Travis Reese
RCI HOSPITALITY HOLDINGSAbout Travis Reese
Travis Reese is Director and Executive Vice President at RCI Hospitality Holdings, Inc. (RICK). He has served on the Board and as EVP since 1999, with operational roles spanning IT systems and creation of the Bombshells Restaurant & Sports Bar concept in 2013; age 55 as disclosed in the company roster . Company performance context during the period includes total shareholder return index values for a $100 investment of 336.19 (2021), 319.02 (2022), 296.39 (2023), and 217.81 (2024), alongside reported Net Income and Free Cash Flow in the pay-versus-performance table . Education is not disclosed in RICK’s proxy or 10-K biography sections .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RCI Hospitality Holdings, Inc. | Executive Vice President | Since 1999 | Oversaw IT; built intranet, permit tracking, incident reporting systems; led technology platforms |
| RCI Hospitality Holdings, Inc. | Director | Since 1999 | Board oversight; industry experience essential to board |
| RCI Hospitality Holdings, Inc. | Concept Creator | 2013 | Created Bombshells Restaurant & Sports Bar concept |
External Roles
No external public company directorships or external roles are disclosed in the proxy or 10-K biographies for Reese .
Fixed Compensation
Multi-year compensation for Travis Reese (NEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 423,077 | 460,000 | 466,635 |
| Bonus ($) | — | 25,000 | — |
| Option Awards ($) | 1,568,500 | — | — |
| All Other Compensation ($) | 66,862 | 51,534 | 48,227 |
| Total ($) | 2,058,439 | 536,534 | 514,862 |
All Other Compensation detail (FY 2024):
| Category | Amount ($) |
|---|---|
| SIMPLE IRA Match | 14,133 |
| Automobile Expenses | 24,400 |
| Personal Use of Aircraft | 3,302 |
| Tax Reimbursement | 6,392 |
| Total | 48,227 |
Employment Agreement (effective Sept 1, 2024):
- Term and Salary: Two-year term (ends Aug 31, 2026); annual salary increased to $575,000 .
- Benefits: Bonus eligibility; expense reimbursement; health benefits; participation in benefit plans; use of company-owned automobile; access to company aircraft per corporate policy; two weeks paid vacation .
- Aircraft Personal Use Policy: 48 hours per year for executive officers; CEO 100 hours; cost treatment described in All Other Compensation footnote .
- Severance: If terminated without cause or if the executive resigns due to reduced pay/material change in responsibilities, lump-sum payment equal to the full remaining amount under the term (no stated salary+bonus multiple) .
- Non-compete and Confidentiality: Non-compete upon termination and confidentiality obligations; clawback, tax gross-up, and change-of-control terms not disclosed .
Performance Compensation
- Equity and Incentives: No long-term incentive plans based on stock price or financial measures currently; stock options granted in FY 2022; discretionary bonuses may be awarded based on individual contribution; no formal annual performance metric framework disclosed .
Option awards and vesting:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 2/9/2022 | 30,000 | 20,000 | 100.00 | 2/9/2027 |
Equity Ownership & Alignment
Beneficial ownership (as of June 23, 2025):
| Holder | Common Stock Owned (#) | Percent of Class | Notes |
|---|---|---|---|
| Travis Reese | 52,671 | * (<1%) | Footnote indicates inclusion of stock options currently exercisable into 40,000 shares |
Vested vs. unvested and option status detail:
| As-of Date | Options Exercisable (#) | Options Unexercisable (#) |
|---|---|---|
| 9/30/2024 (Outstanding awards table) | 30,000 | 20,000 |
| 6/23/2025 (beneficial ownership footnote) | 40,000 | Not specified |
- Ownership guidelines and pledging: No director/executive stock ownership guidelines disclosed; pledging/hedging not disclosed specifically for Reese. Insider Trading Policy exists and applies to directors/officers .
- Director Compensation: Reese, as a management director, received no director fees; independent directors received $50,000 cash in FY 2024; Audit Chair received an additional $10,000 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective/End | Sept 1, 2024 – Aug 31, 2026 |
| Base Salary | $575,000 |
| Bonus Eligibility | Eligible; structure not disclosed |
| Benefits | Auto; aircraft access (48 hours personal use limit for execs); health; participation in benefit plans; 2 weeks vacation |
| Severance | Lump-sum of full remaining amount under term if terminated without cause or resigns for reduced pay/material duty change |
| Non-Compete/Confidentiality | Included |
| Change-of-Control | Not disclosed |
| Clawback | Not disclosed |
| Tax Gross-Ups | Not disclosed; routine tax reimbursement tied to auto fringe benefits included in All Other Compensation |
Board Governance
- Board Service: Director since 1999; management director (not independent) .
