Hugh J. Carroll
Texas RoadhouseAbout Hugh J. Carroll
Hugh J. Carroll (age 68) is President of International at Texas Roadhouse and was appointed to the Board on August 14, 2025; he will retire from the Company at year-end 2025 and transition to receive non-employee director compensation starting January 1, 2026 . Carroll joined TXRH in August 2012 as VP of International, was named President of International in 2019, and also leads the Jaggers brand; prior roles include acting CEO/President/COO/SVP Operations at Rosinter Restaurants Holding (Moscow) and executive assignments at Carlson Restaurants Worldwide . He brings nearly 40 years of multi-unit restaurant operations and international development experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Roadhouse, Inc. | VP International; President of International; Jaggers brand leader | 2012–present; President since 2019; retirement end-2025 | Leads international franchising and development; oversees Jaggers brand |
| Rosinter Restaurants Holding (Moscow) | Acting CEO; President; COO; SVP Operations | Prior to 2012 | Senior leadership across operations |
| Carlson Restaurants Worldwide | Multiple domestic/international operations executive roles | Prior to 2012 | Multi-unit management and development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed |
Board Governance
- Appointment date: August 14, 2025; Board size increased to nine to add Carroll .
- Independence: Appointed while serving as an executive (President of International), therefore not independent at appointment. Company states he will receive non-employee director compensation starting January 1, 2026 following retirement; committee assignments and formal independence determination not disclosed yet .
- Committee memberships: Not disclosed .
- Attendance: Not disclosed; TXRH’s proxies state directors are expected to attend the annual meeting and that incumbent directors met at least 75% attendance, but Carroll was appointed post-2025 proxy and his attendance is not reported .
Fixed Compensation
Executive (President of International) compensation detail:
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 497,499 | 507,700 |
| Cash Incentive Bonus ($) | 351,643 (actual paid) | 252,350 (target) |
Director compensation framework he will enter (non-employee director, starting Jan 1, 2026):
| Component | Amount/Structure |
|---|---|
| Annual cash base fee | $45,000 (2025 structure) |
| Chair fees | Audit: $25,000; Compensation: $12,500; Nominating/Gov: $12,500 |
| Committee member fees | Audit: $12,500; Compensation: $10,000; Nominating/Gov: $10,000 |
| Equity grant (non-employee director) | RSUs grant-date value $225,000 (1,200 RSUs at $181.27 for 2025 cycle) |
| Compensation cap | $500,000 total per year (cash + grant-date equity) |
Note: Carroll’s specific committee roles and 2026 grant sizing will be set at that time; the above reflects TXRH’s current structure for non-employee directors.
Performance Compensation
Executive equity awards (President of International):
| Grant Type | Grant Date | Grant Value ($) | RSUs (#) | Vest Date |
|---|---|---|---|---|
| Service-based RSUs | Jun 26, 2024 | 490,000 | 2,854 | Jun 26, 2025 |
| Service-based RSUs | Jul 2, 2025 | 504,700 | 2,667 | Jul 2, 2026 |
- TXRH executive incentive design commonly ties cash and equity performance components to EPS growth and pre-tax profits (e.g., 50% EPS growth vs target; 50% profit-sharing pool); this framework is disclosed for named executive officers and reflects broader design, but Carroll’s specific performance metrics were not explicitly detailed in his 8-K compensation summary .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | None disclosed for Carroll |
Expertise & Qualifications
- International franchising and development leadership; multi-brand oversight (Jaggers) .
- Extensive multi-unit restaurant operations in casual dining and fast-food segments .
- Senior executive roles across geographies (Russia, U.S.) .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership at TXRH | Not disclosed for Carroll in 2025 proxy (appointed post-record date) |
| Recent RSU grants | 2,854 RSUs granted 6/26/24 (vested 6/26/25); 2,667 RSUs granted 7/2/25 (vest 7/2/26) |
| Pledging/Hedging | Not disclosed specific to Carroll; TXRH prohibits hedging by executives/directors in its policy |
| Director stock ownership guidelines | Directors must own the greater of 5x annual Board cash compensation or $500,000; compliance expected within 5 years |
Governance Assessment
- Strengths: Deep international and operating expertise; direct accountability for Jaggers and global franchising; aligns with TXRH’s multi-concept growth strategy .
- Independence/transition risk: Appointed to the Board as a sitting executive (not independent); he will retire end-2025 and begin non-employee director compensation in 2026. Formal independence classification and committee assignments are not yet disclosed—monitor for appropriate committee placement post-transition and any cooling-off considerations under exchange rules .
- Compensation/Alignment: Executive pay includes base, annual bonus, and service-based RSUs with clear grant dates and vesting, supporting alignment via equity; as director, he will enter the standard RSU+cash retainer mix with a total compensation cap .
- Conflicts/related parties: No related-party transactions disclosed for Carroll in the 8-K; continue to monitor for any post-retirement consulting or international franchise arrangements that could create conflicts .
RED FLAGS (to monitor):
- Independence: Board service while in management; ensure full retirement before committee roles that require independence .
- Role overlap: Transition from executive oversight of international/Jaggers to Board oversight—watch for any continuing operational influence or consulting arrangements that could impair independence .
- Disclosure gaps: No committee assignments or attendance disclosed yet; ensure forthcoming proxy includes full governance metrics .