Lloyd Paul Marshall
Texas RoadhouseAbout Lloyd Paul Marshall
Lloyd Paul Marshall, age 56, was appointed Chief Growth Officer of Texas Roadhouse effective August 14, 2025; he continues to lead the Bubba’s 33 brand and now works alongside the CEO overseeing construction, design, real estate, development, and facilities. He joined Texas Roadhouse in 1997 as Managing Partner (Killeen, TX), became Market Partner in 2003, and was promoted to Vice President of Operations – Bubba’s 33 in 2021; prior to Texas Roadhouse, he was a multi‑unit operator at Landry’s Seafood and has over 35 years of restaurant industry experience . To contextualize execution and incentive alignment, company performance has shown multi‑year growth.
Company performance (FY):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $4,014,919,000 | $4,631,672,000 | $5,373,332,000 |
| EBITDA ($USD) | $459,034,000* | $507,466,000* | $695,902,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Roadhouse | Managing Partner (Killeen, TX) | 1997–2003 | Led restaurant operations and performance in Killeen, TX |
| Texas Roadhouse | Market Partner | 2003–2021 | Oversaw multi‑unit operations and market execution |
| Texas Roadhouse | Vice President of Operations – Bubba’s 33 | 2021–Aug 2025 | Brand leadership for Bubba’s 33 concept |
| Texas Roadhouse | Chief Growth Officer | Aug 2025–present | Oversees growth functions: construction, design, real estate, development, facilities; continues Bubba’s 33 leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Landry’s Seafood | Multi‑unit operator | Before 1997 | Multi‑unit operational leadership prior to joining TXRH |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $630,000 | Effective with employment agreement dated Aug 14, 2025 |
| Target Annual Cash Bonus | $525,000 | Prorated for 2025 service; performance criteria at Compensation Committee discretion |
| Vacation | 4 weeks per fiscal year | Accrues per company policy |
Performance Compensation
| Instrument | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2025 framework) | EPS Growth (10% target) | 50% | 10% EPS growth target; adjusted ±10% per 1% deviation | TBD | 0x–2x of base target bonus; committee may adjust downward | Cash, paid after year-end |
| Annual Incentive (2025 framework) | Profit Sharing Pool (1.75% of pre‑tax profits) | 50% | Pool comprised of 1.75% of pre‑tax profits | TBD | 0x–2x of base target bonus; committee may adjust downward | Cash, paid after year-end |
| Performance‑Based RSUs (granted 1/8/2025 under prior agreement) | EPS | 50% | 1,700 target PSUs per year (2025–2027 tranches) | TBD | Min 850 / Max 2,550 per tranche | Vests 1/8/2026, 1/8/2027, 1/8/2028 |
| Performance‑Based RSUs (granted 1/8/2025 under prior agreement) | Pre‑tax Profit | 50% | 1,700 target PSUs per year (2025–2027 tranches) | TBD | Min 850 / Max 2,550 per tranche | Vests 1/8/2026, 1/8/2027, 1/8/2028 |
Notes:
- Company 2024 performance PSUs (for Named Executive Officers) paid at 174.7% of target, driven by 42.5% EPS growth and a $9.0 million Profit Sharing Pool on $513.7 million pre‑tax profit; included for program context (not Marshall‑specific) .
Equity Ownership & Alignment
| Equity Type | Grant Date | Shares/Target | Vesting Date | Conditions |
|---|---|---|---|---|
| Service‑Based RSUs (from prior role) | 1/8/2025 | 2,800 RSUs | 1/8/2026 | Continued employment |
| Performance‑Based RSUs (Year 1) | 1/8/2025 | 1,700 target (min 850 / max 2,550) | 1/8/2026 | EPS and pre‑tax profit goals; continued employment |
| Performance‑Based RSUs (Year 2) | 1/8/2025 | 1,700 target (min 850 / max 2,550) | 1/8/2027 | EPS and pre‑tax profit goals; continued employment |
| Performance‑Based RSUs (Year 3) | 1/8/2025 | 1,700 target (min 850 / max 2,550) | 1/8/2028 | EPS and pre‑tax profit goals; continued employment |
Alignment policies:
- Stock ownership guidelines: CEO 5x salary; President 4x; all other NEOs 3x salary; expected compliance within 5 years of assuming role .
- Hedging/pledging: Speculative trading (options, shorts), margin accounts, and pledging are prohibited/strongly discouraged; as of the proxy date, none of the NEOs or directors held TXRH securities in margin accounts or pledged them .