- Committees: Audit (Barabash, Martin, Priaulx); Compensation (Barabash, Martin, Lirot, Priaulx); Nominating (Barabash, Martin, Lirot, Priaulx). Reese is not listed as a member of these independent committees .
- Attendance: Board held 11 meetings in FY 2024; no director attended fewer than 75% of meetings/committee meetings .
- Independence/Leadership Structure: CEO Eric Langan also serves as Chairman; no Lead Independent Director; four independent directors; board states structure appropriate given size .
- Director Compensation: Independent directors received cash retainers ($50,000); Audit Chair +$10,000; Reese received no director fees .
Compensation Committee Analysis
- Committee Membership: Yura Barabash, Luke Lirot, Elaine Martin, Arthur Allan Priaulx; all independent .
- Consultant Use: Committee may retain independent advisors; specific consultant engagement not disclosed .
- Interlocks: No compensation committee interlocks or insider participation disclosed .
- Say-on-Pay: 92% approval at Aug 28, 2024 meeting; non-binding advisory vote to approve NEO compensation .
Company Performance Context (Financials)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 183,257,000* | 251,498,000* | 274,745,000* | 276,185,000* |
| EBITDA ($) | 60,145,000* | 84,596,000* | 82,591,000* | 70,702,000* |
Values retrieved from S&P Global.*
Pay vs. Performance reference values (company disclosure):
| Year | RICK TSR (Value of $100 Investment) | Net Income ($) | Free Cash Flow ($) |
|---|---|---|---|
| 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 |
Related Party Transactions and Governance Risk
- Multiple related party arrangements disclosed (e.g., guarantees by CEO, services provided by entities connected to CEO/family members); no transactions specifically involving Reese are disclosed .
- Internal Control Weaknesses and Auditor Change: Material weaknesses identified in FY 2023 and FY 2024; audit firm change to CBIZ CPAs following Marcum’s attest business acquisition; details disclosed in proxy .
- Insider Trading Policy: Applies to directors/officers; Section 16(a) compliance noted, with one late Form 4 by CFO; no late filings noted for Reese .
Equity Ownership & Alignment Signals
- Reese’s beneficial ownership is small relative to outstanding shares (<1%), but includes a sizeable in-the-money potential contingent on stock price via options granted at $100 strike expiring 2027 (30,000 exercisable/20,000 unexercisable at 9/30/2024; footnote later indicates 40,000 exercisable within 60 days as of 6/23/2025) .
- No pledging/hedging disclosures specific to Reese; company maintains an insider trading policy .
- No formal stock ownership guidelines disclosed for executives/directors .
Dual-Role Implications (Officer + Director)
- Reese serves concurrently as EVP and Director, which, combined with the CEO/Chair dual role and absence of a Lead Independent Director, concentrates management influence over the board; mitigated by independent committees and a majority of independent directors .
Investment Implications
- Pay-for-performance alignment is limited: compensation mix is dominated by fixed cash salary; no active long-term, metric-based incentive plan; equity grants have been sparse since 2014 except the 2022 options. This reduces direct linkage between executive pay and financial/stock performance, potentially diluting incentive intensity for multi-year targets .
- Retention risk appears moderated by the two-year employment agreement and unique operating roles (e.g., Bombshells concept leadership), but severance structured as lump-sum for remaining term (not performance-conditioned) could be shareholder-unfriendly if triggered .
- Insider selling pressure: Options expiring in 2027 at $100 strike create a potential exercise window before expiry; no recent option exercises disclosed in FY 2024, and Form 4 activity for Reese was not detailed in proxy—monitor filings for any material insider sales as vesting progresses .
- Governance: CEO is Chairman; no Lead Independent Director; material weaknesses persisted through FY 2024; related party transactions are active (though not involving Reese). These are governance risk factors to weigh against operational execution .
- Performance context: Revenues and EBITDA expanded meaningfully from FY 2021 to FY 2022, then moderated in FY 2023–FY 2024; TSR index values declined in 2023–2024. With limited variable compensation and option strike at $100, alignment to shareholder outcomes may rely more on reputation, role-specific execution, and equity ownership, which is modest for Reese [GetFinancials S&P Global*].
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