Steven K. Lumpkin
RED ROBIN GOURMET BURGERSAbout Steven K. Lumpkin
Steven K. Lumpkin (age 70) has served on Red Robin’s Board since August 2016. He is Chair of the Audit Committee and a member of the Finance Committee; the Board has determined he is an “audit committee financial expert” under SEC rules. He is Principal of Rolling Hills Capital Partners, and previously served as EVP, CFO and a director of Applebee’s International; he holds a B.S. in Accounting from the University of Missouri–Columbia and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Applebee’s International, Inc. | CFO & Treasurer; Director | CFO/Treasurer 2002–2007; Director 2004–2007 | Financial leadership during period when TSR outperformed market |
| Applebee’s International, Inc. | Various executive roles | 1995–2007 | Corporate finance, M&A, transformation |
| Kimberly Quality Care, Inc. | Executive Vice President & Director | Not disclosed | Corporate leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hodgdon Powder Company (private) | Director | 2015–present | Board service (private company) |
| Fiorella’s Jack Stack Restaurant Group (private) | Director | 2009–present | Board service (private restaurant group) |
| Rolling Hills Capital Partners | Principal | Not disclosed | Consulting firm principal |
| Applebee’s International, Inc. | Director (public) | 2004–2007 | Past public company directorship |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair; Finance Committee member; designated audit committee financial expert by the Board .
- Attendance: The Board held 15 meetings in 2024; each current director serving in 2024 attended over 95% of combined Board and applicable committee meetings. Audit Committee met 9 times; Finance Committee met 14 times in 2024 .
- Board structure and practices: Declassified Board; independent Chair; 88.9% independent directors; all committee members independent; regular executive sessions; majority voting in uncontested elections; proxy access; anti-hedging/pledging policy; robust clawback policy .
- Related-party oversight: Audit Committee reviews and approves related-party transactions; 2024 disclosures relate to a Cooperation and Equity Purchase Agreement with JCP and Jumana (activist investors), not naming Mr. Lumpkin .
Fixed Compensation
Director Fee Schedule (policy level)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $75,000 |
| Audit Committee Chair fee | $25,000 |
| Finance Committee Chair fee | $12,500 |
| Compensation Committee Chair fee | $17,500 |
| Nominating & Governance Committee Chair fee | $12,500 |
2024 Director Compensation – Steven K. Lumpkin
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 110,965 | 210,965 |
Notes: Directors also receive meal discounts; Red Robin has not granted stock options to non-employee directors since 2016 (Mr. Lumpkin holds legacy options outstanding) .
Performance Compensation
- Equity structure: Annual time-based RSUs; no performance metrics are used for director equity grants. 2024 grants vest in full on the later of (x) 50 weeks after grant or (y) the next annual meeting .
- 2024 grant detail (director program): Target value ~$120,000; in May 2024 each director (other than those joining/retiring mid-year) received 16,415 RSUs; grant-date fair value $110,965 (based on $6.76 close; target shares determined at 30-day average price of $7.31) .
| Grant Year | Grant Date | Units | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2024 | May 2024 | 16,415 | 110,965 | Vests in full at later of 50 weeks post-grant or next annual meeting |
Policies: Clawback policy adopted in 2023; formal prohibition on hedging and pledging for directors and executives .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Hodgdon Powder Company | Private | Director | No related-party transactions disclosed with Red Robin |
| Fiorella’s Jack Stack Restaurant Group | Private | Director | Restaurant sector exposure; no related-party transactions disclosed |
| Applebee’s International, Inc. | Public (past) | Director (2004–2007) | Past public role; no current interlocks disclosed |
Expertise & Qualifications
- Skills indicated in Board matrix: Restaurant/hospitality leadership; accounting/financial expertise; business transformation; M&A experience. Designated Audit Committee financial expert; CPA .
- Background: Former public-company CFO/treasurer; consulting principal; >30 years corporate leadership including healthcare and management consulting .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 90,292 |
| Percent of class | <1% |
| Direct/indirect shares | 68,877 shares held directly in a trust of which he is trustee |
| Options – exercisable | 5,000 |
| RSUs vesting within 60 days (as of 4/11/2025) | 16,415 |
Ownership alignment and safeguards:
- Director stock ownership guideline: 5x annual cash retainer ($375,000 cumulative cost basis); directors have 5 years to comply; as of the annual measurement date, all directors were in compliance or on track and have not sold award shares during tenure .
- Anti-hedging/anti-pledging policy: Directors prohibited from hedging or pledging company stock; insider trading policy requires pre-clearance .
Governance Assessment
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Strengths for investor confidence:
- Independent Audit Chair with CPA credentials and “audit committee financial expert” designation; strong oversight remit (financial reporting, internal controls, ERM, ethics/compliance, cybersecurity disclosures) .
- High engagement: Board and committees held frequent meetings in 2024; all current directors attended >95% of combined meetings .
- Ownership alignment: Material RSU holdings; formal director ownership guideline and anti-hedging/pledging policies .
- No Lumpkin-specific related-party transactions disclosed; Audit Committee oversees related-party reviews .
-
Potential watch items:
- External private restaurant board role (Fiorella’s Jack Stack) may present general competitive overlap considerations, though no related-party transactions are disclosed; continued Audit Committee oversight of conflicts mitigates risk .
- Legacy stock options outstanding (5,000) while company no longer grants options to directors; immaterial in size but noted for completeness .
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Contextual shareholder signals:
- Company governance practices (declassified board, independent chair, majority voting, proxy access) and ESG/compensation safeguards (clawback, anti-hedging/pledging) support governance quality .
- 2024 Say-on-Pay support exceeded 86%, indicating broad shareholder backing of the pay program overseen by independent committees (note: executive pay vote, not director-specific) .