Keith Humpich
Texas RoadhouseAbout Keith Humpich
Keith V. Humpich served as Interim Chief Financial Officer from January 4/5, 2023 until June 27, 2023, then continued as Principal Accounting Officer; he is Vice President of Finance and was a Named Executive Officer (NEO) in 2023 . Company performance during and after his interim CFO period has been strong: FY2024 revenue exceeded $5.3B (+16% YoY), diluted EPS grew 42.5%, net income grew 42.2%, and TSR rose 46.5% in 2024 (cumulative TSR values also shown in the proxy’s Pay vs Performance) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Roadhouse (TXRH) | Interim Chief Financial Officer | Jan 4/5, 2023 – Jun 27, 2023 | Bridged CFO transition; signed SEC filings; ensured continuity of financial reporting |
| Texas Roadhouse (TXRH) | Principal Accounting Officer | Jun 28, 2023 – at least FY2023 | Maintained financial controls and reporting post-CFO appointment |
| Texas Roadhouse (TXRH) | Vice President of Finance | 2023–2024 | Oversaw finance; eligible for bonus; received service-based RSU grant for 2023 |
External Roles
- Not disclosed in available filings.
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | 592,000 (includes $100,000 quarterly stipend while Interim CFO/principal accounting officer) | 400,000 (VP Finance; increased from $300,000 on Jan 24, 2024) |
| Target Bonus ($) | 150,000 (VP Finance; payout range 50–150% of target) | 200,000 (VP Finance; payout range 50–150% of target) |
| Actual Cash Incentive Paid ($) | 190,908 (Non‑equity incentive plan compensation) | Not disclosed |
Performance Compensation
Annual Cash Incentive Design (applies to NEOs; Humpich’s VP Finance bonus used same metrics)
| Metric | Weighting | Target | Actual (Company-level) | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Diluted EPS Growth | 50% | 10% annual EPS growth | FY2024 EPS growth 42.5% (company) | Scaled vs 10% (±10% payout per 1% deviation) | Annual cash; no vesting |
| Profit Sharing Pool | 50% | 1.75% of pre‑tax profits | FY2024 profit sharing pool $9.0M on $513.7M pre‑tax profit (company) | Percentage payout vs bonus pool target | Annual cash; no vesting |
| Humpich 2023 Actual Cash Incentive | — | — | $190,908 | Based on above metrics (VP Finance) | — |
Equity Awards to Keith Humpich
| Grant Type | Grant Date | Units | Grant Date Fair Value ($) | Vest Date/Schedule | Notes |
|---|---|---|---|---|---|
| Service-based RSUs (VP Finance, FY2023) | Feb 23, 2023 | 3,426 | 364,629 | Feb 23, 2024 | Authorized for 2023 VP Finance service; no performance RSUs granted to him for 2023 |
| Service-based RSUs (prior period accruals) | Aug 3, 2023 (Q2 2022 service) | 743 (acquisition reported) | N/A | Per grant agreement | Form 4 was filed late (Jan 10, 2024) |
| Service-based RSUs (prior period accruals) | Nov 2, 2023 (Q3 2022 service) | 653 (acquisition reported) | N/A | Per grant agreement | Form 4 was filed late (Jan 10, 2024) |
Company PBRSU Payout Context (NEOs, FY2023 and FY2024)
- FY2023 PBRSU payout examples: CEO target 13,900; actual 17,691 shares issued after certification (≈127% of target); similar scaling for other NEOs; Humpich did not receive PBRSUs for 2023 .
- FY2024 PBRSUs paid at 174.7% of target, driven by EPS +42.5% and $9.0M profit sharing pool on $513.7M pre‑tax profit .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Mar 7, 2024) | 18,840 shares (<1% of outstanding) |
| Unvested RSUs at FY2023-end | 3,426 units valued at $421,946 (price $123.16) |
| Options (exercisable/unexercisable) | None disclosed; tables show stock awards only |
| Shares Pledged/Hedged | Not disclosed; company prohibits speculative trading and outlines 10b5‑1 plans in trading policy |
| Stock Ownership Guidelines | For “other NEOs”: 3x base salary; compliance evaluated annually; execs in role ≥5 years were in compliance at FY2024-end |
Employment Terms
- Agreement Status: Not party to Executive Employment Agreement; no prescribed severance for qualifying terminations unrelated to change-of-control (table shows “—”) .
- Change-of-Control: RSU award agreements for Named Executive Officers include double‑trigger accelerated vesting (termination without Cause or for Good Reason within 12 months post CoC); amounts valued at period‑end stock price and tied to outstanding RSUs .
- Clawback: Company maintains a Dodd‑Frank/Nasdaq Rule 10D‑1 compliant clawback policy for executive officers covering cash incentives and equity gains after an accounting restatement .
- Say‑on‑Pay & Program Changes: 2024 Say‑on‑Pay received ~61% support; Board engaged shareholders, re‑engaged FW Cook, and implemented 2025 Employment Agreements and disclosures in response .
Compensation Structure Analysis
- Mix and Risk: Humpich’s 2023 compensation combined base pay (with interim CFO stipend), annual cash incentive tied to EPS growth and pre‑tax profit, and service‑based RSUs—without performance‑based RSUs (lower equity at‑risk vs core NEOs) .
- Target Changes: His VP Finance target bonus increased from $150k (2023) to $200k (2024), subject to the same 50/50 EPS/profit metrics and 50–150% payout band .
- Program Governance: No options or repricing disclosed; RSUs are the equity vehicle; clawback in place; independent comp committee and consultant (FW Cook) engaged .
Risk Indicators & Red Flags
- Section 16 Compliance: One Form 4 filed late (Jan 10, 2024) for two RSU acquisitions (743 and 653 units) relating to prior period service—minor compliance lapse noted by the company .
- Pledging/Hedging: No pledging disclosures; trading policy prohibits speculative trading and sets 10b5‑1 parameters .
- Say‑on‑Pay Volatility: 2024 support fell to ~61%, largely due to a one‑time separation payment to the prior CFO; program changes underway—broader governance context rather than Humpich‑specific .
Performance & Track Record (Company Context)
- FY2024 Financial Highlights: Revenue >$5.3B (+16% YoY), EPS +42.5%, net income +42.2%, operating income +45.9%; 45 new systemwide locations; dividends $162.9M and buybacks $79.8M .
- TSR Progression: Company TSR increased 40.8% (2020), 17.0% (2021), 5.6% (2022), 35.8% (2023), and 46.5% (2024); vs S&P 1500 Restaurant Sub‑Index peers of 18.9%, 22.6%, −7.9%, 15.1%, and 6.2% respectively .
Investment Implications
- Alignment: Humpich’s pay structure (cash bonus tied to EPS/profit and service‑based RSUs) aligns with near‑term earnings and profitability; absence of PBRSUs reduces equity performance sensitivity versus core NEOs, moderating volatility in realized pay .
- Retention & Selling Pressure: A defined RSU vesting event (Feb 23, 2024 for 3,426 units) can create event‑driven liquidity windows; no pledging disclosed; trading policy and Section 16 oversight mitigate risk despite one late Form 4 .
- Change‑of‑Control Economics: As a 2023 NEO, RSU award agreements include double‑trigger accelerated vesting—important in M&A scenarios; however, lack of a bespoke employment agreement limits guaranteed severance, implying lower embedded change‑of‑control cash costs tied to him individually .
- Program Trajectory: Company’s pay program is being refined after the 2024 Say‑on‑Pay result (engagement + FW Cook + 2025 agreements), which should improve pay‑for‑performance optics; strong 2024 operational/TSR backdrop supports incentive realizations across the team .