Christopher C. Colson
Texas RoadhouseAbout Christopher C. Colson
Christopher C. Colson, age 48, is Texas Roadhouse’s Chief Legal and Administrative Officer and Corporate Secretary (Chief Legal and Administrative Officer since January 2023; Corporate Secretary since August 2019). He joined the company in 2005 and has 19 years of tenure, with prior roles including General Counsel and earlier senior legal and development positions . Company performance metrics that drive executive pay include EPS growth and pre‑tax profit; in 2024 TXRH delivered over $5.3B revenue (+16% YoY), diluted EPS growth of 42.5%, and net income growth of 42.2%, with TSR up 46.5% for the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Roadhouse | General Counsel | Mar 2021–Jan 2023 | Led legal function preceding elevation to Chief Legal & Administrative Officer |
| Texas Roadhouse | Senior Counsel; Associate General Counsel; Executive Director, Global Development | 2005–2021 | Legal and development leadership supporting brand growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Frost Brown Todd | Outside counsel serving TXRH | Pre‑TXRH | Legal advisory to TXRH prior to joining |
| YUM! Brands | Legal/industry experience | Pre‑TXRH | Additional restaurant industry legal experience |
| KPMG | Assurance staff | Pre‑TXRH | Foundational accounting/assurance background |
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $547,308 | $630,000 (effective Jan 8, 2025) |
| Target Annual Bonus ($) | $425,000 (min $0; max $850,000) | $525,000 (min $0; max $1,050,000) |
| Actual Cash Incentive Paid ($) | $742,530 (Non‑equity Incentive Plan Compensation) | N/A (performance year in progress) |
| All Other Compensation ($) | $12,915 (includes life insurance, $2,707 cellphone allowance; $6,330 preventive medical clinic) |
Performance Compensation
Equity Award Structure and Outcomes
| Metric / Award | Weighting | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| EPS Growth (2024 PSUs) | 50% | 10% EPS growth target | 42.5% EPS growth | Contributed to total FY24 PSU payout of 174.7% of target | Jan 8, 2025 |
| Profit Sharing Pool (2024 PSUs) | 50% | Pool = 1.75% of pre‑tax profit | Pre‑tax profit $513.7M; pool $9.0M | Contributed to total FY24 PSU payout of 174.7% of target | Jan 8, 2025 |
| 2024 PSUs (shares) | — | Target 2,500 | Issued 4,368 shares after certification | 174.7% of target (for all NEOs) | Feb 28, 2025 issuance for FY24 |
| 2024 Service RSUs | — | 4,200 units | 4,200 units | N/A (service‑based) | Jan 8, 2025 |
| 2025 PSUs (one‑year tranche) | 50% (EPS) / 50% (Profit Sharing) | Target $472,500 → 2,600 target units | TBD (FY25) | Min 0; Max 2x target | Jan 8, 2026 (subject to goals) |
| 2025 Service RSUs | — | $472,500 → 2,600 units | Granted | N/A (service‑based) | Jan 8, 2026 |
Notes:
- PSUs are split 50% to EPS growth and 50% to the profit‑sharing pool; each portion can be 0–200% of target; committee may adjust downward, not upward .
- 2025 PSUs are part of a 3‑year program with EPS targets of +10% (2025 one‑year), +21% (2026 two‑year), +33% (2027 three‑year vs 2024), each balanced with the profit‑sharing component .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 12,000 shares; less than 1% of outstanding |
| Unvested at 12/31/2024 | 4,200 service RSUs (vest 1/8/2025); 2,500 PSUs (vest 1/8/2025, earned per FY24 goals) |
| Vested from FY2024 | 4,368 PSUs issued (FY24 after certification) |
| 2025 Grants (unvested) | 2,600 service RSUs (vest 1/8/2026); 2,600 target PSUs (vest 1/8/2026, performance‑based; cap 5,200 max) |
| Options Outstanding | None disclosed; awards are RSUs/PSUs |
| Hedging & Pledging | Hedging prohibited; pledging strongly discouraged; as of proxy date, no NEOs/directors hold in margin or have pledged shares |
| Ownership Guidelines | NEOs must hold ≥3x annual base salary; five‑year compliance window |
| Trading Windows | Covered persons subject to pre‑clearance and blackout procedures (Stock Trading Policy) |
Employment Terms
| Term | Detail |
|---|---|
| Agreement Term | 2025 Employment Agreement through Jan 7, 2028; auto‑renews in 1‑year terms unless notice ≥60 days prior |
| Non‑Compete | During employment and for 2 years post‑termination; plus confidentiality, non‑solicitation, and non‑disparagement |
| Severance – Termination Without Cause | 1x current base salary + prorated target bonus for year + ~12 months COBRA premiums if enrolled |
| Severance – Resignation for Good Reason (within 12 months of Change in Control) | 1.5x base salary + 1.5x target bonus + prorated target bonus + ~18 months COBRA premiums if enrolled |
| Equity Vesting on CIC + Termination (Double Trigger) | Unvested service RSUs and PSUs vest upon termination without Cause or for Good Reason within 12 months of CIC |
| CIC Definition | >50% voting power change, merger not leaving prior holders >50%, or sale of substantially all assets |
| Clawback | Policy to recover erroneously awarded incentive compensation following accounting restatement, per Nasdaq and SEC Rule 10D‑1 |
Compensation Structure Analysis
- Cash vs equity mix shifted beginning 2025: increases in certain cash/equity elements and longer PSU performance periods to align with peer benchmarking after 2024 Say‑on‑Pay feedback (61% support in 2024 vs ~94% average prior four years) .