- Double‑trigger equity vesting: Upon Change in Control plus termination without Cause or for Good Reason within 12 months, unvested service‑based and performance‑based RSUs vest at termination; death/disability provides prorated vesting per award agreements .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Effective Aug 14, 2025; initial term to Jan 7, 2028; auto‑renews for successive 1‑year terms unless 60‑day notice |
| Termination Triggers | For Cause; without Cause; resignation for Good Reason (post‑CIC); resignation without Good Reason; death/long‑term disability; retirement |
| Base Termination Payments | Base salary through termination date; any earned but unpaid incentive bonus; accrued PTO; reimbursable expenses |
| Separation Pay – Without Cause | 1x base salary + prorated target bonus for year of termination + approx. 12 months COBRA premiums (if enrolled) |
| Separation Pay – Good Reason (within 12 months post‑CIC) | 1.5x base salary + 1.5x target bonus + prorated target bonus for year of termination + approx. 18 months COBRA premiums (if enrolled) |
| 280G (Excise Tax) | Benefits cut back to $1 below excise tax threshold (no tax gross‑up) |
| Non‑Compete | 2 years post‑termination; restricts competing full‑service casual dining steakhouses in the U.S. and countries where TXRH operates or plans openings (24‑month look‑ahead) |
| Non‑Solicit | 2 years; restricts hiring/soliciting TXRH employees and inducing vendors/suppliers to alter relationships |
| Clawback | Compensation subject to TXRH clawback policy (Policy for Recovery of Incentive Compensation dated Nov 9, 2023 and any future revisions) |
| Dispute Resolution | Mandatory arbitration; waiver of jury trial; Kentucky law; claims must be initiated within one year |
| Deferred Compensation | Eligible to participate per plan terms |
Equity acceleration (award agreements): Double‑trigger vesting on CIC plus qualifying termination; prorated vesting for death/disability as specified .
Related Party Transactions (Marshall)
| Restaurant | Marshall’s Ownership | Royalty Rate | Royalties Paid (FY 2024) | Royalties Paid (26 weeks ended Jul 1, 2025) | Management/Supervision Fees (FY 2024) | Management/Supervision Fees (26 weeks ended Jul 1, 2025) | Distributions to Marshall (FY 2024) | Distributions to Marshall (26 weeks ended Jul 1, 2025) |
|---|---|---|---|---|---|---|---|---|
| Temple, TX (franchise) | 5% | 4.0% | $331,143 | $172,119 | $41,393 | $21,515 | $43,664 | $11,370 |
| Mansfield, TX (JV; TXRH 52.5% owned) | 2% | N/A | N/A | N/A | $425,149 (FY 2024) | $223,593 (26 weeks) | $50,406 | $20,315 |
The filing notes these amounts are distributions from the applicable entities and not compensation paid by the Company to Marshall; they reflect return on investment .
Compensation Committee, Peer Group, and Say‑on‑Pay Context
- Compensation consultant: FW Cook re‑engaged in 2024 to benchmark and redesign 2025 executive compensation and separation payments; Equilar provided peer compensation data in 2024 .
- 2025 executive peer group (14): Bloomin’ Brands; Brinker; Chipotle; Cracker Barrel; Darden; Dave & Buster’s; Dine Brands; Domino’s; Jack in the Box; Papa John’s; Restaurant Brands International; The Cheesecake Factory; The Wendy’s Company; Wingstop .
- 2024 Say‑on‑Pay approval was ~61% vs ~94% average in the prior four years; Board conducted investor outreach and enhanced 2025 program (extended performance periods, modified separation payment rationale, shifted pay mix) .
Investment Implications
- Pay‑for‑performance alignment: Annual bonus and PSUs are explicitly tied to EPS growth and pre‑tax profits with potential 0–2x payout, reinforcing sensitivity to same‑store economics and margin discipline; PSU tranches vest annually (Jan 2026–2028), creating periodic equity events that can influence insider selling windows once awards settle .
- Retention and change‑of‑control economics: Separation pay is moderate (1x salary for without‑cause; 1.5x salary and bonus for CIC‑related Good Reason) and subject to a 280G cutback (no gross‑up), reducing parachute risk while maintaining retention; non‑compete/non‑solicit terms are robust (2 years), limiting immediate competitive exits .
- Alignment safeguards: Prohibitions on hedging/pledging and stock ownership guidelines (3x salary threshold for non‑CEO/President executives with a five‑year compliance runway) support long‑term alignment; none of the NEOs/directors had pledged or margined shares as of the proxy date .
- Governance signals: 2024 say‑on‑pay feedback drove program changes and FW Cook re‑engagement, suggesting responsiveness to shareholder concerns—reducing risk of future pay‑related votes and enhancing program credibility .