Regina A. Tobin
Texas RoadhouseAbout Regina A. Tobin
Regina A. Tobin, age 61, is President of Texas Roadhouse (appointed January 2023) with 29 years at the company and ~39 years in the restaurant industry; she previously served as Chief Learning and Culture Officer (June 2021–January 2023), and earlier as Managing Partner, Market Partner, and VP of Training . Company performance during 2024 included revenue >$5.3B (+16% YoY), diluted EPS growth +42.5%, and net income growth +42.2% amid strong comp sales and unit growth, supporting pay-for-performance outcomes in her incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Roadhouse | President | Jan 2023–present | Senior leadership over core operations; part of NEO executive team |
| Texas Roadhouse | Chief Learning & Culture Officer | Jun 2021–Jan 2023 | Oversaw culture, training; executive leadership experience |
| Texas Roadhouse | Managing Partner; Market Partner; VP of Training | Not disclosed | Operational leadership and talent development across markets |
External Roles
No external public company board roles or outside directorships disclosed for Ms. Tobin in the 2025 proxy .
Fixed Compensation
Multi-year compensation components for Regina A. Tobin:
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 642,500 | 700,000 (effective Jan 24, 2024) | 725,000 (starting Jan 8, 2025) |
| Target Annual Bonus ($) | — | 700,000 (min $0; max $1,400,000) | 725,000 (min $0; max $1,450,000) |
| Non-Equity Incentive (Actual $) | 827,270 | 1,222,991 | — |
| Perquisites (Personal Security; $) | 7,569 | 1,234 | — |
Notes:
- Annual cash incentive structure: 50% tied to EPS growth vs 10% target; 50% tied to a Profit Sharing Pool of 1.75% of pre-tax profits, with downward-only committee discretion .
- 2024 company results drove a total performance payout factor of 174.7% of target for PBRSUs, based on EPS +42.5% and pre-tax profit $513.7M (pool $9.0M), which also aligned with higher cash incentive outcomes .
Performance Compensation
Structure, metrics, and outcomes for Tobin’s incentives:
| Component | Weighting | Target | Actual (2024) | Payout/Outcome | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive – EPS Growth | 50% | +10% YoY EPS | +42.5% | Contributed to overall incentive increase; committee formula ±10% per 1% variance vs target | Paid per annual cycle (2024 non-equity incentive: $1,222,991) |
| Annual Cash Incentive – Profit Sharing Pool | 50% | Pool equals 1.75% of pre-tax profits | Pool $9.0M; pre-tax profit $513.7M | Paid based on fixed participation % and caps; part of overall payout | Paid per annual cycle |
| 2024 PBRSUs (Prior Agreement) | N/A | 3,400 target units (≈$400,000 at $118.30) | 5,940 shares issued (174.7% of target) | Formula mirrors cash incentive (EPS and profit pool; 0–2x target) | Shares issued Feb 28, 2025 for FY2024 |
| 2025 PBRSUs (2025 Agreement) | N/A | 4,000 target units (≈$725,000 at $181.27) | Determined Q1 2026 | 50% based on EPS growth targets (10%, 21%, 33% vs 2024), 50% on profit pool; 0–2x target | Granted Jan 8, 2025; vest Jan 8, 2026 subject to goals |
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Beneficial Ownership (Common Shares) | 18,414 | As of March 17, 2025; <1% outstanding |
| Ownership % of Shares Outstanding | <1% | Per proxy table |
| Unvested RSUs at 12/31/2024 | 4,200 Service; 3,400 Performance | Scheduled to vest Jan 8, 2025 (performance dependent) |
| 2024 RSU Vesting Realized | 10,773 shares; $1,274,446 value | Aggregate stock vested in 2024; values based on closing prices at vest dates |
| 2025 Service RSU Grant | 4,000 units | $725,000 grant value; granted 1/8/2025; vest 1/8/2026 |
| 2025 PBRSU Target Grant | 4,000 units | $725,000 target; granted 1/8/2025; vest 1/8/2026 (performance) |
| Stock Ownership Guidelines | 3x annual base salary (for NEOs other than CEO/President thresholds) | Executives must meet within 5 years; compliance evaluated annually |
| Hedging/Pledging | Prohibited; none pledged | Company policy prohibits hedging/short-selling; none of NEOs hold on margin or pledged |
Upcoming vesting calendar and potential supply:
- Jan 8, 2026: 4,000 service RSUs vest (time-based) .
