Hernan E. Mujica
Texas RoadhouseAbout Hernan E. Mujica
Hernan E. Mujica is Chief Technology Officer (CTO) of Texas Roadhouse, appointed in January 2023 after serving as Chief Information Officer (June 2021–January 2023). He joined Texas Roadhouse in January 2012 as Vice President of Information Technology and previously held senior management positions at The Home Depot and Arthur Andersen. He is 63 years old and has 13 years with Texas Roadhouse . Company performance context: 2024 revenue exceeded $5.3B (+16% YoY), diluted EPS grew 42.5%, net income grew 42.2%, and TSR increased 46.5% in 2024; these metrics underpin the EPS and profit-focused incentive design for NEOs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Texas Roadhouse | Chief Technology Officer | Jan 2023–present | Leads technology strategy and cybersecurity oversight within ERM structures |
| Texas Roadhouse | Chief Information Officer | Jun 2021–Jan 2023 | Directed enterprise IT and information governance initiatives |
| Texas Roadhouse | VP, Information Technology | Jan 2012–Jun 2021 | Built core IT capabilities supporting growth |
| The Home Depot | Senior management roles | Pre-2012 | Retail operations/IT experience informing current role |
| Arthur Andersen | Senior management roles | Pre-2012 | Audit/consulting rigor; systems and controls expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Home Depot | Senior management roles | Pre-2012 | Prior employer before Texas Roadhouse |
| Arthur Andersen | Senior management roles | Pre-2012 | Prior employer before Texas Roadhouse |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (contracted) ($) | — | 550,000 | 630,000 |
| Salary Paid ($) | 500,000 | 547,308 | — |
| Target Bonus ($) | — | 425,000 | 525,000 |
| Actual Cash Incentive Paid ($) | 509,089 | 742,530 | — |
Notes:
- 2024 base salary for other NEOs (including CTO) set at $550,000 effective Jan 24, 2024 under Prior Employment Agreements .
- 2025 base salary and target bonus under new Employment Agreement effective Jan 8, 2025 .
Performance Compensation
| Component | Metric & Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 Cash Incentive | 50% EPS growth (10% target); 50% Profit Sharing Pool = 1.75% of pre-tax profits | Target bonus $425,000 | Actual payout $742,530 (see Fixed Compensation) | Paid based on FY results |
| 2024 Performance RSUs | 50% EPS growth (10% target); 50% Profit Sharing Pool | 2,500 units (target) | Paid at 174.7% of target; 4,368 shares issued after certification | Vested Jan 8, 2025 |
| 2024 Service RSUs | Service-based | $500,000 grant; 4,200 units | N/A (fixed grant) | Vested Jan 8, 2025 |
| 2025 Performance RSUs (3-year grant) | 50% EPS growth multi-year targets; 50% pre-tax profits | $1,417,500 target value (≈7,800 units); annual tranche target ≈2,600 units | 0–2x target per year based on goals | One-third vests Jan 8, 2026/2027/2028 (subject to goals) |
| 2025 Service RSUs | Service-based | $472,500; 2,600 units granted at $181.27 | N/A (fixed grant) | Vests Jan 8, 2026 |
Key performance targets:
- EPS growth targets for 2025 PRSUs: +10% (2025 vs 2024), +21% (2026 vs 2024), +33% (2027 vs 2024) .
