracting, retaining, and motivating the best possible executive talent with the experience and leadership skills capable of driving performance and top- and bottom- line growth in sales and profitability;

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•

Creating value for our stockholders by linking executive compensation to the achievement of measurable corporate objectives; and

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•

Paying for superior results through a program that incentivizes and rewards achievement of both short-term and long-term organizational and functional objectives with a mix of compensation elements that place a significant portion of cash and equity compensation at risk.

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PAY FOR PERFORMANCE ALIGNMENT

Our compensation program is designed to pay for performance and is comprised of performance-based STI and LTI awards. Such compensation varies in value and is at-risk of forfeiture or reduced payout if performance goals are not achieved or our stock price declines. Performance metrics used for the annual and LTI programs are reviewed and approved by the Compensation Committee. RSUs vest ratably over multiple years, the value of which is dependent, in part, on the Company’s stock price. PSUs vest at the end of the three-year performance period only to the extent the Company achieves certain Relative Total Shareholder Return goals.

COMPENSATION DECISION PROCESSES

OVERVIEW

✓

Executive compensation decisions are made by our Compensation Committee, which is comprised solely of independent directors.

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✓

When making compensation decisions, our Compensation Committee receives input from its independent compensation consultant and recommendations from our CEO for the CEO’s direct reports. Our Compensation Committee reviews benchmarking data of a peer group of restaurant companies as one input into the pay decision process. Other factors that influence pay decisions include, but are not limited to, Company performance, individual performance, scope of responsibility, critical needs and skill sets, leadership potential, succession planning, and retention.

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COMPENSATION SETTING

The Compensation Committee approves target total direct compensation levels for NEOs by establishing base salaries and setting annual and long-term incentive compensation targets. The Company makes pay decisions based on a variety of factors, including:

•

Company performance

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•

Company strategy and alignment of incentives

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•

Benchmarking data from our restaurant peer group for target total direct compensation (base salaries, STIs, and LTIs), based on disclosure in peer proxy statements and other applicable survey data

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•

Individual performance, skill set, and areas of responsibility relative to the market data

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•

Compensation relative to other executive officers in the Company

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•

Advice from the Compensation Committee’s independent compensation consultant

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•

The CEO’s recommendations with respect to the compensation of the executives who report directly to the CEO, including the other NEOs

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•

Management succession planning and retention

​

•

Results of the Company’s say-on-pay advisory votes in prior years

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CONSIDERATION OF PRIOR SAY-ON-PAY AND SAY-ON-FREQUENCY VOTES

At our 2025 annual meeting of stockholders, over 91% of votes were cast to approve the advisory “say on pay” vote on the 2024 compensation of our NEOs. For the five prior consecutive years, the Company has received over 85% support for the annual “say on pay” proposal. The Compensation Committee considered the results of the advisory vote when setting executive compensation for 2025 and will continue to do so in future executive compensation policies and decisions. We regularly engage with our stockholders and this engagement provides valuable insight that informs the work of both management and the Board, including in the areas of executive compensation. See “Proxy Summary—Stockholder Engagement” for more discussion about our engagement with our stockholders, including Company participants and topics covered.

We hold our advisory “say on pay” vote annually. Stockholders vote once every six years, on an advisory basis, on the frequency of the say-on-pay vote, which can be every one year, two years or three years. At our 2023 annual meeting of stockholders, over 95% of votes cast were in favor of continuing an annual vote. Based on these results, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on frequency, which we expect to occur at our 2029 annual meeting.

BENCHMARKING

Restaurant Peer Group

Our compensation benchmarking group contains restaurant peer companies that were selected and approved by the Compensation Committee upon the recommendation of management and the Compensation Committee’s independent compensation consultant and are based on their similarity to us with respect to several criteria, including revenue, market cap, and business model. At the time of selection, the Company’s revenues were situated at approximately 43% of the benchmarking group. The peer group used for 2025 consisted of the 17 restaurant companies identified in the chart below.

The Compensation Committee uses competitive compensation data from the annual total compensation study of peer and other restaurant companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as Company performance, individual performance, scope of responsibility, critical needs and skill sets, leadership potential, succession planning, and retention.

 

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For 2026 compensation benchmarking, the Compensation Committee revised its peer group, (i) removing Brinker International, Inc. and Texas Roadhouse, Inc., as their revenues and market cap were outliers compared to Red Robin, and (ii) adding Krispy Kreme, Inc., as it fit the Company’s size parameters, resulting in a peer group consisting of 16 restaurant companies.