- Jan 8, 2026: 2025 PBRSUs vest subject to 2025 performance certification (EPS and profit pool) .
- Multi-year PBRSU framework also sets two-year (2026 vs 2024) and three-year (2027 vs 2024) EPS targets of 21% and 33%, respectively, guiding vesting outcomes for subsequent tranches .
Employment Terms
| Term / Provision | Tobin’s Agreement (2025 Employment Agreement) |
|---|---|
| Contract Term | Initial term expires Jan 7, 2028; auto-renews for successive one-year terms unless notice ≥60 days pre-expiry |
| Base & Bonus Framework | Committee discretion to adjust base; annual short-term cash incentive with target bonus and 0–2x payout range |
| Equity Awards | Committee discretion to grant service RSUs and PBRSUs; retention grants currently not used |
| Non-Compete/Restrictive Covenants | Non-compete for 2 years post-termination; confidentiality, non-solicit, non-disparagement; clawback applies |
| Separation Pay – Without Cause | 1x current base salary + prorated target bonus + up to 12 months COBRA premiums (if enrolled) |
| Separation Pay – Good Reason (post-Change-in-Control, within 12 months) | 1.5x base + 1.5x target bonus + prorated target bonus + up to 18 months COBRA premiums (if enrolled) |
| Change-in-Control (CIC) | CIC defined (merger, sale, >50% beneficial ownership) with Board authority to determine occurrence |
| CIC Equity Treatment | Double-trigger acceleration: unvested service RSUs and PBRSUs vest if terminated without Cause or resigns for Good Reason within 12 months post-CIC; pro-rata vesting on death/disability |
| Clawback | Nasdaq Rule 10D-1 compliant clawback covering incentive-based comp over three fiscal years after an Accounting Restatement |
Compensation benchmarking:
- 2024 peer set (cash/equity design review): BJ’s, Bloomin’, Brinker, Chipotle, Cracker Barrel, Darden, Dave & Buster’s, Denny’s, Dine Brands, Jack in the Box, Papa John’s, Red Robin, Cheesecake Factory, Wendy’s .
- 2025 peer set (updated): Bloomin’, Brinker, Chipotle, Cracker Barrel, Darden, Dave & Buster’s, Dine Brands, Domino’s, Jack in the Box, Papa John’s, Restaurant Brands Intl., Cheesecake Factory, Wendy’s, Wingstop .
Say-on-Pay context:
- 2024 say-on-pay approval ~61% (vs ~94% average prior 4 years); changes implemented for 2025 contracts included performance period extensions and revised separation economics responding to investor feedback .
Investment Implications
- Pay-for-performance alignment: Tobin’s incentives explicitly tie to EPS growth and pre-tax profit, with 2024 PBRSUs paying at 174.7% of target on outsized EPS/profit outcomes—supporting incentive sensitivity to shareholder value creation .
- Vesting calendar: Regular January PBRSU/service RSU vesting (e.g., Jan 8) and late-February certification historically for PBRSUs (Feb 28 issuance for FY2024) may concentrate potential insider liquidity windows, though hedging/pledging is prohibited and trading is subject to pre-clearance/blackouts and 10b5-1 plans .
- Retention and change-of-control economics: For non-CEO NEOs like Tobin, severance of 1x base (without cause) or 1.5x base+bonus (Good Reason post-CIC) plus COBRA support, and double-trigger equity acceleration, balance retention with governance (no tax gross-ups; clawback in place) .
- Equity ownership alignment: 18,414 common shares owned (<1%); RSU grants (service and performance) keep a meaningful portion of compensation at risk and equity-linked; stock ownership guidelines require 3x salary within 5 years in role .
- Program changes mitigate prior investor concerns: 2025 employment agreements incorporated market benchmarking, longer performance horizons (multi-year EPS targets), and refined separation terms after 2024 say-on-pay feedback—reducing pay-risk and improving alignment .