Nicole Miller Regan
RED ROBIN GOURMET BURGERSAbout Nicole Miller Regan
Independent director of Red Robin Gourmet Burgers, Inc. (RRGB) since August 2023; age 50. Currently Chief Strategy Officer at 7 Brew, and previously its Chief Financial Officer (2022–2023). Earlier, she spent 2006–2022 as managing director/senior restaurant analyst and head of the consumer equity research practice at Piper Sandler. Education: B.A., College of St. Benedict; M.B.A., Tulane University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 7 Brew | Chief Strategy Officer (current) | Current | Strategy leadership at a fast-growing, predominantly franchised drive‑thru beverage concept . |
| 7 Brew | Chief Financial Officer | 2022–2023 | Managed accounting/financial functions during early scaling . |
| Piper Sandler | Managing Director/Senior Restaurant Analyst; Head of Consumer Equity Research | 2006–2022 | Led coverage across restaurants and hospitality; deep due diligence experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tacombi | Board/Advisor (Other Board Service) | 2023–present | Private restaurant brand . |
| Culinary Institute of America | Board/Advisor (Other Board Service) | 2020–present | Non‑profit academic institution . |
| Legatus, New Orleans Chapter | Board/Advisor (Other Board Service) | 2024–present | Non‑profit association . |
Board Governance
- Independence: Board determined she is independent; 88.9% of the board is independent (all but CEO) .
- Committees: Audit Committee (member); Finance Committee (member). Audit Committee held 9 meetings in 2024; Finance Committee held 14 meetings in 2024 .
- Committee chairs: Audit Committee chaired by Steven K. Lumpkin; Finance Committee chaired by Thomas G. Conforti .
- Attendance: Incumbent directors attended over 95% of combined total Board and applicable committee meetings in 2024; all standing for re‑election at the 2024 annual meeting attended that meeting .
- Board structure: Declassified, independent Chair (separate from CEO); regular executive sessions without management .
- Stockholder-aligned policies: Proxy access (adopted 2023), anti‑hedging/anti‑pledging, majority voting in uncontested elections .
Fixed Compensation (Director)
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non‑employee director retainer; no 2024 changes to the director program . |
| Committee/Chair fees | $0 | Not a committee chair; chair retainers: Audit $25,000; Comp $17,500; NGC $12,500; Finance $12,500 . |
| Meal discounts | — | Eligible on same basis as other senior leaders . |
2024 total director compensation: $185,965 (Cash $75,000; Stock awards $110,965) .
Performance Compensation (Director)
| Component | Structure | 2024 Detail | Vesting |
|---|---|---|---|
| Equity – RSUs | Time-based; annual grant target ≈ $120,000 | Granted 16,415 RSUs in May 2024 (grant-date fair value $110,965 using $6.76 closing price; shares determined using 30‑day avg price $7.31) . | Vest in full at the later of 50 weeks from grant or the next annual meeting . |
Note: Directors do not receive performance‑conditioned equity; options have not been used for directors since 2016 .
Other Directorships & Interlocks
- No current public company directorships disclosed. Other board service at Tacombi, Culinary Institute of America, and Legatus (New Orleans Chapter) .
- No disclosed interlocks with RRGB competitors, suppliers, or customers; no compensation committee interlocks involving Nicole (committee interlocks section lists others) .
Expertise & Qualifications
- Board skills matrix indicates strengths in accounting/financial expertise, business transformation, technology strategy, marketing/consumer insights, M&A, and governance .
- Biography highlights CFO/strategy leadership at 7 Brew and 16 years covering restaurants at Piper Sandler, adding sector due diligence and financial acumen to Audit and Finance committee work .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 23,738 | April 11, 2025 | 7,323 shares held directly + 16,415 RSUs vesting within 60 days counted as beneficial ownership . |
| RSUs outstanding (FY-end) | 16,415 | Dec 29, 2024 | Director RSUs not yet vested at FY 2024 . |
| Options | None | — | Company has not used director options since 2016 . |
| Ownership guidelines | 5x annual cash retainer ($375,000) | Policy | Directors have 5 years to meet; all directors in compliance or on track as of annual measurement . |
| Hedging/Pledging | Prohibited | Policy | Applies to directors and executive officers . |
Insider Trades (Form 4)
| Date (Trade) | Effective Date | Type | Shares | Source |
|---|---|---|---|---|
| 2025-05-23 | 2025-05-22 | Award (Director RSUs) | 41,379 | https://ir.redrobin.com/sec-filings/all-sec-filings/content/0001415889-25-014545/0001415889-25-014545.pdf |
| 2024-05-28 | 2024-05-23 | Award (Director RSUs) | 16,415 | https://ir.redrobin.com/sec-filings/all-sec-filings/content/0001415889-24-014680/form4-05282024_080522.html |
| 2023-08-29 | 2023-08-25 | Award (Director RSUs) | 7,323 | https://ir.redrobin.com/sec-filings/all-sec-filings/content/0001415889-23-012782/0001415889-23-012782.pdf |
Governance Assessment
-
Strengths
- Independent director with Audit and Finance committee service; board identifies financial/accounting expertise and governance skills in skills matrix .
- High engagement: board-wide >95% attendance in 2024; committees meet regularly in executive sessions without management .
- Alignment mechanisms: meaningful director ownership guideline (5x retainer) and time-based RSU grants; anti‑hedging/anti‑pledging policy in place .
- No related‑party transactions disclosed involving Nicole; board funnels related‑party reviews through the Audit Committee .
-
Watch items / potential conflicts
- External executive role at 7 Brew (private beverage concept). No RRGB related‑party transactions disclosed; continue to monitor for any business dealings that could require Audit Committee review .
- Activist context: late‑2024 Cooperation Agreement brought two investor‑affiliated directors to RRGB; board dynamics and Finance Committee oversight remain central, but Nicole is not party to that agreement .
-
Compensation/governance backdrop
- Non‑employee director program: cash retainer $75k plus ≈$120k in RSUs; no meeting fees and no options; program unchanged in 2024 .
- Company governance moves in 2025 proxy include proposals to eliminate supermajority voting and adopt officer exculpation; board remains declassified with independent Chair—construction consistent with best‑practice posture .
Appendix: Board/Committee Reference
- Audit Committee members (2024): Lumpkin (Chair), Conforti, Miller Regan; 9 meetings .
- Finance Committee members (2024): Conforti (Chair), Lumpkin, Martin, Pappas, Miller Regan; 14 meetings .
- Independence: All committee members are independent under SEC/Nasdaq rules .
- Director nominee summary lists Nicole as independent; committees: Audit, Finance .