Christopher Martin

About Christopher Martin

Christopher Martin, 40, has served as an independent director of Red Robin (RRGB) since December 2024 pursuant to a Cooperation Agreement with activist investors JCP Investment Management and Jumana Capital. He is Managing Director of Jumana Capital, holds an M.B.A. from the University of Texas at Austin and a B.B.A. from Texas Christian University, and brings corporate finance, business transformation, and investment execution experience from roles at Hastings Equity Partners, Specialty Welding & Turnarounds (CFO), and Simmons & Company (Piper Sandler) . He is deemed independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Independent director; Board is 88.9% independent; all committee members are independent .
• Committee assignments: Finance Committee (member) and Nominating & Governance Committee (member) .
• Committee activity (2024): Finance Committee held 14 meetings; Nominating & Governance held 5 meetings .
• Attendance: Each current director who served in 2024 attended over 95% of aggregate Board and applicable committee meetings .
• Leadership: Independent Chair; regular executive sessions at Board and committees .
• Risk oversight: Finance Committee oversees capital structure, liquidity, M&A, capital allocation, and extraordinary stockholder engagement—areas directly relevant to JCP/Jumana involvement .

Fixed Compensation

• Structure: Annual cash retainer $75,000 for non‑employee directors; additional chair retainers: Board Chair $95,000; Audit Chair $25,000; Compensation Chair $17,500; Nominating & Governance Chair $12,500; Finance Chair $12,500. Directors also receive an annual RSU grant targeted at $120,000 grant-date value; directors are eligible for meal discounts .
• 2024 actuals (partial year): Martin received prorated cash fees and a prorated equity grant upon his December 2024 appointment .

Performance Compensation

• Equity vehicle: Time-based RSUs; company has not used stock options for non‑employee directors since 2016 .
• 2024 grant mechanics: Target $120,000 divided by 30‑day average price to determine units; May 2024 grants used $7.31 average and $6.76 closing price, while December 2024 appointees (including Martin) used $5.32 30‑day average and $5.41 closing price; vest in full on the later of 50 weeks after grant and the next annual meeting .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Martin .
• Investor affiliation/interlock: Martin was appointed under a Cooperation Agreement with JCP and Jumana; he serves as Manager of Jumana Capital Investments LLC. JCP and Jumana collectively owned ~19.60% of RRGB as of April 11, 2025 (3,475,574 shares). Martin disclaims beneficial ownership of 1,614,906 shares held by Jumana Capital except to the extent of his pecuniary interest .

Expertise & Qualifications

• Corporate finance and investment strategy; business transformation; M&A .
• Skills matrix indicates Accounting/Financial Expertise, Business Transformation, and M&A Experience among his competencies .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with finance/turnaround skill set aligned to RRGB’s ongoing capital structure and transformation agenda; serves on Finance and Nominating & Governance—both material to shareholder alignment and board refreshment .
  • High board engagement: 2024 attendance >95% for current directors; robust executive sessions; independent chair; strong governance features (majority voting, proxy access, clawback) .
  • Director pay structure is balanced with meaningful equity (RSUs), time-based vesting through next annual meeting promotes near-term alignment; no director options since 2016 .

• Potential conflicts/RED FLAGS:

  • Activist-linked appointment and significant shareholder affiliation: Martin (Jumana) and Pappas (JCP) joined under a Cooperation Agreement; JCP+Jumana collectively own ~19.60%. Martin disclaims beneficial ownership of Jumana’s 1.61M shares but remains affiliated as Manager—creates perceived influence channel, particularly as he sits on the Finance Committee overseeing capital structure and “extraordinary stockholder engagement” .
  • Related-party oversight: Company states Audit Committee reviews any related‑party transactions for fairness; continued monitoring warranted given the Cooperation and Equity Purchase Agreements and board representation by significant shareholders .

• Shareholder sentiment:

  • Say-on-pay support remained solid (over 86% in 2024), suggesting broader investor confidence in governance/compensation alignment during an activist engagement period .

Overall: Martin adds financially sophisticated, investor-minded oversight; however, his activist affiliation and Finance Committee role merit ongoing scrutiny for potential conflict optics. Anti-hedging/pledging policies, ownership guidelines, and independent committee structures partially mitigate these risks .