INDEPENDENT COMPENSATION CONSULTANT

In 2025, Meridian Compensation Partners, LLC (“Meridian”) again served as the Compensation Committee’s independent compensation consultant. The independent compensation consultant assists with the Compensation Committee’s annual review of our executive compensation programs, cash and equity compensation practices, ongoing development of our executive compensation philosophy, and acts as an advisor to the Compensation Committee on compensation matters as they arise. The compensation consultant also advises the Compensation Committee on compensation for the Board of Directors. The Compensation Committee evaluated Meridian’s independence as its compensation consultant by considering each of the independence factors adopted by Nasdaq and the SEC. Based on such evaluation, the Compensation Committee believes no conflict of interest exists that would prevent Meridian from independently representing the Compensation Committee.

RISK MITIGATION

The Compensation Committee considers, in establishing and designing our executive compensation program, whether the program encourages unnecessary or excessive risk taking. Additionally, with the help of its independent compensation consultant, the Compensation Committee conducts an annual risk assessment to evaluate the compensation program for compensation related risks. Based on this review, the Compensation Committee believes it has mitigated unnecessary risk taking in both the design of the compensation plans and the controls placed upon them and has concluded that our pay programs do not encourage unnecessary or excessive risk taking. Accordingly, based on this review, the Company believes the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

 

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2025 EXECUTIVE COMPENSATION

OVERVIEW

Our 2025 executive compensation program was comprised of three primary elements: (i) base salary, (ii) STI opportunity for an annual performance-based cash award, and (iii) LTI opportunity consisting of 50% RSUs that vest ratably over three years and 50% equity-based performance awards (a combination of PSUs and PPSUs) that cliff vest at the end of a three-year performance period if the Company achieves the applicable performance metrics. We believe the metrics used for both the STI and the LTI drive stockholder value. The goals for our incentive opportunities are linked to the Company’s financial and strategic business plans, as well as to stockholders through the use of TSR.

By design, “at-risk” pay (incentive pay subject to forfeiture or partial or complete loss of value) comprised approximately 86% of total target compensation for Mr. Pace, our current CEO who was employed at the end of the year, and approximately 60% of total target compensation for the other NEOs who were employed at the end of the year as a group. The charts below reflect the portion of our NEOs’ 2025 total target compensation that is considered at-risk.

Mr. Pace’s pay for performance compensation is provided in his offer letter and covers his initial term of employment of three years. His LTI award for the three years consists of (i) an aggregate grant of 750,000 RSUs comprised of (x) 250,000 RSUs granted in 2025, which shall vest in full on the first anniversary of the grant date, and (y) 500,000 RSUs to be granted in 2026, which shall vest in two (2) equal installments on each anniversary of the grant date, and (ii) 900,000 PSUs granted in 2025, which have a three year performance award period.

CEO

Other Named Executive Officers

 

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Our pay for performance compensation is further demonstrated in actual 2025 compensation for NEOs:

•

Based upon 2025 performance that exceeded target, our NEOs, including our current CEO, earned 103.96% of target payout under the STI program (prorated where applicable).

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•

Based upon the Company’s achievement of threshold for the three year 2023-2025 PSU performance period, our eligible NEOs earned a payout of 31% of the target award under the LTI plan.

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•

No adjustments were made to in-progress and outstanding STI and LTI awards.

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•

The 2025 LTI award granted to our NEOs, other than our CEO, links a substantial portion of their compensation directly to shareholder return, with 50% comprised of equity-based performance awards (a combination of PSUs and PPSUs) that vest based on Relative TSR and are completely at risk and subject to a capped payout if Company TSR is negative following a three year 2024-2026 PSU performance cycle.

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ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Base Salary

Base salary provides a minimum level of remuneration to NEOs for their efforts. The Compensation Committee sets base salaries for our executives to reflect the scope of each executive’s responsibilities, experience, and performance. The Compensation Committee reviews base salaries annually as part of the benchmarking process and adjusts them from time to time to account for relevant factors such as peer compensation practices, market competitiveness, the Company’s performance, individual contributions, tenure and growth in roles, retention, and internal equity. The Compensation Committee also considers the CEO’s evaluation of each executive’s performance and reviews the CEO’s salary recommendations for our executives.