- Performance metrics emphasize EPS growth and profit sharing, directly linking payouts to core financial outcomes; FY2024 PSU payout was 174.7% of target amid EPS +42.5% and a $9.0M profit pool from $513.7M pre‑tax profits .
- No retention RSUs granted under 2025 agreements (historically used), reducing “guaranteed” equity elements and keeping pay more performance‑weighted .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~61%. Board engaged holders representing ~30% of shares and adjusted employment agreements and performance periods for PSUs in response, with consultant FW Cook input .
Performance & Track Record (Company Context)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Diluted EPS | $3.97 | $4.54 | $6.47 |
| Net Income ($MM) | $269.8 | $304.9 | $433.6 |
| TSR (Indexed to $100) | 173.96 | 236.24 | 345.95 |
| Key 2024 Ops Highlights | — | — | Revenue >$5.3B (+16% YoY); comparable sales +8.5%; EPS +42.5%; opened 45 locations; $162.9M dividends; $79.8M buybacks |
Equity Vesting Schedules and Insider Selling Pressure
- Near‑term: Large FY2024 grants already vested/issued (Jan 8, 2025/Feb 28, 2025), reducing immediate 2025 sale pressure from those awards; trading policy pre‑clearance and blackouts apply .
- Forward: 2025 service RSUs (2,600 units) and 2025 PSUs (2,600 target, 0–5,200 range) vest Jan 8, 2026, representing a tangible 2026 supply event, contingent on performance for PSUs . Hedging prohibited; pledging discouraged and none outstanding among NEOs/directors, mitigating leverage‑driven selling risk .
Equity Ownership & Pledging
- Shares owned: 12,000; less than 1% of outstanding; no pledging or margin accounts for NEOs/directors as of proxy date .
- Ownership guidelines: 3x base salary minimum for NEOs with five‑year window to comply; firm‑wide compliance assessed annually .
Employment Contracts, Severance, Change‑of‑Control Economics
| Scenario | Cash Severance | Bonus | Health Continuation | Equity |
|---|---|---|---|---|
| Without Cause (no CIC) | 1x base salary | Prorated target bonus | ~12 months COBRA (if enrolled) | Normal terms (no forced vest) |
| Good Reason (within 12 months of CIC) | 1.5x base salary | 1.5x target bonus + prorated target bonus | ~18 months COBRA (if enrolled) | Double‑trigger accelerated vesting |
Governance and Risk Controls
- Colson leads legal/administrative functions and is Corporate Secretary responsible for proxy and board communications; he is part of the enterprise risk management team overseeing key risk committees (cybersecurity, AI, business continuity, human capital, sustainability) .
- Audit and compensation committees review compensation risk annually; conclude programs do not encourage excessive risk taking, citing equity structure, ownership requirements, and strong internal controls .
Investment Implications
- Alignment: Colson’s pay is tightly linked to core financial outcomes (EPS, pre‑tax profit), with 2024 PSU payout reflecting strong operating momentum; absence of option leverage and anti‑hedging/pledging policies support alignment with long‑term shareholders .
- Retention: 2025 agreements with severance protections (1x base w/o cause; 1.5x base+bonus with Good Reason after CIC) and clear double‑trigger vesting reduce attrition risk yet keep payouts moderate relative to peers; removal of retention RSUs reduces guaranteed equity .
- Supply overhang: FY2026 vest dates (service RSUs and PSUs) represent potential stock supply; magnitude is performance‑contingent for PSUs and subject to trading windows, which tempers near‑term selling pressure .
- Governance strength: Robust clawback and risk management frameworks, plus ownership guidelines and Say‑on‑Pay responsiveness (post‑2024 changes), indicate a disciplined compensation program supporting execution and value creation .