TXRH Texas Roadhouse Inc

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)           On June 2, 2023, the Board of Directors (the “Board”) of Texas Roadhouse, Inc., a Delaware corporation (the “Company”), authorized an increase in the number of directors, which constitute the entire Board, from seven to eight. On June 2, 2023 and following the increase in the size of the Board, the Board appointed Wayne L. Jones to fill the vacancy. Mr. Jones will serve on the following committees of the Company’s Board: Audit, Compensation, and Nominating and Corporate Governance.

Mr. Jones, age 64, was appointed as a director because of his chief executive and board of director experience as well as his extensive knowledge of the restaurant industry where he has over 40 years of experience in the industry. Mr. Jones has held senior leadership positions at companies such as BJ’s Restaurants, P.F. Chang’s, Anthony’s Coal Fired Pizza and The Cheesecake Factory. Most recently, Mr. Jones served as the Chief Executive Officer of Anthony’s Coal Fired Pizza from 2017 until his retirement in 2020, as well as served on the board of directors for Craftworks Restaurants from 2015 to 2018.

Mr. Jones will be compensated in accordance with the Company’s previously adopted non-employee director compensation schedule.  In connection with his appointment on June 2, 2023, the Compensation Committee granted Mr. Jones 1,200 restricted stock units, all of which will vest on January 8, 2024, provided he continues to serve on such date.

Except as otherwise disclosed herein, there are no transactions between the Company and Mr. Jones requiring disclosure under this Item 5.02.