Anddria Varnado
RED ROBIN GOURMET BURGERSAbout Anddria Varnado
Anddria Varnado (age 39) is an independent director of Red Robin Gourmet Burgers, Inc. and serves as Chair of the Compensation Committee and a member of the Nominating & Governance Committee; she joined Red Robin’s board in March 2021 and is currently GM and Head of the Consumer Business at Kohler Company (since 2020) . Her education includes a B.A. in Business Administration from Clark Atlanta University and an MBA from Harvard Business School, with career experience spanning strategy, business development, and consumer channels at Macy’s and Williams-Sonoma, plus prior consulting, product development, and corporate banking roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohler Company | GM & Head of Consumer Business (Executive Mgmt Team) | 2020–present | Led consumer channels, store development/expansion, ecommerce sales |
| Macy’s | VP, Strategy & Business Development | 2019–2020 | Responsible for strategic evaluation, transformation and innovation |
| Williams‑Sonoma | VP & Head of Strategy & Business Development; Executive Team Leadership | 2016–2019 | Directly responsible for M&A, new business and brand development across portfolio |
| Various prior roles | Management consultant; product development; corporate banking | Not dated | Strategy, product and finance exposure |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Columbia Banking System, Inc. (f/k/a Umpqua Holdings) | Director | 2018–present | Committees not disclosed in RRGB proxy |
Board Governance
- Committee memberships: Compensation Committee (Chair, effective April 24, 2025) and Nominating & Governance Committee (member) .
- Independence: Red Robin’s board is 88.9% independent; all committee members are independent (Varnado is independent) .
- Attendance and engagement: Board met 15 times in 2024; incumbent directors attended over 95% of combined Board and applicable committee meetings; committees regularly meet in executive session without management .
- Governance posture: Independent board chair, declassified board, majority voting in uncontested elections, proxy access, clawback, anti‑hedging/pledging, and regular director education and evaluations .
Fixed Compensation
| Component | Detail | Varnado 2024 Amount |
|---|---|---|
| Annual cash retainer | Non‑employee director retainer | $75,000 |
| Committee chair fees | Audit $25,000; Compensation $17,500; Nominating & Governance $12,500; Finance $12,500; Board Chair $95,000 | Not applicable to Varnado in 2024 (Comp Chair effective Apr 24, 2025) |
| Equity (RSUs) | Annual grant targeted at ~$120,000; vest on later of 50 weeks post‑grant or next annual meeting | $110,965 grant-date fair value; 16,415 RSUs granted in May 2024 |
| Total 2024 director compensation | Cash + equity | $185,965 |
Director stock ownership guidelines: 5× annual cash retainer ($375,000 cost basis) with 5-year compliance window; RSUs and vested in‑the‑money options count; directors were in compliance or on track as of the measurement date .
Performance Compensation
| Award Type | Performance Metric | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None (time‑based) | Vest on later of 50 weeks post‑grant or next annual meeting | No stock options for directors since 2016; annual grant targeted at ~$120,000 |
No director performance metrics or PSUs disclosed; performance‑based incentives apply to executives, not directors .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlocks |
|---|---|---|---|
| Columbia Banking System, Inc. | Public | Director | No Red Robin supplier/customer/conflict interlock disclosed |
- Limits on outside boards: Red Robin guidelines limit directors to ≤4 public boards, ≤3 audit committees; Varnado’s disclosed outside service (Columbia Banking System) is within limits .
- Activist investors and board additions: Cooperation Agreement with JCP Investment Management and Jumana Capital added two independent directors; not tied to Varnado .
Expertise & Qualifications
- Technology strategy, business transformation, marketing/consumer insights, accounting/financial expertise, M&A, and governance; board skills matrix shows Varnado brings breadth across tech, consumer, and finance domains .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Shares owned directly | 22,568 | As of April 11, 2025 |
| RSUs outstanding (vest within 60 days) | 16,415 | Director RSUs, May 2024 grant |
| Total beneficial ownership | 38,983 | “*” indicates <1% of shares outstanding |
| Options | None | Company has not used director options since 2016 |
| Hedging/Pledging | Prohibited | Formal policy for directors and executives |
Governance Assessment
- Strengths: Independent status; Compensation Committee leadership (effective April 24, 2025) positions Varnado at the center of pay‑for‑performance oversight; high board attendance; strong governance framework (proxy access, majority voting, clawback, anti‑hedging/pledging) that supports investor alignment .
- Compensation alignment: Director pay is standard for small‑cap casual dining peers—$75k cash retainer plus ~$120k targeted RSUs—with meaningful ownership guidelines (5× retainer) encouraging skin‑in‑the‑game; Varnado’s 2024 mix was ~40% cash/~60% equity by fair value .
- Potential conflicts/RED FLAGS: None disclosed specific to Varnado (no related‑party transactions, pledging, or hedging); Audit Committee reviews/approves related‑party transactions; Cooperation Agreement with JCP/Jumana is board‑level context, not a Varnado conflict .
- Shareholder sentiment: Executive say‑on‑pay support was >86% in 2024; board governance proposals in 2025 aim to enhance investor protections (officer exculpation with limits; eliminating supermajority vote requirements), reflecting responsiveness to governance best practices .
Overall, Varnado’s role as Comp Committee Chair plus consumer/technology expertise strengthens board effectiveness in human capital and customer strategy oversight; no material conflict signals disclosed and equity ownership guidelines support alignment with investors .