Curtis A. Warfield
Texas RoadhouseAbout Curtis A. Warfield
Independent director of Texas Roadhouse, Inc. since 2018; age 57; CPA licensed in Kentucky; and President & CEO of Windham Advisors LLC, a private equity and strategic advisory firm focused on technology, healthcare, and real estate . He serves as Chair of the Nominating & Corporate Governance Committee and is a member of the Audit Committee; the Board has affirmatively determined he is independent under Nasdaq and SEC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthem, Inc. (NYSE: ANTM) | Senior leadership team member | 2017–2019 | Executive management experience at a $100B+ health insurer |
| HCA Healthcare | Various roles including CEO of NPAS; CFO of Columbia Healthcare Network | 1997–2016 | Led healthcare services operations; deep finance/operations credentials |
| Columbia Healthcare Network | Chief Financial Officer | Part of 1997–2016 period | Financial leadership (CFO) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Windham Advisors LLC | President & CEO | Current | Strategic advisory across technology, healthcare, real estate |
| Talkspace, Inc. (NASDAQ: TALK) | Director | Since 2021 | Digital mental health services; board experience in tech-enabled health |
| OneOncology (sold to AmerisourceBergen) | Director (prior) | Prior to sale | Oncology practice collaboration; private company board role |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair (2024 and continuing 2025) .
- Independence: Board determined Warfield is independent and eligible for committee service (Audit; Nominating & Governance) .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in FY2024; all directors attended the 2024 annual meeting; non-employee director executive sessions are routinely held .
- Board engagement and refresh: Mandatory retirement age policy; annual board self-assessments; orientation and continuing education; targeted shareholder engagement covering ~65% of shares in 2024 .
- Hedging/pledging: Company policy prohibits speculative trading/hedging; directors strongly discouraged from pledging/margin and as of the proxy date none have pledged or hold in margin accounts .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $62,000 | Includes base fee and committee chair/member fees |
| Equity (Grant Date Fair Value) | $224,770 | Service-based RSUs; 1,900 units at $118.30 grant reference price |
| Total | $286,770 | Sum of cash and equity fair value |
2024 director compensation schedule: base $35,000; chair of Nominating & Governance $10,000; member fees Audit $10,000; Nominating & Governance $7,000; no meeting fees . 2025 schedule increases cash and modestly reduces equity weight: base $45,000; chair of Nominating & Governance $12,500; Audit member $12,500; Nominating & Governance member $10,000; non-employee director RSUs grant sized at $225,000; compensation capped at $500,000 per year .
Performance Compensation
| Grant Year | Grant Date | Award Type | Units | Grant Basis | Vest Date |
|---|---|---|---|---|---|
| FY2024 service | Jan 8, 2024 | Service-based RSUs | 1,900 | $230,000 ÷ $118.30 closing price | Jan 8, 2025 |
| FY2025 service | Jan 8, 2025 | Service-based RSUs | 1,200 | $225,000 ÷ $181.27 closing price | Jan 8, 2026 |
- No director options or performance-vesting equity disclosed; director equity is service-based RSUs aligned with shareholder value via stock price at vesting .
Other Directorships & Interlocks
| Company | Sector | Relationship to TXRH | Potential Conflict Note |
|---|---|---|---|
| Talkspace, Inc. (TALK) | Digital health | Unrelated (not supplier/customer/competitor to TXRH) | No related-party transactions disclosed involving Warfield |
| OneOncology (prior) | Healthcare | Unrelated to TXRH operations | No TXRH related-party ties disclosed |
Expertise & Qualifications
- CPA (Kentucky); extensive financial/accounting, executive management, and IT experience (reason for nomination) .
- Governance leadership as Chair of Nominating & Corporate Governance; active Audit Committee membership .
- Industry breadth: technology, healthcare operations, and services; private equity advisory .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Curtis A. Warfield | 6,801 | <1% |
- Stock ownership guideline for directors: greater of 5x annual cash compensation or $500,000; all non-employee directors in role ≥5 years were in compliance at year-end 2024 (Warfield qualifies, director since 2018) .
Governance Assessment
- Strengths: Independent status; chairing Nominating & Governance (succession and board process oversight) and Audit membership (risk, controls, cybersecurity oversight), consistent attendance, and equity-based compensation aligned with shareholder returns .
- Alignment: Meaningful personal share ownership; compliance with stringent ownership guidelines; no hedging/pledging; compensation structure emphasizes RSUs with a Board-level cap and 2025 rebalancing to increase cash modestly while reducing equity weight .
- Conflicts: 2025 proxy lists related-party transactions involving the CEO and a retiring director; no related-party transactions involving Warfield were disclosed—reducing conflict risk .
- Signals: Board’s annual self-assessment, continuing education, and shareholder engagement suggest robust governance; Warfield’s finance/IT background supports oversight of cyber/data privacy and ERM topics managed through Audit .
RED FLAGS: None disclosed for Warfield regarding attendance, hedging/pledging, or related-party transactions. Compensation is standard for TXRH directors with transparent RSU terms and a formal cap .