Wayne L. Jones
Texas RoadhouseAbout Wayne L. Jones
Independent director with 40+ years of multi-concept restaurant operating experience. Age 66; joined the Texas Roadhouse board in 2023; serves on the Audit Committee and the Nominating & Corporate Governance Committee; no current public-company directorships disclosed . The board affirms his independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthony’s Coal Fired Pizza | Chief Executive Officer | 2017–2020 | Led brand operations and strategy (as disclosed) |
| Craftworks Restaurants | Independent Director | 2015–2018 | Board experience at a multi-brand operator |
| BJ’s Restaurants; P.F. Chang’s; The Cheesecake Factory | Senior operating roles (various) | Not disclosed | Cumulative industry leadership across well-known brands |
External Roles
| Company | Role | Status |
|---|---|---|
| Public company boards | — | None currently disclosed |
Board Governance
- Committee assignments (2025): Audit Committee; Nominating & Corporate Governance Committee; not a chair .
- Independence: Board determined Mr. Jones is independent for board and committee service .
- Attendance and engagement: In FY2024 the board held 8 meetings and its standing committees held 21; every incumbent director attended at least 75% of the aggregate board and committee meetings; all incumbent directors attended the 2024 annual meeting; executive sessions of non‑employee directors are scheduled with each regular board meeting .
- Overboarding guardrails: Company policy limits outside public boards to ≤4 (case-by-case exceptions); directors must pre-clear new board seats with the Chair and N&CG chair .
- Retirement policy: Non‑employee directors not elected/re‑elected/appointed at age ≥75 (pre‑2006 directors may serve until <80) .
Fixed Compensation
2024 actual director compensation (as reported):
| Component | Wayne L. Jones ($) |
|---|---|
| Fees Earned or Paid in Cash | 52,000 |
| Stock Awards (Grant-Date Fair Value) | 224,770 |
| Total | 276,770 |
2025 director compensation framework (applies to non‑employee directors; amounts per policy):
| Component | Amount |
|---|---|
| Base Cash Retainer | 45,000 |
| Audit Committee Member Fee | 12,500 |
| Nominating & Corporate Governance Committee Member Fee | 10,000 |
| Committee Chair Fees (if applicable) | Audit: 25,000; Compensation: 12,500; N&CG: 12,500 |
| Annual RSU Grant – Non‑Employee Directors | 225,000 grant-date value; granted Jan 8, 2025; vests Jan 8, 2026 |
| Total Compensation Cap (per plan) | 500,000 per director per fiscal year |
Note: Based on Mr. Jones’ committee memberships (Audit; Nominating & Corporate Governance), his 2025 cash fees under the framework would be Base $45,000 + $12,500 (Audit member) + $10,000 (N&CG member) = $67,500, plus the standard $225,000 RSU grant, subject to the $500,000 cap .
Performance Compensation
Directors receive service-based RSUs; no director PSUs or options are disclosed. Grants are fixed-dollar RSUs that vest with service (aligning director pay with shareholder outcomes via share price at vest), and the company rebalanced cash vs equity for 2025 to be less equity-heavy while retaining alignment .
Director equity grant detail for Mr. Jones:
| Year | Instrument | Grant Date | Units | Pricing Basis | Vest Date |
|---|---|---|---|---|---|
| 2024 service | Service-based RSUs | Jan 8, 2024 | 1,900 | $230,000 ÷ $118.30 close (rounded to nearest 100) | Jan 8, 2025 |
| 2025 service | Service-based RSUs | Jan 8, 2025 | 1,200 | $225,000 ÷ $181.27 close (rounded to nearest 100) | Jan 8, 2026 |
Compensation risk controls and policies (directors and executives):
- Stock ownership guidelines for directors: minimum holding equals greater of 5× annual cash compensation or $500,000; compliance expected within 5 years; all non‑employee directors in role ≥5 years were in compliance at FY2024 year‑end .
- Hedging/derivatives prohibition for executives and directors; robust trading policy with pre‑clearance and blackout procedures .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Mr. Jones |
| Prior public boards | None disclosed for Mr. Jones |
| Notable private/other boards | Craftworks Restaurants, Independent Director (2015–2018) |
| Interlocks/conflicts | Proxy does not disclose any interlock or related‑party transaction involving Mr. Jones |
Expertise & Qualifications
- 40+ years in restaurant operations across BJ’s Restaurants, P.F. Chang’s, The Cheesecake Factory; CEO of Anthony’s Coal Fired Pizza (2017–2020) – bringing operator discipline, growth, and brand execution insights .
- Board experience at Craftworks Restaurants; currently serves on TXRH Audit and Nominating & Corporate Governance Committees, contributing operating and governance perspectives; independence affirmed .
- Board engagement: all incumbents (including Mr. Jones) met ≥75% attendance threshold in 2024 .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 1,900 (as of record date March 17, 2025) |
| % of shares outstanding | <1% (per company presentation) |
| Shares outstanding (context) | 66,427,958 (as of record date March 17, 2025) |
| Ownership guidelines for directors | Greater of 5× annual cash compensation or $500,000; 5‑year compliance window |
| Compliance status disclosure | All non‑employee directors in role ≥5 years were compliant at FY2024 year‑end |
Section 16(a) compliance: Company states all required beneficial ownership reports were filed on a timely basis for FY2024 .
Governance Assessment
- Board effectiveness and independence: Mr. Jones is an independent director with deep multi-brand operating experience, serving on key oversight committees (Audit; N&CG). Board confirms his independence; attendance thresholds were met; executive sessions occur each regular meeting, supporting independent oversight .
- Alignment and incentives: Director pay uses service-based RSUs with 1‑year vesting; for 2024, Mr. Jones’ total pay was $276,770 with equity as the majority; 2025 framework balances higher cash retainers with slightly lower equity to reduce equity concentration while maintaining alignment; director pay capped at $500,000 .
- Conflicts/related parties: No related‑party transactions involving Mr. Jones were disclosed; RPTs noted in the proxy involve others (e.g., CEO franchise interests; a retiring director’s Jaggers franchise) but not Mr. Jones .
- Time commitments and overboarding risk: Company policy limits directors to ≤4 outside public boards; Mr. Jones currently holds no public company directorships, reducing overcommitment risk .
- Shareholder sentiment context: 2024 Say‑on‑Pay support was 61% (down from ~94% average in prior four years); board engaged investors and adjusted executive comp programs for 2025 (not specific to directors but signals governance responsiveness) .
- Risk indicators: Hedging/derivatives prohibited; strong trading policy; robust stock ownership guidelines; audit committee met 12× in 2024, indicating significant oversight cadence; no Section 16(a) delinquencies reported .
Overall implication: Mr. Jones’ operator-focused background and committee service support board oversight on strategy, operations, and governance, with no apparent conflicts, solid attendance, and an equity‑aligned pay structure that should bolster investor confidence in board independence and alignment .