Donna E. Epps
Texas RoadhouseAbout Donna E. Epps
Independent director of Texas Roadhouse, Inc. since 2021; age 61. A Texas-licensed certified public accountant, she spent 31 years at Deloitte LLP (with 17+ years focused on attest services across distribution, industrials, energy, technology, and telecom) before retiring in 2017. She currently serves on two other public company boards: Saia, Inc. (NASDAQ: SAIA) and Texas Pacific Land Corporation (NYSE: TPL) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Various capacities with 17+ years focused on attest services | 31 years; retired in 2017 | Extensive audit, risk, financial and accounting expertise across multiple industries |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Saia, Inc. (NASDAQ: SAIA) | Independent Director | Audit; Nominating & Corporate Governance | Active board member; logistics/LTL exposure |
| Texas Pacific Land Corporation (NYSE: TPL) | Independent Director | Audit Committee Chair; Nominating & Corporate Governance | Large landowner; audit chair responsibility |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair (2024 and 2025); committee met 12 times in FY2024 .
- Nominating & Corporate Governance Committee: Member (2024 and 2025); committee met 4 times in FY2024 .
- Independence: Board affirmatively determined Epps is independent under Nasdaq Rule 5605(a)(2) and SEC rules .
- Attendance and engagement:
- FY2024 meetings: Board (8); Audit (12); Compensation (5); Nominating & Corporate Governance (4). Each incumbent director attended at least 75% of meetings of the Board and applicable committees; all incumbents attended the 2024 annual meeting. Executive sessions of non-employee directors occur with regular Board meetings .
- Board structure and oversight:
- The Audit Committee oversees ERM, cybersecurity, financial reporting, auditor independence and pre-approvals; produced annual report and recommended inclusion of audited financials in the 10-K .
- The Board and committees oversee strategy, risk (via ERM with subject matter risk committees), sustainability, and compensation risk reviews .
Fixed Compensation
| Year | Base Fee (Cash) | Committee Membership Fees (Cash) | Chair Fees (Cash) | Total Cash Compensation |
|---|---|---|---|---|
| 2024 | $35,000 | Audit member $10,000; Nominating member $7,000 | Audit Chair $25,000 | $77,000 (as reported) |
| 2025 | $45,000 | Audit member $12,500; Nominating member $10,000 | Audit Chair $25,000 | N/A (sum components based on roles) |
- Director compensation framework and philosophy: Mix adjusted for 2025 after FW Cook review—cash increased; equity reduced to avoid heavy equity weighting; total director compensation capped at $500,000 (cash + grant-date equity) under the 2021 LTIP .
Performance Compensation
| Year | Equity Type | Grant Date | Fair Value | Units Granted | Vesting Date |
|---|---|---|---|---|---|
| 2024 | Service-based RSUs | Jan 8, 2024 | $224,770 | 1,900 (for non-employee directors) | Jan 8, 2025 |
| 2025 | Service-based RSUs | Jan 8, 2025 | $225,000 | 1,200 (for non-employee directors) | Jan 8, 2026 |
- No performance metrics are tied to director equity; director RSUs are service-based to align interests with shareholders. The company prohibits short-selling, derivatives, and hedging by executives or directors .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| Saia, Inc. | NASDAQ: SAIA | Independent Director | Audit; Nominating & Corporate Governance |
| Texas Pacific Land Corporation | NYSE: TPL | Independent Director | Audit Chair; Nominating & Corporate Governance |
- Overboarding policy: Directors limited to no more than four other public company boards unless permitted; Epps’ total (TXRH + SAIA + TPL) is within guidelines .
Expertise & Qualifications
- Texas-licensed CPA; deep audit/attest background at Deloitte spanning 31 years .
- Cross-industry exposure (distribution, industrials, energy, tech, telecom), enhancing financial oversight at TXRH .
- Public board experience including audit chair responsibilities (TPL) and membership on audit and nominating committees (SAIA) .
Equity Ownership
| Holder | Shares Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Donna E. Epps | 5,432 | <1% | March 17, 2025 |
- Director stock ownership guideline: Greater of 5x annual cash compensation or $500,000; expected to achieve within five years of assuming role. Company states that all executive officers and non-employee directors in role ≥5 years were in compliance at FY2024 end (Epps joined in 2021) .
Governance Assessment
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Strengths:
- Independent audit chair with substantial CPA, audit, and risk experience; active oversight of ERM, cybersecurity, and financial reporting; auditor independence confirmed and earnings/10-K reviews conducted .
- Clear independence determination; no related-party transactions disclosed involving Epps (related-party disclosures focus on other individuals), reducing conflict risk .
- Compensation alignment: Director pay structured as cash plus service-based RSUs; 2025 adjustments by FW Cook increased cash and reduced equity to balance mix; overall cap at $500,000 .
- Trading/hedging restrictions for directors enhance alignment and mitigate reputational risk .
-
Watch items:
- Time commitments across three boards (TXRH, SAIA, TPL) should be monitored, especially given audit chair duties at TXRH and TPL; still within the company’s overboarding limits .
- Attendance disclosure is aggregate (“≥75%”) rather than director-specific; continued monitoring of committee workloads advisable given audit committee’s 12 meetings in FY2024 .
-
Broader governance signal:
- Board responsiveness to shareholder feedback (2024 Say-on-Pay support 61% vs ~94% prior years) led to new 2025 employment agreements for executives, compensation mix shifts, and extended performance periods—indicative of active governance and investor engagement .