Incentive-Based Compensation

Short-Term Incentive Opportunity. Our STI is an annual performance-based cash incentive that is intended to reward certain employees, including NEOs, for achieving annual financial performance and strategic goals that drive long-term, sustained creation of stockholder value. The Compensation Committee determines the STI opportunity and goals with reference to the annual portion of our multi-year strategic plan. The annual performance measures are financial-based measures and strategic objectives that the Compensation Committee believes are aligned with our strategy. The Compensation Committee continually evaluates the measures against which we gauge our performance and may incorporate additional or alternative metrics to incentivize executives to achieve appropriate performance targets and respond to industry changes or market forces.

The Compensation Committee approves payouts earned under the STI after reviewing actual results following the end of the year. The corresponding dollar payout value varies up or down depending on the actual performance level versus threshold, target, and maximum goals that are set at the beginning of the year. The Compensation Committee sets the payout ranges each year based on performance expectations and other factors. We believe our performance goals require “stretch” achievement and encourage superior performance. No payouts are earned if the threshold goals are not achieved. The Compensation Committee may also use various factors to exercise negative discretion when evaluating performance for purposes of awarding annual incentive compensation.

Long-Term Incentive Opportunity. Our LTI consists of annual equity-based incentive awards designed to reward longer-term objectives over a period of several years and increase stockholder value, as well as to promote retention. The Compensation Committee determines the LTI grants for the executive officers, including the NEOs, by reviewing peer group market data analysis from its compensation consultant, impact of share usage and affordability, internal equity, and recommendations from the CEO, among other factors. The annual LTI opportunity for NEOs consists of a mix of time-based and performance-based incentive awards. The time-based awards typically vest annually over three years, and the performance-based awards typically cliff vest at the end of a three-year performance period if the Company achieves the applicable performance metrics.

Employee Benefits

We also provide certain other customary retirement and health and welfare benefits and other ancillary compensation to executives, including a 401(k) match, which are generally in line with those offered to other groups of our employees, and which comprise a modest portion of our NEO’s compensation.

Modest Perquisites

We offer a limited number of modest perquisites to our NEOs, including a phone allowance and in-restaurant meal discounts. In addition, where appropriate, we offer usual and customary relocation expense reimbursements including related tax reimbursements on relocation. We review the perquisites we offer to our executives and compare them to those offered by our competitors from time to time.

 

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Other Awards

On occasion, the Compensation Committee may provide cash or equity sign-on bonuses or inducement grants to NEOs as a material component of a new hire’s employment compensation. These awards are intended to attract talented, experienced executives to join and remain with the Company. Generally, these awards are used to incentivize candidates to leave their current employers or to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers.

SUMMARY OF 2025 COMPENSATION ACTIVITY

Base Salary

NEO base salaries for 2025 and 2024 are set forth below (amounts are annualized for partial service years). As shown below, the Compensation Committee made year over year market adjustments to the base salary of our former Chief Financial Officer and our Chief Legal Officer to align with the market of the peer benchmarking group and based on individual performance and the recommendation of the CEO and advice from the compensation consultant. The Compensation Committee did not make year-over-year adjustments to the base salary of our other NEOs.

(1)

As an independent contractor, Christopher Meyer receives a fee at a rate of $20,000 per week.

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Incentive-Based Compensation

Short-Term Incentive Opportunity. Our STI is an annual performance-based cash incentive. Under the 2025 STI, NEOs were eligible to receive a cash incentive equal to a percentage of their annual base salary if certain performance measures were met. The STI was based on the following two performance measures: Adjusted EBITDA (85% weight) and Comparable Guest Traffic (15% weight).

Adjusted EBITDA (85% weight). The Adjusted EBITDA performance measure consists of earnings before interest, taxes, depreciation, and amortization (“EBITDA”), which may be adjusted in accordance with the 2024 Plan to remove the effect of any one or more of the following: equity compensation expense under ASC 718; accelerated amortization of acquired technology and intangibles; asset write-downs; litigation or claim judgments or settlements; changes in or provisions under tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; discontinued operations; restaurant closure costs; executive transition costs; acquisition and dispositions; a material change in planned capital expenditures; and any items that are unusual in nature, non-recurring, or infrequent in occurrence and is referred to herein as “Adjusted EBITDA.” Please see our annual report on Form 10-K for the fiscal year ended December 28, 2025 for a description of Adjusted EBITDA, a non-GAAP measure, and reconciliation to net income (loss).

The Compensation Committee selected Adjusted EBITDA as a measure because it captures our operating results without reflecting the impact of decisions related to our growth, non-operating factors, and other matters. The Compensation Committee believes the 2025 Adjusted EBITDA goals were rigorous and demonstrated our commitment to a pay for performance philosophy.

