Thomas G. Conforti
RED ROBIN GOURMET BURGERSAbout Thomas G. Conforti
Thomas G. Conforti (age 66) is an independent director of Red Robin Gourmet Burgers, Inc., serving since August 2019; he is Chair of the Finance Committee and a member of the Audit Committee . He is a former EVP and CFO at Wyndham Worldwide (2009–2017) and IHOP/DineEquity (2002–2008), with earlier leadership roles at The Walt Disney Company, PepsiCo, and KB Home; he also served as Senior Advisor to Wyndham (2017–2018) and as a Senior Fellow at Harvard’s Advanced Leadership Initiative . The Board has determined he is independent under SEC/Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyndham Worldwide | EVP & Chief Financial Officer | 2009–2017 | Direct responsibility for finance, technology, real estate, purchasing; TSR outperformed market |
| Wyndham Worldwide | Senior Advisor | 2017–2018 | Advised on strategic transactions |
| IHOP/DineEquity | Chief Financial Officer | 2002–2008 | CFO leadership during corporate turnaround activities |
| The Walt Disney Company | Business Unit Leadership | Not disclosed | Oversaw catalog, U.S. book/magazine publishing, global merchandise licensing |
| PepsiCo; KB Home | Leadership roles | Not disclosed | Corporate finance/administration experience |
| Harvard Advanced Leadership Initiative | Senior Fellow | Not disclosed | Senior fellowship credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Life Innovations | Board Service | 2020–present | Not disclosed |
| American School for the Deaf | Board Service | 2020–present | Not disclosed |
| eMind LLC | Board Service | 2000–2005 | Not disclosed |
Board Governance
- Committee assignments: Finance Committee (Chair) and Audit Committee (member) .
- Independence: Board determined he is independent; 88.9% of Board independent; all committee members are independent .
- Attendance/engagement: In 2024, incumbent directors collectively attended over 95% of combined total Board and applicable committee meetings; Board held 15 meetings; Audit met 9 times; Finance met 14 times .
- Director election support (2025 AGM): Conforti received 9,124,761 “For” vs 75,144 “Against” (99.18% of votes cast) .
- Governance policies: Regular executive sessions; anti-hedging and anti-pledging; clawback policy; majority voting in uncontested elections; proxy access; stockholder special meeting rights .
Fixed Compensation
| Component | Program Terms (Directors) | Conforti 2024 Amount |
|---|---|---|
| Annual Cash Retainer | $75,000 cash, paid quarterly | $75,000 included in cash fees |
| Committee Chair Fee | Finance Committee Chair: $12,500 | $12,500 included in cash fees |
| Audit Committee Chair Fee | $25,000 (if chair; Conforti is not chair) | $0 |
| Equity Grant (RSUs) | ~$120,000 grant date value; vests at later of 50 weeks or next annual meeting | $110,965 fair value; 16,415 RSUs granted May 2024 |
| Total 2024 Director Pay | Cash + RSUs | $198,465 (cash: $87,500; RSUs: $110,965) |
Notes:
- The fair value of RSUs is computed at grant-date closing price; number of RSUs based on 30-day average share price methodology .
- Company has not used stock option grants for non-employee directors since 2016 .
Performance Compensation
| Element | Metrics | Vesting/Terms | 2024 Details |
|---|---|---|---|
| Director RSUs | None (time-based; no performance metrics) | Vests at later of 50 weeks from grant or next annual meeting | 16,415 RSUs (fair value $110,965) |
No performance-based equity (e.g., PSUs) is disclosed for directors; RSUs are service-vested, consistent with board declassification and annual elections .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Conforti |
| Compensation Committee interlocks | Compensation Committee members (2024): Ackil, Pace, Varnado; Conforti not listed |
| Activist/large holders board designees | JCP and Jumana designated two directors (Pappas, Martin) via Cooperation Agreement; Conforti chairs Finance Committee which oversees capital structure and extraordinary stockholder engagement |
Expertise & Qualifications
- Accounting/financial expertise; strategy and business transformation; restaurant/hospitality executive leadership; M&A experience; technology strategy; marketing/consumer insights .
- Extensive CFO tenure across public companies; turnaround oversight and corporate finance/administration .
Equity Ownership
| Holder | Shares (Direct) | Indirect/Trust | RSUs (vesting within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Thomas G. Conforti | 32,591 | 27,500 (trust) | 16,415 | 76,506 | <1% (*) |
- Director stock ownership guidelines: at least 5x annual cash retainer ($375,000 cumulative cost basis); all directors compliant or on track; no sales of award shares during tenure for those in compliance .
- Hedging and pledging of company stock prohibited for directors .
Governance Assessment
- Board effectiveness: Strong election support (99.18% votes cast for Conforti) signals investor confidence; committee leadership in Finance and membership in Audit align with his CFO background .
- Alignment & incentives: Director pay is balanced between cash retainers and time-based RSUs aligned to annual service cycles; ownership guidelines and anti-hedging/pledging policies support skin-in-the-game .
- Independence & engagement: Independent status; high Board/committee meeting cadence and >95% collective attendance in 2024; regular executive sessions reinforce oversight .
- Conflicts/related party exposure: No related-party transactions involving Conforti disclosed; Audit Committee reviews/approves any related party transactions; the 2024 Cooperation Agreement with JCP/Jumana added two directors and ~20% ownership, increasing activist influence that Finance Committee (chaired by Conforti) oversees via capital structure and investor engagement risk domains .
- Shareholder signals: Say-on-pay support at 91.85% in 2025 and over 86% in 2024 indicates balanced pay practices; charter governance reforms (officer exculpation, eliminate supermajorities) were proposed by the Board but did not meet outstanding share thresholds—important context for future governance dynamics .
RED FLAGS: None disclosed relating to pledging/hedging, tax gross-ups, option repricing, or related-party transactions; monitor activist dynamics (JCP/Jumana board presence and 20% ownership) for potential influence on capital allocation and governance .
Shareholder Voting Snapshot (Context)
| Item (2025 AGM) | For | Against | Result |
|---|---|---|---|
| Conforti Director Election | 9,124,761 | 75,144 | Elected (99.18% of votes cast) |
| Say-on-Pay | 7,808,812 | 692,971 | Passed (91.85% of votes cast) |
| Officer Exculpation (Charter) | 8,547,894 | 646,584 | Failed (needed majority of outstanding; got 48.51%) |
| Eliminate Supermajority (Charter) | 9,112,559 | 84,857 | Failed (needed 66 2/3% of outstanding; got 51.71%) |
Director Compensation Program (Reference)
| Element | Current Terms |
|---|---|
| Annual Cash Retainer | $75,000 |
| Chair Retainers | Board Chair $95,000; Audit $25,000; Compensation $17,500; Nominating & Governance $12,500; Finance $12,500 |
| Annual Equity | RSUs ~$120,000 grant date value; vest at later of 50 weeks or next annual meeting |
| Options | Not used for directors since 2016 |
Committee Risk Oversight (Context)
| Committee | Oversight Domain |
|---|---|
| Audit | Financial reporting, internal controls, ERM including cybersecurity; corporate responsibility disclosures |
| Finance | Capital structure, liquidity, M&A, long-range planning, annual budgets, capital allocation, extraordinary stockholder engagement |
| Compensation | Pay-for-performance design; director compensation approval; independent consultant engagement |
| Nominating & Governance | Board composition, governance policies, ESG oversight; board/committee evaluations |