Michael A. Crawford
Texas RoadhouseAbout Michael A. Crawford
Independent director since 2020; age 57. He chairs the Compensation Committee and sits on the Audit Committee. Background spans CEO/Chairman/President at Hall of Fame Resort & Entertainment Co. (since Dec 2018), prior Global President of Portfolio Management and President, Asia Pacific at Four Seasons (2014–2018), and nearly 25 years at The Walt Disney Company culminating as SVP/GM of Shanghai Disney Resort and President of Shanghai’s Walt Disney Holdings Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Four Seasons Hotels and Resorts | President, Asia Pacific; later Global President of Portfolio Management | 2014–2018 | Led business/capital planning and global design/construction of new hotels |
| The Walt Disney Company | Various roles; rose to SVP & GM, Shanghai Disney Resort; President, Shanghai’s Walt Disney Holdings Co. | “Almost 25 years” | Senior leadership of major international project operations and governance |
External Roles
| Organization | Exchange/Ticker | Role | Since | Notes |
|---|---|---|---|---|
| Hall of Fame Resort & Entertainment Co. | NASDAQ: HOFV | Chairman, President & CEO | Dec 2018 | Sports, entertainment, media enterprise |
| Seaport Entertainment Group | NYSE: SEG | Independent Director | N/A | Develops/owns/operates real estate & entertainment portfolio |
Board Governance
- Committees: Audit Committee member; Compensation Committee chair; Board comprises majority independent directors; Crawford affirmed independent for Board and committee service .
- Attendance: In FY2024 the Board met 8 times; audit 12; compensation 5; nominating 4. Each incumbent director attended at least 75% of meetings and all attended the 2024 annual meeting; executive sessions of non‑employee directors are held with regularity .
- Compensation oversight: As chair, Crawford oversees executive and director pay design, employment agreements, and CD&A inclusion; all committee members are independent .
- Risk oversight: Audit and Compensation Committees jointly assess pay program risk; in 2024 concluded incentives balance performance without encouraging excessive risk-taking .
- Stock trading/hedging policy: Prohibits hedging, short sales, derivatives; strongly discourages pledging; as of the proxy date none of the non-employee directors had pledged or held shares in margin accounts .
Fixed Compensation
| Year | Cash Components (structure) | Cash Earned ($) | Equity Grant | Grant Date | Shares | Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 | Base $35,000; Audit member $10,000; Compensation chair $10,000; Compensation member $7,000 | 62,000 | Service-based RSUs; vest on 1/8/2025 | 1/8/2024 | 1,900 | 224,770 (at $118.30) |
| 2025 | Base $45,000; Audit member $12,500; Compensation chair $12,500; Compensation member $10,000 | Scheduled per role (2025 structure) | Service-based RSUs; vest on 1/8/2026 | 1/8/2025 | 1,200 | 225,000 (at $181.27) |
Notes:
- Total director compensation capped at $500,000 per fiscal year (cash + grant-date equity) .
- TXRH rebalanced director pay mix for 2025: higher cash components, slightly lower equity weight to align with mid/large-cap peers advised by FW Cook .
Performance Compensation
| Element | Metric Linkage | Vesting | Quantum/Terms |
|---|---|---|---|
| Director RSUs (service-based) | None (alignment via stock price at vest) | Annual one-year service vesting (2024 grant vested 1/8/2025; 2025 grant vests 1/8/2026) | 2024: 1,900 RSUs ($224,770 FV); 2025: 1,200 RSUs ($225,000 FV) |
- TXRH uses service-based RSUs for non-employee directors to align interests with shareholders; no director performance metrics are disclosed or used for director equity .
Other Directorships & Interlocks
| Company | Sector Overlap with TXRH | Potential Interlock/Conflict |
|---|---|---|
| Hall of Fame Resort & Entertainment Co. (HOFV) | Entertainment/media vs. casual dining | No TXRH-related transactions disclosed; time-commitment managed under TXRH guidelines limiting directors to ≤4 other public boards |
| Seaport Entertainment Group (SEG) | Real estate/entertainment | No TXRH-related transactions disclosed |
Expertise & Qualifications
- Expertise: CEO experience; hospitality operations; international expansion; strategic planning; capital planning; large-scale development .