 

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Potential payout amounts for the Adjusted EBITDA metric under the 2025 STI ranged from 0% to 200% of the executive’s target opportunity based on achievement as shown in the tables below. Payouts for performance between minimum, target, and maximum are calculated by linear interpolation.

Comparable Guest Traffic (15% weight). Comparable Guest Traffic is the total guest count of comparable restaurants over the prior year. Guest counts are measured by number of entrees sold where each entrée sold equates to one guest. Some variations are made for pizza and appetizer sales where certain pizza sales will equate to more than one guest and certain appetizer sales (wings) are counted as an entree. This measure of guest traffic is consistent year over year. The 2025 performance target was for Q3 through Q4 comparable guest traffic of flat-to-positive over Q3 through Q4 of fiscal 2024.

There were four potential payout amounts for the Comparable Guest Traffic metric under the 2025 STI ranged from 0% to 200% of the executive’s target opportunity based on achievement as shown in the table below.

Short Term Incentive Actual Payout. In 2025, the Company achieved 104.46% of the Adjusted EBITDA target of $66.8 million, resulting in an award of 122.3% of the Adjusted EBITDA performance measure (85% weight). The Company’s Comparable Guest Traffic count was below the minimum performance level, resulting in an award of 0% of the Guest Traffic performance measure (15% weight). The combined performance achievement of Adjusted EBITDA and Comparable Guest Traffic resulted in an STI award equal to 103.96% of the total target STI.

Each of our NEOs have a target annual incentive opportunity expressed as a percentage of the executive’s salary and is set based on, among other factors, market and peer comparisons, and internal equity. The target and actual amounts of our annual performance-based cash incentives paid to our NEOs in February 2026 for 2025 performance are as follows:

 

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(1)

Mr. Pace’s target STI opportunity for 2025 was set at $1,125,000, pursuant to his offer letter dated April 24, 2025.

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(2)

Mr. Hart’s separation and transition agreement specified that his severance would include a prorated STI payout for 2025, if earned by the Company. He received a prorated STI payout (41.37%) as part of his severance based on the predetermined date of May 31, 2025.

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(3)

As an independent contractor, Mr. Meyer does not have an annualized salary or participate in the Company’s STI plan.

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(4)

Mr. Griffith received a prorated STI payout based on his promotion date from SVP, Operations (84.6% prorated) to Chief Operations Officer (15.4% prorated) on November 3, 2025, at which time his annual salary was increased from $400K to $425K and his target bonus was increased from 60% to 65%.

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(5)

Ms. Kassem received a prorated STI payout (28.85%) based on her hire date of September 15, 2025.

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(6)

Ms. Spuler’s separation agreement specified that her severance would include a prorated STI payout for 2025, if earned by the Company. She received a prorated STI payout (64.30%) as part of her severance based on her date of termination of August 20, 2025.

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Additionally, the Compensation Committee approved an additional $50,000 “operations kicker” component of the STI payout for Mr. Griffith in 2025. The Company provided Mr. Griffith with this incentive opportunity while he was serving as SVP, Operations prior to his appointment as Chief Operations Officer. Under the “operations kicker,” Mr. Griffith could receive an additional $50,000 upon achievement of certain restaurant labor expense, restaurant level operating profit, and dine-in customer satisfaction targets during 2025. Mr. Griffith achieved all three metrics and received this bonus, which was paid in February 2026 in addition to, and alongside the annual STI amount earned in fiscal 2025.

2025 Long-Term Incentive Opportunity. The 2025 annual LTI grants made to our NEOs consisted of 50% payable in RSUs granted on March 24, 2025 and 50% payable in equity-based performance awards (a combination of PSUs granted on May 22, 2025 and PPSUs granted on June 23, 2025). The chart below sets forth the 2025 target LTI award values for each of our NEOs:

 

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(1)

Pursuant to Mr. Pace’s offer letter, in 2025 he received an award of 250,000 RSUs that will vest in full on the first anniversary of the grant date and 900,000 PSUs that are subject to a three year performance period ending on December 26, 2027 that will vest upon only upon the achievement of performance metrics (share price hurdles, and if the share price hurdles are not met, then the achievement of Relative TSR).

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(2)

Mr. Hart’s 2025 LTI grants were forfeited pursuant to his separation and transition agreement.

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(3)

As an independent contractor, Mr. Meyer does not participate in the Company’s LTI plan.

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(4)

Mr. Wilson’s 2025 LTI grants were forfeited as of his termination date.

