Kathleen M. Widmer
Texas RoadhouseAbout Kathleen M. Widmer
Independent director at Texas Roadhouse (director since 2013), age 63, serving on the Compensation and the Nominating & Corporate Governance Committees. She is President and CEO of PRPL Skincare (since April 2024), following senior leadership roles at Johnson & Johnson Consumer Health and Kenvue; she is among the earliest women graduates of West Point and served as a U.S. Army Field Artillery officer . The Board has affirmatively determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PRPL Skincare | President & CEO | Apr 2024–present | Startup leadership in consumer personal care |
| Kenvue (NYSE: KVUE) | Group President, North America & Latin America | May 2023–Dec 2023 | Led spin-off from J&J; regional leadership |
| Johnson & Johnson Consumer Health (NYSE: JNJ) | Company Group Chairman, Consumer North America & Latin America | Dec 2018–May 2023 | Led NA & LatAm portfolio incl. Neutrogena, Tylenol, Aveeno, etc. |
| Johnson & Johnson | Various roles incl. VP Marketing, McNeil Consumer Healthcare | ~1988–2009 | Supply chain and commercial experience |
| Elizabeth Arden (NASDAQ: RDEN) | EVP & Chief Marketing Officer | 2009–2015 | Global growth strategy and marketing execution |
| U.S. Army | Field Artillery Officer | ~5 years | One of artillery’s first women officers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wounded Warrior Project | Director; Chairman of the Board | 2017–2023; Chair 2021–2023 | Non-profit board leadership |
| Public Company Boards | None | — | No current public company directorships (reduces interlock/conflict risk) |
Board Governance
- Committees: Compensation (member) and Nominating & Corporate Governance (member); 2024 and 2025 membership confirmed; compensation committee fully independent .
- Attendance: In FY2024, Board met 8 times; Committees met 21 times (Audit 12, Compensation 5, Nominating & Corporate Governance 4); every incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting; executive sessions of non-employee directors occur with each regular Board meeting .
- Independence: Board determined Widmer is independent; Board composition remains majority independent (7 of 8 post-Annual Meeting in 2025) .
- Leadership: Chairman of the Board is Gregory N. Moore; no Lead Independent Director disclosed .
- Self-assessment: Annual Board self-assessment coordinated by Nominating & Corporate Governance Committee .
- Mandatory retirement: Policy bars re-election at age ≥75 (≥80 for pre-2006 directors) .
Committee Assignments (Current vs Prior)
| Committee | FY2024 | FY2025 |
|---|---|---|
| Compensation | Member | Member |
| Nominating & Corporate Governance | Member | Member |
Meetings and Engagement (FY2024)
| Metric | Count |
|---|---|
| Board meetings | 8 |
| Audit Committee meetings | 12 |
| Compensation Committee meetings | 5 |
| Nominating & Corporate Governance meetings | 4 |
| Executive sessions frequency | In conjunction with each regular Board meeting |
| Attendance threshold met | ≥75% by all incumbents; all attended 2024 annual meeting |
Fixed Compensation
Director compensation is a mix of cash retainers and service-based RSUs, subject to a $500,000 annual cap on total director compensation (cash plus grant-date equity) under the 2021 LTIP .
| Component | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 53,167 (includes prorated Audit Committee member fee in 2023) | 49,000 |
| Stock Awards – Grant Date Fair Value ($) | 224,448 | 224,770 |
| Total ($) | 277,615 | 273,770 |
| Cash Mix (%) | 19.2% (53,167/277,615) | 17.9% (49,000/273,770) |
| Equity Mix (%) | 80.8% (224,448/277,615) | 82.1% (224,770/273,770) |
Cash fee schedule (committee roles set by Compensation Committee): Base director fee $35,000; chair fees: Audit $25,000, Compensation $10,000, Nominating & Corporate Governance $10,000; committee member fees: Audit $10,000; Compensation $7,000; Nominating & Corporate Governance $7,000; no meeting fees .
Performance Compensation
Texas Roadhouse does not grant options or performance share units to non-employee directors; director equity is service-based RSUs (time-vesting). The Compensation Committee engaged FW Cook in 2024 to rebalance 2025 director pay—raising cash portions and reducing equity—while maintaining RSUs as the primary alignment mechanism .
| Feature | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| RSU grant value (non-Chair) | $223,000; granted 1/8/2023; vested 1/8/2024 | $230,000; granted 1/8/2024; vests 1/8/2025 | $225,000; grant sized by prior-day close; annual |
| Chair RSU grant value | $313,000 | $320,000 | $315,000 |
| Option awards | None disclosed | None disclosed | None disclosed |
| Change-in-control | Double-trigger for equity acceleration (policy) | Double-trigger | Double-trigger |
| Clawback policy | Applies to performance-based compensation; policy in place | Applies | Applies |
Other Directorships & Interlocks
| Company/Organization | Public? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company boards | — | None | No public board interlocks disclosed |
| Wounded Warrior Project | No | Director; Chair (2021–2023) | Non-profit; no TXRH conflict indicated |
| PRPL Skincare | No | CEO | Consumer personal care; no TXRH related-party transactions disclosed |
Expertise & Qualifications
- Executive leadership and extensive commercial/supply chain experience in consumer goods and global retail; senior P&L roles across NA/LatAm .
- Early West Point graduate and U.S. Army officer—operational discipline and leadership credentials .
- Marketing and brand-building expertise (Elizabeth Arden CMO; J&J Consumer OTC division president) .
- Board governance experience including non-profit chairmanship .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % | Pledging/Hedging |
|---|---|---|---|
| Mar 7, 2024 | 17,100 | <1% | Company policy prohibits short-selling/derivatives/hedging; no pledging or margin accounts by NEOs and directors as of proxy |
| Mar 17, 2025 | 19,000 | <1% | Same prohibitions; none pledged |
Stock ownership guidelines: Directors must hold at least the greater of 5x annual cash compensation or $500,000; compliance evaluated annually based on year-end stock price. All executives and non-employee directors in role ≥5 years were in compliance at end of FY2024 .
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes | Result |
|---|---|---|---|---|---|
| Advisory Vote on Executive Compensation | 51,057,259 | 3,270,198 | 104,869 | 5,662,062 | Approved; For/(For+Against+Abstain)=93.8% |
Director election votes (2025): Widmer received 52,834,140 For; 1,502,174 Withheld; 96,612 Abstain; 5,662,062 Broker Non-Votes .
Compensation Committee Analysis
- Composition: Crawford (Chair), Moore, Widmer (2024–2025); all members independent .
- Consultant: FW Cook engaged to review non-employee director compensation for FY2025; cash increased, equity reduced to moderate equity weighting .
- Governance protections: Double-trigger change-in-control; clawback policy; prohibition on hedging/short-selling/derivatives .
Governance Assessment
- Strengths: Independence affirmed; robust meeting cadence and executive sessions; director equity aligned via RSUs with annual holdings guidelines; no pledging; no public board interlocks; external governance experience as non-profit chair; compensation structure reviewed with independent consultant .
- Risks/RED FLAGS: None disclosed specific to Widmer—no related-party transactions, hedging, or pledging; her external CEO role at PRPL Skincare is time-intensive but not an apparent TXRH conflict based on disclosures .
- Pay mix signal: Equity-heavy director compensation remained >80% in 2023–2024; 2025 rebalancing increases cash and trims equity, which may slightly reduce market sensitivity but maintains RSU alignment .
Overall, Widmer brings consumer/operational expertise, disciplined leadership background, and consistent governance engagement with no apparent conflicts, supporting investor confidence in board effectiveness .