Todd Wilson
RED ROBIN GOURMET BURGERSAbout Todd Wilson
Todd Wilson is Executive Vice President and Chief Financial Officer of Red Robin, appointed effective November 7, 2022. He was 45 at appointment, holds an MBA from the University of South Florida and a Bachelor’s from the University of Florida, and previously served as CFO at Hopdoddy Burger Bar and Hibar Hospitality (50 company-owned restaurants; ~$125 million revenue), VP Finance at Jamba Juice, and division CFO roles at Bloomin’ Brands (Carrabba’s, Fleming’s, Roy’s) . During his tenure, company Adjusted EBITDA rose to $68.9 million in 2023 (+33% YoY), driving a 130.12% STI payout; 2024 performance shifted to relative guest traffic (60th percentile) with STI payout at 26.64% and 0% PSU payout for both 2021–2023 and 2022–2024 TSR cycles, underscoring rigorous pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hopdoddy Burger Bar / Hibar Hospitality | Chief Financial Officer | 2018–2022 | CFO for L Catterton portfolio company with 50 company-owned restaurants and ~$125M revenue, overseeing finance and scaling operations |
| Jamba Juice | Vice President of Finance | 2016–2018 | Finance leadership at a national health and wellness retail brand |
| Bloomin’ Brands – Carrabba’s Italian Grill | Division CFO & VP Finance | 2012–2016 | Division finance leadership across U.S., Canada, Brazil |
| Bloomin’ Brands – Fleming’s Prime Steakhouse & Roy’s | Division CFO & VP Finance | 2011–2012 | Division finance oversight for premium and specialty concepts |
External Roles
- No public company directorships or external board roles disclosed .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $57,212 | $433,173 | $448,077; increased to $475,000 effective Jul 15, 2024 |
| Target Bonus (% of Salary) | 75% (effective 2023 onward) | 75% | 75% |
| Actual Bonus Paid ($) | — | $414,749 | $94,917 |
| Sign-on Cash Bonus ($) | $125,000 (2022) | — | — |
| Relocation Benefit | Up to $200,000 with tax gross-up; repayment if resigns w/o Good Reason within 24 months |
Performance Compensation
Short-Term Incentive (STI) – Design and Outcomes
| Year | Metric | Weight | Target | Actual | Payout Before Weighting | Actual % Earned |
|---|---|---|---|---|---|---|
| 2023 | Annual Adjusted EBITDA | 60% (of 85%) | $65,044k | $68,885k | 130% | 77.73% |
| 2023 | Quarterly YTD Adjusted EBITDA | 25% (of 85%) | $65,044k (broken out by quarter) | $68,885k | 100% | 25.00% |
| 2023 | G&A (with strategic objectives) | 15% | $81,812k | $81,553k | 133.33% | 20.00% |
| 2023 | STI Total | 100% | — | — | — | 130.12% |
| 2024 | Annual Adjusted EBITDA | 60% | $70,041k | $38,463k | 0% | 0% |
| 2024 | Quarterly YTD Adjusted EBITDA (each Q at 6.25%) | 25% | Q1: $12,023k; Q2: $30,512k; Q3: $43,801k; Q4: $70,041k | Q1: $11,712k; Q2: $21,378k; Q3: $26,095k; Q4: $38,463k | Q1: 90.29%; Q2–Q4: 0% | Q1: 5.64%; Q2–Q4: 0% |
| 2024 | Relative Guest Traffic | 15% | 50th percentile | 60th percentile (42/70 brands) | 140% | 21.00% |
| 2024 | STI Total | 100% | — | — | — | 26.64% (paid in Mar 2025) |
- 2024 STI “kicker”: up to +25% of target if Annual Adjusted EBITDA ≥120% of target (not achieved) .
Long-Term Incentive (LTI) – Structure and Grants
| Year | LTI Target (% of Salary) | Instrument | Grant Date | Shares/Units (#) | Vesting | Performance Metric |
|---|---|---|---|---|---|---|
| 2023 | 120% | RSUs | 3/20/2023 | Included in outstanding awards (5,908 and 23,632 RSUs) | Ratable over 3 years | Service-based |
| 2023 | 120% | PSUs | 2023 cycle | Target value $255,000 | Cliff at end of 2023–2025 | Relative TSR (0–200% payout; capped if TSR negative) |
| 2024 | 150% | RSUs | 3/13/2024 | 42,715 | Ratable over 3 years | Service-based |
| 2024 | 150% | PSUs | 5/23/2024 | Target: 48,734 (Threshold 12,184; Max 97,468) | Cliff at end of 2024–2026 | Relative TSR (0–200% payout) |
- PSU outcomes: 0% payout for 2021–2023 (none held by current NEOs) and 0% payout for 2022–2024 due to <25th percentile TSR .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| March 21, 2023 | 10,000 | <1% |
| March 26, 2024 | 25,000 | <1% |
| April 11, 2025 | 55,730 | <1% of 17,735,916 shares outstanding |
Outstanding Unvested Equity (as of Dec 31, 2023)
| Grant Date | Type | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| 11/14/2022 | RSUs | 30,263 | $377,380 |
| 3/20/2023 | RSUs | 5,908 | $73,673 |
| 3/20/2023 | RSUs | 23,632 | $294,691 |
- Inducement RSUs: 45,395 granted on 11/14/2022, vest in three equal annual installments .
