Sarah Mussetter
RED ROBIN GOURMET BURGERSAbout Sarah Mussetter
Sarah Mussetter is Chief Legal Officer and Secretary of Red Robin Gourmet Burgers, Inc., appointed in December 2022. She is 46 years old as disclosed in the company’s FY 2024 Form 10-K executive officers section . Her background includes senior in-house legal leadership at Red Robin (Associate General Counsel and Vice President, Deputy General Counsel from 2011–2021), a law firm tenure at Holme Roberts & Owen LLP (now Bryan Cave Leighton Paisner LLP), and SVP Deputy General Counsel at Skillsoft Corp (September 2021–December 2022) . During the 2022–2024 PSU performance cycle, the company’s TSR was −67.4% and ranked at the 14th percentile, resulting in a 0% PSU payout for that cycle, while the 2024 STI paid 26.64% of target with positive relative guest traffic but below-threshold Adjusted EBITDA .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Red Robin Gourmet Burgers, Inc. | Associate General Counsel; Vice President, Deputy General Counsel | 2011–2021 | In-house legal leadership |
| Skillsoft Corp | SVP Deputy General Counsel | 2021–2022 | External corporate legal leadership |
| Holme Roberts & Owen LLP (now Bryan Cave Leighton Paisner LLP) | Attorney | Not disclosed | Law firm experience prior to joining Red Robin |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Skillsoft Corp | SVP Deputy General Counsel | 2021–2022 | Senior legal role |
| Holme Roberts & Owen LLP (now Bryan Cave Leighton Paisner LLP) | Attorney | Not disclosed | Pre–Red Robin law firm role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (annualized) | $410,000 (initial; agreement dated Oct 28, 2022) | $410,000 | $420,000 (effective Mar 1, 2024) |
| Target STI (% of Salary) | 60% | 60% | 60% |
| Actual STI Paid ($) | — | $320,088 | $67,141 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| STI (2024) | Annual Adjusted EBITDA | 60% | 100% of target | 54.91% of target | 0% of target | Paid in cash (2025) |
| STI (2024) | Quarterly Adjusted EBITDA (cumulative) | 25% (6.25% per quarter) | 100% each quarter | Q1: 97.41% → 90.29% payout; Q2–Q4: below threshold | Q1: 90.29%; Q2–Q4: 0% | Paid in cash (2025) |
| STI (2024) | Relative Guest Traffic (Black Box Intelligence benchmark) | 15% | 50th percentile | 60th percentile | 140% of target | Paid in cash (2025) |
| STI (2024) | Overall payout | — | — | — | 26.64% of target | — |
| LTI (2024 grant) | PSUs (Relative TSR vs peer group) | 50% of LTI | 50th percentile → 100% payout | Payout aligns with 2024–2026 TSR; capped at target if TSR negative | 0–200% of target | Cliff vest at end of 3-year period (May 2024–Dec 2026) |
| LTI (2024 grant) | RSUs (time-based) | 50% of LTI | — | — | — | Vest ratably over 3 years from Mar 13, 2024 |
| Prior LTI (2022–2024 cycle) | PSUs (Relative TSR) | — | — | −67.4% TSR; 14th percentile | 0% | Cycle completed (no payout) |
Equity Ownership & Alignment
- Beneficial Ownership: 25,315 shares held directly as of April 11, 2025; less than 1% of outstanding shares .
- Anti-hedging/Anti-pledging: Executives are prohibited from hedging or pledging company securities .
- Executive Stock Ownership Guidelines: 3× base salary for executive officers; 5 years to achieve; all NEOs in compliance or on track .
- Clawback: Nasdaq Rule 5608–compliant clawback policy adopted in 2023 for recovery of erroneously awarded incentive compensation .
| Grant Date | Instrument | Unvested Units | Vesting Terms | Market Value at 12/27/2024 |
|---|---|---|---|---|
| 12/8/2022 | RSUs | 6,345 | Vest 1/3 annually on each anniversary | $34,200 |
| 3/20/2023 | RSUs | 13,299 | Vest 1/3 annually | $71,682 |
| 3/13/2024 | RSUs | 26,438 | Vest 1/3 annually | $142,501 |
| 5/23/2024 | PSUs (threshold reflected) | 30,164 | Cliff vest based on relative TSR at end of 2024–2026 cycle | $162,584 |
| 2024 RSUs vested (activity) | RSUs | 12,995 | Vested in 2024 | $79,957 realized on vest dates |
Employment Terms
- Employment Agreement: Executed October 28, 2022; initial base salary $410,000; STI target 60% of salary; LTI target 105% of salary; $115,000 sign-on bonus (paid in 2022) .
- Inducement Grant: 19,035 RSUs effective December 8, 2022, vesting in three substantially equal annual installments; granted outside the 2017 Plan pursuant to Nasdaq Listing Rule 5635(c) but subject to 2017 Plan terms .
- Restrictive Covenants: Non-disclosure, non-disparagement; 12-month non-compete and non-solicitation following termination .
- Severance (non–change-in-control): If terminated without Cause or resigns for Good Reason, one times base salary paid in installments plus a lump sum pro rata share of target bonus for the year of termination (subject to release) .
- Change-in-Control Treatment: Double-trigger required for cash severance and equity vesting for executives under equity plans; stock-based awards have minimum one-year vesting and specified CIC acceleration mechanics under the 2017/2024 Plans .
| Potential Payments (as of 12/29/2024) | Termination w/o Cause or Resignation w/ Good Reason | With Cause or Resignation w/o Good Reason | Death | Disability | Change in Control |
|---|---|---|---|---|---|
| Salary | $420,000 | — | — | — | — |
| Salary + Annual Incentive | — | — | — | — | $1,344,000 |
| Annual Incentive | $252,000 | $67,141 | $67,141 | $67,141 | $67,141 |
| Health Benefits | — | — | — | — | — |
| Acceleration of RSUs | — | — | — | — | $496,764 |
| Acceleration of PSUs | — | — | $106,819 | $106,819 | $270,109 |
Investment Implications
- Pay-for-performance alignment is tight: 2024 STI paid 26.64% of target with zero payout on Annual Adjusted EBITDA and strong relative guest traffic, and 2022–2024 PSUs paid 0% due to −67.4% TSR and 14th percentile ranking, limiting realized LTI value and reducing near-term insider selling pressure from PSUs .
- Retention and alignment safeguards: 12‑month non-compete/non-solicit, double-trigger CIC vesting, stock ownership requirements (3× salary), anti-hedging/anti-pledging, and a Nasdaq-compliant clawback materially reduce governance and alignment risks; say‑on‑pay support was 86% in 2024 (90%+ in prior five years) indicating investor acceptance of the framework .
- Ownership is modest (25,315 shares, <1%), but RSU cadence and guidelines target increasing skin-in-the-game over time; 2024 grants include 26,438 RSUs and 30,164 target PSUs with three-year vesting, enhancing long-term alignment if TSR improves .
- Company operational drivers matter for incentive outcomes: relative guest traffic outperformance (60th percentile) boosted STI despite EBITDA shortfalls; future payouts hinge on execution under the North Star strategy and delivering Adjusted EBITDA and TSR against peers .