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(5)

Mr. Griffith’s 2025 LTI target and award was determined based on his then role as SVP, Operations. Upon promotion to Chief Operations Officer, Mr. Griffith’s LTI target was increased to 70%, which will be reflected in his annual 2026 LTI award.

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(6)

Ms. Kassem did not participate in the LTI plan in fiscal 2025. Instead, she received a one-time sign-on award of 23,407 RSUs that will vest in substantially equal annual installments on the first and second anniversaries of the grant date and a one-time sign-on award of 7,680 RSUs that will vest on the first anniversary of the grant date. Pursuant to her employment agreement, beginning in fiscal 2026 her target LTI award value will be 70% of target.

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(7)

Ms. Spuler’s 2025 LTI grants were forfeited pursuant to her separation agreement.

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Except as noted above for Mr. Pace, Mr. Griffith, and Ms. Kassem, the amounts listed in the table above represent the target intended value of the grant. Amounts may differ from the accounting values provided in the Summary Compensation Table below primarily due to our use of a 30-day average share price for purposes of converting the target dollar amounts into the number of shares subject to each grant. See the Grants of Plan-Based Awards table for the number of shares underlying the 2025 grants of RSUs and PSUs for our NEOs.

Time-Based Restricted Stock Units. The RSUs granted in 2025 vest ratably over three years on each anniversary of the date of grant, which is designed to encourage retention and align incentives with longer-term value creation for stockholders.

Performance-Based Restricted Stock Units. The PSUs granted as part of the 2025-2027 LTI grants have relative TSR as the performance metric and a three-year performance period. If the Company’s TSR is negative for the performance period, the maximum payout will be capped at the target grant amount regardless of relative outperformance to the peer group. The potential payout amounts ranged from 0% to 200% of the executive’s target opportunity based on TSR performance relative to the peer group, as shown in the table below. Payouts for performance between minimum, target, and maximum are calculated by linear interpolation.

Phantom Performance-Based Restricted Stock Units. The PPSU’s are denominated in units that track the price of our stock in the same manner as the PSUs, using relative TSR as the performance metric and a three-year performance period from 2025-2027 with the same payout scale as described above. The Company introduced PPSUs for the first time due to a lack of available shares under the 2024 Plan. The PPSUs can be settled in stock or cash at the discretion of the Company. If at the time of vesting, the Company determines that sufficient shares are not available or that share settlement would not be appropriate, the Company may, in its discretion, settle the earned PPSUs in cash in accordance with the award agreement.

 

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2023-2025 Long-Term Performance-Based Incentives. At the end of 2025, the Company completed a three-year performance cycle for the long-term incentive portion of the LTI plan. The performance period covered fiscal years 2023 through 2025, and the amount payable in respect of that cycle was based on the Company’s TSR relative to a 14-company performance peer group. This 14-company performance peer group became an 11-company peer group, as two of the peer companies, Fiesta Restaurant Group and Ruth’s Hospitality, were acquired in 2023, and a third peer company, Chuy’s Holdings, Inc., was acquired in 2024. Relative TSR is a key metric to measure management performance to create stockholder value. We believe this chosen metric supports our management team’s alignment with stockholders. Further, we believe the below target payouts demonstrate our commitment to a pay for performance philosophy. During the three-year performance period commencing on March 20, 2023 and ending on December 28, 2025, a payout of 31% of the target award was earned due to the relative performance of the Company, which is the 27th percentile of the peer group, as reflected in the tables below.

Beginning Stock Price: 30-day average on 03/20/2023

Ending Stock Price: 30-day average stock price on 12/28/2025

 

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Deductibility of Executive Compensation

The Compensation Committee considers the tax impacts of material elements of our executive compensation program. These factors alone do not drive our compensation decisions, but rather they are considered along with other factors such as the cash and non-cash impact of the program, and whether the program is consistent with our compensation objectives. Historically, the Compensation Committee had generally structured our executive compensation in a manner designed to qualify for deductibility under the performance-based compensation exception from the limitation otherwise applicable under Section 162(m) of the Internal Revenue Code. The performance-based compensation exception has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs in excess of $1 million is generally not deductible. Due to ambiguities and uncertainties in the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of potential transition relief under the legislation repealing Section 162(m)’s exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, while we consider deductibility as one factor in determining executive compensation, in some cases we may decide it is either not possible or desirable to satisfy all of the conditions of Section 162(m) for deductibility and still meet our compensation needs. Accordingly, we may pay compensation that is not deductible under Section 162(m) from time to time.