- Ownership guidelines: Executives must own 3x base salary (CEO 5x); measured using 30-day average price; RSUs, earned but unvested PSUs, and vested in-the-money options count; 5-year compliance window. All named executive officers are in compliance or on track .
- Hedging and pledging: Prohibited for executive officers and directors .
Employment Terms
Employment Agreement Key Economics
- Base salary: Initially $425,000; eligible for annual STI at 75% target; LTI participation (120% target in 2023; increased to 150% in 2024) .
- Sign-on: $125,000 cash; RSU inducement of ~$350,000 (45,395 RSUs); sign-on bonus repayable if terminated for Cause or resigns w/o Good Reason within 12 months .
- Relocation: Up to $200,000 reimbursed with tax gross-up; gross-up repayable if resigns w/o Good Reason within 24 months .
- Restrictive covenants: 12-month non-compete and non-solicit post-termination; nondisclosure and nondisparagement .
Severance and Change-in-Control (CIC)
| Scenario (as if event on Dec 29, 2024) | Salary | Annual Incentive | Health Benefits | RSU Acceleration | PSU Acceleration | Options |
|---|---|---|---|---|---|---|
| Termination w/o Cause or Resignation with Good Reason | $475,000 | $94,917 | $6,983 | — | — | — |
| Death | — | $94,917 | — | — | $142,867 | — |
| Disability | — | $94,917 | — | — | $142,867 | — |
| Change in Control (Double Trigger) | $1,662,500 (Salary + Annual Incentive) | $94,917 | $13,966 | $793,408 | $390,053 | — |
- Severance baseline (non-CIC): Lump sum of 1x base salary, pro rata STI based on actual performance, COBRA cash payment equal to 12 months of company-paid premium; subject to release .
- CIC: Double-trigger required; payouts capped and defined under Executive Severance Plan/award agreements .
- Clawback: Nasdaq Rule 5608-compliant policy for recovery of erroneously awarded incentive compensation upon restatement .
Compensation & Ownership Tables
Summary Compensation (Todd Wilson)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | $57,212 | $125,000 | $344,094 | — | — | $449 | $526,755 |
| 2023 | $433,173 | — | $742,990 | — | $414,749 | $177,683 | $1,768,595 |
| 2024 | $448,077 | — | $734,002 | — | $94,917 | $16,648 | $1,293,644 |
2024 STI Targets and Actuals (Todd Wilson)
| 2024 Annualized Salary | Target (% of Salary) | Target $ | Actual Payout $ |
|---|---|---|---|
| $475,000 | 75% | $356,250 | $94,917 |
2024 LTI Target Value (Todd Wilson)
| Total LTI Target ($) | Target (% of Salary) | PSUs ($) | RSUs ($) |
|---|---|---|---|
| $712,500 | 150% | $356,250 | $356,250 |
2024 Grants of Plan-Based Awards (Todd Wilson)
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| RSU | 3/13/2024 | 42,715 | $290,035 |
| PSU (Threshold/Target/Max) | 5/23/2024 | 12,184 / 48,734 / 97,468 | $443,967 |
Investment Implications
- Pay-for-performance alignment: STI and PSU structures hinge on Adjusted EBITDA and relative TSR; 2024 STI paid only 26.64% amid EBITDA shortfall, and PSUs paid 0% for 2022–2024, reinforcing alignment and limiting windfalls when performance lags .
- Retention risk and selling pressure: Compensation mix is weighted to RSUs/PSUs with multi-year vesting (inducement RSUs and annual grants). Visible unvested RSUs (e.g., 30,263 from 2022 and 29,540 combined from 2023 grants as of YE 2023) and new 2024 grants suggest ongoing vesting cadence but no options and a hedging/pledging ban reduce forced-seller risk; actual Form 4 activity not detailed in proxy excerpts .
- Ownership alignment: Beneficial ownership increased from 10,000 (2023) to 55,730 shares (2025) under a 3x salary ownership guideline and a strict anti-hedging/pledging policy; compliance/on-track status supports alignment .
- Contract economics and downside protection: Non-CIC severance equals 1x salary plus pro rata bonus and COBRA cash; CIC double-trigger accelerates equity with defined cash components—material but not excessive relative to market, with clawback coverage reducing moral hazard .
- Red flags: Tax gross-up on relocation benefits (though repayable on certain resignations) is shareholder-unfriendly; however, no excise tax gross-ups for CIC, no option repricing, limited perquisites, and capped payouts mitigate risk .
Overall, Wilson’s package emphasizes operational EBITDA and TSR with increasing equity weight (LTI target raised to 150% of salary in 2024), suggesting strong alignment but limited near-term upside absent EBITDA recovery and TSR improvement. The vesting profile supports retention; insider selling pressure appears muted by policy constraints and instrument mix, while severance/CIC terms are moderate and double-triggered .