- 2024 PRSU payouts for NEOs certified at 174.7% based on EPS +42.5% and Profit Sharing Pool $9.0M on pre-tax profit $513.7M .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 19,742 shares; <1% of outstanding; as of Mar 17, 2025 |
| Stock Vested in 2024 | 9,373 shares; value realized $1,108,826 (valued at $118.30 per share preceding vest date) |
| Unvested at 12/31/2024 | 4,200 service RSUs (MV $757,806) and 2,500 PRSUs (MV $451,075) using $180.43 close |
| Ownership Guidelines | NEOs: minimum 3× annual base salary; compliance evaluated annually; 5+ year incumbents in compliance at FY2024 |
| Hedging/Pledging | Hedging/short-selling prohibited; pledging strongly discouraged; none of NEOs/directors have pledged or hold in margin accounts as of proxy date |
| Upcoming Vesting | 2025 service RSUs: 2,600 units vest Jan 8, 2026; PRSUs: ~2,600 target units per year vest Jan 8, 2026/2027/2028 subject to performance |
Employment Terms
| Term | CTO Agreement (effective Jan 8, 2025) |
|---|---|
| Agreement term | Initial term to Jan 7, 2028; auto-renews for successive one-year terms unless notice 60+ days before expiry |
| Non-compete & Covenants | 2-year non-compete post-termination; confidentiality, non-solicit, non-disparagement; clawback applies |
| Severance – Without Cause | Base Termination Payments + Separation Pay: 1× base salary + prorated target bonus for year of termination + up to 12 months COBRA premium equivalent (if enrolled) |
| Severance – Good Reason after Change-of-Control (within 12 months) | 1.5× base salary + 1.5× target bonus + prorated target bonus for year of termination + up to 18 months COBRA premium equivalent (if enrolled) |
| Change-of-Control definition | >50% voting power change; sale of substantially all assets; or merger where prior holders own ≤50% post-close; Board determines conclusively |
| Equity acceleration (double trigger) | Unvested service RSUs/PRSUs vest if terminated without Cause or resign for Good Reason within 12 months after a Change-of-Control (double-trigger) |
| CIC payment tax treatment | Cutback to avoid 4999 excise tax (no gross-up) |
Compensation Structure Analysis
- Design uses explicit, formulaic EPS growth and pre-tax profit metrics for both cash incentives and PRSUs, with clear maximum 2× caps and committee discretion to adjust downward only, reinforcing pay-for-performance .
- 2024 Say-on-Pay fell to ~61%, prompting structural changes: new 2025 Employment Agreements, increased benchmarking, shift in compensation mix, and extended PRSU performance periods to multi-year horizons .
- Independent consultant FW Cook advised changes; peer group updated (e.g., Wingstop, Domino’s added) to reflect market comparisons .
Performance & Track Record
- Company 2024 highlights: revenue >$5.3B (+16%), EPS +42.5%, net income +42.2%, operating income +45.9%, 45 new systemwide locations; dividends $162.9M and buybacks $79.8M .
- TSR: +35.8% (2023) and +46.5% (2024); CAP/Pay-versus-Performance charts show correlation of NEO pay with net income, TSR, and EPS .
- Technology and cybersecurity governance: ERM and audit committee oversight of information governance, cyber risk, AI risk committees with cross-functional participation and external testing/training frameworks .
Equity Ownership & Pledging
- Pledging/margin holdings: none among NEOs/directors; stringent trading policy and blackout/pre-clearance processes .
Compensation Peer Group (Benchmarking)
- 2025 peer group includes Bloomin’ Brands, Brinker, Chipotle, Cracker Barrel, Darden, Dave & Buster’s, Dine Brands, Domino’s, Jack in the Box, Papa John’s, Restaurant Brands International, Cheesecake Factory, Wendy’s, Wingstop .
Say-On-Pay & Shareholder Feedback
- 2024 approval ~61% vs ~94% average prior four years; investor outreach informed changes to severance constructs and PRSU performance periods in 2025 agreements .
Investment Implications
- Compensation alignment: Strong linkage to EPS growth and pre-tax profits suggests payouts track fundamental performance; multi-year PRSUs improve retention and reduce short-term selling pressure despite annual vest dates .
- Upcoming vesting cadence: Jan 8 each year (2026–2028) for PRSUs and Jan 8, 2026 for service RSUs; monitor Form 4 activity around these windows for potential selling pressure signals .
- Governance and risk: No pledging; clawback compliant with Nasdaq Rule 10D-1; double-trigger equity acceleration and CIC cutback (no gross-ups) reduce governance red flags .
- Ownership: 19,742 shares beneficially owned provides alignment, though <1% of outstanding; stock ownership guideline (3× salary) applies and is assessed annually .
- Execution risk: CTO accountability aligned with robust ERM and audit oversight for cybersecurity and AI; technology execution remains critical to sustaining TSR and EPS targets embedded in incentives .