 

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GOVERNANCE OF EXECUTIVE COMPENSATION

✓

Pay for performance-focused executive compensation structure, with a significant portion of pay “at-risk”

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✓

Independent Compensation Committee approves executive compensation structure and performance goals

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✓

Independent compensation consultant advises the Compensation Committee

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✓

Payouts under our annual and long-term incentive compensation plans are capped

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✓

Long-term incentives feature multiple components; performance is measured over multi-year periods with value dependent on share price as compared to a group of key competitors; payouts are capped if TSR is negative

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✓

Double trigger required for cash severance and equity vesting upon change in control (other than certain performance awards)

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Meaningful stock ownership guidelines for executives and Board members

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Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors

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Clawback policy for the return of incentive-based compensation in the event of a financial restatement

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Limited perquisites

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No incentivizing of short-term results to the detriment of long-term goals and results

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Compensation practices are appropriately structured to avoid incentivizing excessive risk taking

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No excise tax gross ups for change in control related situations

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No repricing of underwater options without stockholder approval

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Executive Stock Ownership Guidelines

The Compensation Committee believes that executive stock ownership requirements increase alignment of executive interests with those of stockholders with respect to long-term ownership risk. The guidelines require executive officers to achieve during the term of the executive’s employment a dollar value of Company’s securities based on a multiple of base salary. The current ownership guidelines require our CEO to own five times base salary and our other executive officers to own three times base salary. Pursuant to the guidelines, the value of the executive’s holdings is based on the value of Company securities held, which is calculated using the 30-day average share price of the Company’s common stock. Equity owned of record or beneficially, including RSUs, earned but unvested PSUs, and vested in-the-money options, are credited toward the guidelines. The executive officers have five years to achieve the guidelines from their effective date of employment or promotion date. An executive officer may receive additional time to achieve their minimum requirement if the officer’s requirement is increased, calculated based on the additional incremental amount, and the Compensation Committee may otherwise exercise discretion in extending the time for compliance in other circumstances. As of the annual measurement date, all NEOs were in compliance or on track to be in compliance with the guidelines or have not sold any of their award shares during their tenure as an executive.

 

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Compensation Clawback Policy

In 2023, the Board adopted a clawback policy in accordance with Nasdaq Listing Rule 5608 regarding recovery of erroneously awarded compensation. This policy requires the Company’s executive officers and certain other key employees to return incentive-based compensation, including equity and cash awards, paid to them in the event of any accounting restatement due to the Company’s material non-compliance with financial reporting requirements under applicable securities laws. In the event of such accounting restatement, the Company will recover, in accordance with the policy, the amount of incentive-based compensation received by the individual that exceeds the amount of incentive-based compensation that otherwise would have been received by the individual had it been determined based on the restated amounts.

Anti-Hedging Policy

Executive officers and directors are prohibited from engaging in any hedging transactions with respect to the Company’s securities, including, without limitation, through the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds.

Anti-Pledging Policy

Executive officers and directors are prohibited from making pledges of Company securities as collateral for a loan or otherwise holding Company securities in a margin account.

Insider Trading Policy

The Company has an Insider Trading Policy that governs the purchase, sale and other transactions of the Company’s securities by directors, officers and other covered persons. The Insider Trading Policy is designed to promote compliance with the securities laws, to prevent insider trading or even the appearance of insider trading, to establish a process for trading in Company securities, and to promote integrity and ethical conduct by the Company and those covered by the Insider Trading Policy. The Insider Trading Policy requires persons covered by the policy and their family members to obtain pre-clearance prior to engaging in any transactions of Company securities. The Insider Trading Policy also prohibits a non-employee director and executive officer from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

Executive Employment Agreements

The Company is or was a party to an employment agreement or offer letter with each of our NEOs, as described below under “Executive Employment Agreements.” These agreements provide for or provided for severance payments upon certain terminations of employment. The Compensation Committee believes the terms of these executive employment agreements together with the Executive Severance Plan (as defined below) are in line with market standards and are an important means to allow management to continue to focus on running the business of the Company in the event of a pending or actual change in control event or other event potentially affecting their employment. More detailed information concerning these severance payments appears below under the caption “Potential Payments upon Termination or Change in Control.”

 

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2025 EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by (i) all individuals who served as our principal executive officer or principal financial officer during fiscal year 2025, (ii) our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2025, (iii) and one former executive officer who would have been one of the three other most highly compensated executive officers except that she was not serving in such capacity at the end of fiscal year 2025 (collectively, the named executive officers or “NEOs”), for fiscal years 2023 through 2025: