Jane Grote Abell
Texas RoadhouseAbout Jane Grote Abell
Independent director at Texas Roadhouse (TXRH) since 2024; age 58. Founding family member of Donatos Pizza; Executive Chairwoman and Chief Purpose Officer of Donatos Pizza and Jane’s Dough Premium Foods since 2010, with prior operating roles including President, COO, CPO, and SVP Business Development during the McDonald’s ownership period. Serves on TXRH Audit and Nominating & Corporate Governance Committees; the Board has affirmatively determined she is independent under Nasdaq and SEC rules. In 2024 each incumbent director, including Ms. Abell during her period of service, attended at least 75% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donatos Pizza | Executive Chairwoman; Chief Purpose Officer | Since 2010 | Founding family member; long-tenured operator and franchising leader |
| Donatos Pizza | President; COO; Chief People Officer (prior roles) | Not disclosed (prior to current roles) | Led operations/people; operating discipline |
| Donatos Pizza (during McDonald’s ownership) | SVP, Business Development | Not disclosed | Led franchising and development under corporate ownership |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Donatos Pizza | Private restaurant chain | Executive Chairwoman; Chief Purpose Officer | No (private) |
| Jane’s Dough Premium Foods | Private food company | Executive Chairwoman; Chief Purpose Officer | No (private) |
| Other public boards | — | None | — |
Board Governance
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member (2025 slate). She is not a committee chair.
- Independence: Board determined she is independent; one of seven independent directors expected post-2025 annual meeting.
- Attendance: In FY2024, Board met 8 times; committees met 21 times (Audit 12, Compensation 5, Nominating 4). Each incumbent director attended at least 75% of aggregate meetings during their service period; all incumbents attended the 2024 annual meeting. Executive sessions of non-employee directors typically occur with each regular Board meeting.
- Board leadership: Gregory N. Moore is Chairman; separation of Chair/CEO roles maintained.
Fixed Compensation
| Period | Cash Components | Equity Components | Total |
|---|---|---|---|
| 2024 actual | $29,167 fees (partial-year from appointment 2/28/24) | Grant of 1,300 service-based RSUs on 2/29/24; grant-date fair value $192,101 (price $147.77 on day prior to grant); vested 1/8/25 | $221,268 |
| 2025 program (Board-wide) | Base: $45,000; Audit member: $12,500; Nominating member: $10,000; Meeting fees: N/A. Implied cash = $67,500 if roles unchanged. | Annual service-based RSU grant: $225,000 ÷ prior-day close ($181.27) = 1,200 RSUs (granted 1/8/25; vest 1/8/26) | Programmatic structure; not individualized beyond roles |
Notes: TXRH adjusted director pay mix for 2025 (higher cash components, slightly lower equity) after FW Cook review to align with peers and reduce equity weight. Cap on total non-employee director comp: $500,000 per year.
Performance Compensation
| Element | Metrics/Design | Status |
|---|---|---|
| Director equity performance linkage | Non-employee directors receive service-based RSUs; no performance metrics tied to director equity; value varies with stock price at vesting | No performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Exchange | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | No current public company boards | None disclosed; TXRH director profile lists no public boards |
| Donatos Pizza / Jane’s Dough Premium Foods | Private | Executive Chairwoman; Chief Purpose Officer | No TXRH related-party transactions disclosed involving Ms. Abell; related-party section lists other parties but not Abell |
Expertise & Qualifications
- 30+ years restaurant industry experience; senior operating, people, and growth roles (President/COO/CPO), plus franchising leadership under corporate ownership (McDonald’s). Brings operator’s perspective on franchising, unit growth, talent, and purpose-led culture.
- Committee placements (Audit; Nominating & Governance) leverage operating oversight, governance/process, and risk sensitivity from multi-brand food industry background.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jane Grote Abell | 1,300 | <1% | As of March 17, 2025 record date |
| Director ownership guidelines | Greater of 5x annual cash compensation or $500,000 | — | 5-year compliance window; all directors in role ≥5 years were compliant at 2024 year-end (Abell appointed 2024) |
| Hedging/pledging | Hedging/speculative trading prohibited under policy; directors subject to pre-clearance/blackouts | — | Stock Trading Policy and “What We Don’t Do” list restrict hedging; no pledging disclosed |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Source/Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions are detailed in the proxy; Company states all Section 16(a) reports were timely for FY2024. |
Potential Conflicts & Related-Party Exposure
- TXRH’s related-party disclosures enumerate transactions for certain insiders (e.g., CEO franchise interests; former director Jaggers franchise stake) but do not list any transaction involving Ms. Abell. This suggests no TXRH-related party dealings tied to her roles at Donatos/Jane’s Dough were identified for FY2024/FY2025 proxy coverage.
- Independence reaffirmed by the Nominating & Corporate Governance Committee; she serves on fully independent committees.
Compensation Structure Analysis (Director)
- Shift in mix (2025 vs 2024): Increase in cash retainers and committee fees; modest reduction in equity grant size to reduce equity concentration and align with mid/large-cap peer practice (FW Cook advised). Governance-friendly cap of $500k on total director pay remains.
- No options, no performance equity for directors; only service-based RSUs, reducing risk of pay-for-nonperformance and aligning with stock price at vesting.
Say-on-Pay & Shareholder Feedback (Context for Board Effectiveness)
- 2024 Say-on-Pay support was ~61% vs ~94% average in the prior four years; Board engaged investors and updated 2025 executive employment agreements, bonus/equity structures, and performance periods in response (not specific to director pay but relevant to governance responsiveness).
Governance Assessment
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Strengths for investor confidence:
- Independent status; placed on Audit and Nominating committees—core oversight seats.
- Deep, relevant restaurant operating and franchising expertise; adds operator’s lens to growth, labor, and unit economics.
- Sound attendance and engagement; Board/committees active, with executive sessions each regular meeting.
- Director compensation structure balanced with clearer cash/equity mix and pay cap; equity is service-based only.
- No related-party transactions disclosed for Abell; no hedging/pledging signals; stock ownership guideline applies with five-year runway for new directors.
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Watch items:
- External executive role at private restaurant group (Donatos/Jane’s Dough) could present theoretical competitive adjacency (restaurants/food); no related-party transactions or conflicts are disclosed, and independence was affirmed. Continue monitoring future disclosures for transactions or overlaps.
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RED FLAGS: None disclosed specific to Ms. Abell (no related-party transactions, no attendance issues, no hedging/pledging, no tax gross-ups or option repricing for directors).