Gregory N. Moore
Texas RoadhouseAbout Gregory N. Moore
Independent director and Chairman of the Board of Texas Roadhouse, Inc. since March 19, 2021; director since 2005; age 75. A certified public accountant (New York and California), Moore previously served as SVP & Controller and VP & General Auditor at Yum! Brands, with earlier finance roles at PepsiCo and an Audit Manager role at Arthur Young & Company . Designated as an audit committee financial expert by the Board, reflecting deep financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yum! Brands, Inc. | SVP & Controller; VP & General Auditor | Until 2005 | Global financial controls and reporting leadership |
| PepsiCo, Inc. | VP, Controller of Taco Bell; Controller, PepsiCo Wines & Spirits International | Prior to Yum! Brands | Division finance leadership |
| Arthur Young & Company | Audit Manager | Prior to PepsiCo | External audit experience (NY and Stamford offices) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newegg Commerce, Inc. (NASDAQ: NEGG) | Director | Joined July 2011 | Online retail governance; board service |
Board Governance
- Current roles: Chairman of the Board; member, Audit Committee; member, Compensation Committee .
- Independence: Affirmatively determined independent under Nasdaq and SEC criteria .
- Attendance: In FY2024, the Board met 8 times; committees met 21 times; each incumbent director attended at least 75% of meetings; all attended the 2024 annual meeting. Executive sessions of non‑employee directors are typically scheduled with each regular Board meeting .
- Lead Independent Director: Served as Lead Independent Director from 2012 until appointment as Chairman in 2021 .
- Audit Committee financial expert designation: Moore is designated as a financial expert (with Donna Epps and Curtis Warfield), underscoring oversight capability .
- Mandatory retirement policy: Non‑employee directors generally may not serve at age 75+, but those who began before 2006 may serve until under age 80; Moore joined in 2005, so eligible under the exception .
Fixed Compensation
| Year | Cash Components (Breakdown) | Amount ($) | Equity Grant Details | RSU Count | Grant Date | Vest Date |
|---|---|---|---|---|---|---|
| 2024 | Base $35,000; Chairman $75,000; Audit member $10,000; Comp member $7,000 | 127,000 | Chairman RSUs at $320,000 ÷ $118.30 closing price | 2,700 | Jan 8, 2024 | Jan 8, 2025 |
| 2025 | Base $45,000; Chairman $75,000; Audit member $12,500; Comp member $10,000 | Cash schedules set; exact earned TBD | Chairman RSUs at $315,000 ÷ $181.27 closing price | 1,700 | Jan 8, 2025 | Jan 8, 2026 |
- 2024 Director Compensation total: $446,410 (Cash $127,000; Stock award grant‑date fair value $319,410). Cash ~28.5%, equity ~71.5%—consistent with TXRH philosophy to align director pay with shareholder outcomes via service‑based RSUs .
- Compensation cap: Non‑employee director total compensation capped at $500,000 per fiscal year under the 2021 LTIP .
Performance Compensation
- Directors receive service‑based RSUs (time‑vested only). No performance metrics or PSUs are used for non‑employee director equity awards at TXRH .
Other Directorships & Interlocks
| Company | Relationship to TXRH (supplier/customer/competitor) | Potential Interlock/Conflict |
|---|---|---|
| Newegg Commerce, Inc. | None disclosed | No related‑party transactions or conflicted interlocks disclosed for Moore |
Expertise & Qualifications
- CPA (NY and CA); extensive financial, accounting, internal control, and international experience; restaurant industry finance leadership .
- Audit Committee financial expert designation, supporting robust oversight of financial reporting, controls, and auditor independence .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gregory N. Moore | 39,050 | <1% | As of March 17, 2025; beneficial ownership excludes RSUs unvested >60 days |
| Unvested RSUs | 1,700 | N/A | Granted Jan 8, 2025; vest Jan 8, 2026 |
| Recently Vested RSUs | 2,700 | N/A | Granted Jan 8, 2024; vested Jan 8, 2025 |
| Pledging/Hedging | None | N/A | Company policy prohibits hedging; directors strongly discouraged from pledging; none pledged as of proxy date |
| Ownership Guidelines | Director requirement: greater of 5x annual cash or $500,000 | Compliance: Yes | All directors in role ≥5 years were in compliance at FY2024 end |
Governance Assessment
- Strengths: Long tenure with continuity through leadership transition; Chairman/independent status; audit financial expert; active committee service; strong attendance; alignment through sizable and recurring RSU grants; adherence to stock ownership and anti‑hedging policies .
- Pay/Structure: Director pay mix deliberately equity‑heavy (shift moderated for 2025 per FW Cook review), with transparent cash fee schedules and annual RSU grants; capped total comp reduces inflation risk .
- Conflicts: No related‑party transactions disclosed for Moore; related‑party items in 2025 proxy concern other directors/executives (e.g., Morgan, Zarley) .
- RED FLAGS: Age 75 triggers standard retirement threshold; Moore qualifies for pre‑2006 exception permitting service until under age 80. Monitor future adherence to retirement policy and succession on chair role .
Insider trading and ownership signals: No Form 4 transactions found for Gregory N. Moore between 2023‑01‑01 and 2025‑11‑20 (insider‑trades skill query). None pledged; equity ownership aligns with guidelines .
Appendix: Committee Assignments (Current FY2025)
- Chairman of the Board: Gregory N. Moore .
- Audit Committee: Member (Chair: Donna Epps; members include Moore) .
- Compensation Committee: Member (Chair: Michael Crawford; members include Moore) .