- Board qualifications: Independent; chairs Compensation Committee; member of Audit Committee; experience in risk oversight and executive compensation design .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Margin Status | Ownership Guideline |
|---|---|---|---|---|
| Michael A. Crawford | 10,700 | <1% | None pledged/margin as of proxy date | Directors must hold ≥ the greater of 5x annual cash compensation or $500,000; expected within five years of joining the Board |
- Recent insider filings: Filed Form 4 reporting changes in beneficial ownership on Jan 10, 2025, following annual RSU grant/vesting cycles .
Governance Assessment
-
Strengths
- Independence and active leadership as Compensation Committee chair; Audit Committee member enhances cross-functional oversight .
- Strong attendance culture and executive sessions; Board met regularly with joint sessions across committees, supporting coordinated oversight .
- Responsive to shareholder feedback: 2024 Say‑on‑Pay support fell to ~61%; Compensation Committee (chaired by Crawford) re-engaged FW Cook, revamped employment agreements, adjusted pay mix and extended performance periods for executives in 2025 .
- Pay program risk review concluded incentives do not promote excessive risk-taking .
- Hedging/pledging prohibited; directors not using margin/pledges as of proxy date, reducing alignment risk .
-
Watch items / potential risks
- Multiple external roles (HOFV CEO/Chairman and SEG director): monitor time commitments per TXRH policy limiting service on other public boards to ≤4; ensure continued engagement/attendance remains robust .
- As Compensation Committee chair, oversight of consultant independence and director pay mix changes is critical; current disclosure indicates FW Cook independence and benchmarking rationale, which is positive but merits ongoing review .
Related Party Transactions
- No related‑party transactions disclosed involving Crawford. 2024–2025 related party items in the proxy concern a Jaggers franchise entity beneficially owned by director James R. Zarley, leading to his non‑independence and planned board departure; no similar transactions are listed for Crawford .
Director Compensation Structure (TXRH-wide context)
| Component | 2024 Policy | 2025 Policy |
|---|---|---|
| Base cash retainer | $35,000 | $45,000 |
| Committee chair fees | Audit $25,000; Comp $10,000; Nominating $10,000 | Audit $25,000; Comp $12,500; Nominating $12,500 |
| Committee member fees | Audit $10,000; Comp $7,000; Nominating $7,000 | Audit $12,500; Comp $10,000; Nominating $10,000 |
| RSU grant (Chairman) | $320,000; 2,700 RSUs at $118.30; vested 1/8/2025 | $315,000; 1,700 RSUs at $181.27; vest 1/8/2026 |
| RSU grant (non-employee director) | $230,000; 1,900 RSUs at $118.30; vested 1/8/2025 | $225,000; 1,200 RSUs at $181.27; vest 1/8/2026 |
| Total director comp cap | $500,000 per fiscal year | $500,000 per fiscal year |
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval ~61% vs ~94% average prior four years; Board and management engaged shareholders and implemented compensation program changes for 2025 (new agreements, pay mix shifts, longer performance periods), reflecting responsiveness under Crawford’s committee leadership .
Compensation Committee Analysis
- Committee composition: Crawford (Chair), Moore, Widmer—all independent .
- Use of independent consultant: FW Cook engaged (2021, re‑engaged 2024) for executive and director pay benchmarking and employment agreement updates; committee affirmed independence .
- Peer benchmarking: Reviewed mid/large-cap restaurant peers to calibrate programs; director pay mix adjusted for 2025; executive programs refined (e.g., performance RSU periods extended) .
Governance Signals for Investors
- Board effectiveness strengthened by independent leadership, robust meeting cadence, and coordinated committee oversight across risk, audit, and compensation .
- Alignment mechanisms: Director RSUs, stock ownership guidelines, anti-hedging/pledging policy; Crawford’s beneficial ownership and regular Form 4 filings consistent with alignment practices .
- No disclosed conflicts or related-party transactions for Crawford; monitor ongoing external commitments and ensure continued attendance/engagement .