Bradley Chhay
RCI HOSPITALITY HOLDINGSAbout Bradley Chhay
Bradley Chhay, age 40, is Chief Financial Officer of RCI Hospitality Holdings (RICK), appointed September 14, 2020. He is a CPA, CFE, and CISA with prior roles at Deloitte, Live Nation, RigNet, and as a controller/CFO in restaurant operations; at RCI he led ERP migration and strengthened audit/SEC reporting functions . Company performance context: RICK’s TSR index values were 217.81 (2024), 296.39 (2023), 319.02 (2022), 336.19 (2021), with Net Income of $3.0M (2024) and $29.1M (2023), and Free Cash Flow of $48.4M (2024) and $53.2M (2023); the company-selected measure is FCF . Compensation mix is predominantly fixed salary; aside from 2022 stock options, there have been no stock-based awards since 2014, and no long-term performance plans tied to stock price or financial metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Auditor | 2007–2009 | Foundation in external audit |
| Live Nation Entertainment, Inc. | Internal Audit Senior; IT Auditor; Senior Fraud Auditor | 2009–2013 | Strengthened internal controls, IT audit, and fraud auditing in a complex, public company environment |
| RigNet, Inc. (Houston) | Audit Supervisor; Global ERP Project Lead | 2013–2015 | Led ERP initiatives and audit in a public digital technology firm |
| Private multi-unit restaurant chain | CFO (briefly) | 2015 | Operational finance leadership in restaurants |
| RCI Hospitality Holdings | Controller | 2015–2020 | Led company’s ERP upgrade; enhanced audit and SEC reporting |
| RCI Hospitality Holdings | Chief Financial Officer | 2020–present | Executive finance leadership; compensation largely fixed cash |
External Roles
- No external public-company directorships disclosed; RCI’s director roster does not list Chhay as a director .
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $428,077 | $472,789 | $600,000 |
| Bonus | — | — | — |
| All Other Compensation (details below) | $77,374 | $61,676 | $63,375 |
| Total Compensation | $2,073,951 (incl. 2022 option award FV) | $534,465 | $663,375 |
All Other Compensation breakdown:
- FY 2022: SIMPLE IRA $13,001; Automobile $49,053; Personal Use of Aircraft $7,518; Tax Reimbursement $7,802; Total $77,374 .
- FY 2023: SIMPLE IRA $14,069; Automobile $39,225; Tax Reimbursement $8,382; Total $61,676 .
- FY 2024: SIMPLE IRA $15,884; Automobile $36,267; Tax Reimbursement $11,224; Total $63,375 .
Employment agreement comp terms:
- New two-year employment agreement effective Aug 28, 2023–Aug 31, 2025; annual salary $600,000; includes bonus eligibility, benefits, company auto, access to aircraft per policy, vacation . If terminated without cause or for specified “good reason,” lump-sum severance equals the full remaining amount under the term of the agreement .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Stock Options (grant date 2/9/2022) | None (time-based; no performance metric) | N/A | N/A | Grant-date FV $1,568,500 (reported 2022 SCT) | 50,000 options; strike $100; expire 2/9/2027; vesting schedule not explicitly disclosed; see status tables below |
| Plan-based awards (FY 2023, FY 2024) | N/A | N/A | N/A | No grants in 2023 or 2024 | N/A |
Company policy context:
- No long-term incentive plans tied to stock price or financial measures currently; discretionary bonuses may be awarded but none shown for Chhay in FY 2023–2024 .
Options status (as reported):
| As-of Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 9/30/2023 | 20,000 | 30,000 | $100 | 2/9/2027 |
| 9/30/2024 | 30,000 | 20,000 | $100 | 2/9/2027 |
Activity:
- No option exercises and no stock vested in FY 2023 or FY 2024 .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Jul 3, 2024 | 35,474 | * (<1%) | Includes options currently exercisable into 30,000 shares; includes 1,870 shares in an investment club; Chhay owns ~4.7% of that club |
| Jun 23, 2025 | 43,607 (rounded; actual 43,606.681) | * (<1%) | Includes options currently exercisable into 40,000 shares |
Additional alignment indicators:
- Present disclosure does not indicate any shares pledged as collateral; no mention of hedging policies specific to executives in the cited sections .
- Stock ownership guidelines for executives are not disclosed in the reviewed proxy sections .
Employment Terms
| Term | Detail |
|---|---|
| CFO Appointment | Appointed Sept 14, 2020 |
| Current Employment Agreement | Two-year term starting Aug 28, 2023, ending Aug 31, 2025; annual salary $600,000; bonus eligibility; benefits; company auto; access to aircraft per policy; two weeks vacation |
| Severance | If terminated without cause or if compensation is reduced/not paid or responsibilities materially changed, entitled to one lump-sum payment equal to the full remaining amount under the agreement term |
| Non-compete / Confidentiality | Bound to confidentiality; cannot compete “for a period upon termination”; specific duration/scope not detailed in proxy text |
| Aircraft Personal Use Policy | Amended Aug 28, 2023: up to 100 hours/year for CEO; 48 hours/year for other executives |
| Equity Plans | 2022 Stock Option Plan: 300,000 share pool; options granted at ≥ fair market value; on Feb 9, 2022, 50,000 options approved for each of six management members (includes Chhay) |
Company Pay vs Performance Context
| Year | RICK TSR (Index value of $100) | Net Income (USD) | Free Cash Flow (USD) |
|---|---|---|---|
| 2021 | 336.19 | $30,150,000 | $36,084,000 |
| 2022 | 319.02 | $46,060,000 | $58,911,000 |
| 2023 | 296.39 | $29,100,000 | $53,176,000 |
| 2024 | 217.81 | $3,018,000 | $48,421,000 |
Notes:
- Company-selected measure for pay vs performance is Free Cash Flow .
- Non-PEO NEOs (including Chhay) had average “Compensation Actually Paid” of $429,285 (2024) and $574,022 (2023) per Item 402(v) calculations .
Compensation Structure Analysis
- Shift toward guaranteed pay: Base salary increased to $600,000 under the Aug 2023 agreement; no bonuses reported for FY 2023–2024 .
- Equity risk profile: Single large option grant in 2022 (50,000 options at $100 strike, expiring 2027) with time-based vesting; no RSUs/PSUs; no grants in FY 2023–2024 .
- At-risk pay linkage: Company discloses no long-term performance-based incentive plans; pay not directly aligned to TSR, Net Income, or FCF in presented years .
- Perquisites: Automobile and limited personal aircraft use allowed by policy; Chhay’s aircraft personal-use cost reported in 2022 ($7,518) but not in 2023–2024; perquisites remained modest relative to salary .
Investment Implications
- Alignment and retention: Material fixed cash (salary) and time-based options expiring in 2027 suggest retention through the option horizon; severance as a lump-sum of remaining contract term reduces near-term departure risk but raises termination cost .
- Limited pay-for-performance: Absence of PSUs/RSUs and lack of disclosed performance metrics diminish direct alignment with TSR/financial outcomes; discretionary bonus framework exists but was not utilized in 2023–2024 for Chhay .
- Insider selling pressure: No option exercises or stock vesting in FY 2023–2024; indicates low near-term forced selling from vesting, though broader trading activity would require Form 4 data (attempted retrieval unsuccessful due to system authorization) .
- Ownership: Beneficial ownership remains <1% with increasing exercisable options (30k→40k) between 2024 and 2025; no pledging disclosure observed, which reduces alignment red flags .