Texas Roadhouse, Inc. appointed Gerald L. Morgan as new CEO

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


(c) On March 18, 2021, the Board of Directors (the "Board") of Texas Roadhouse, Inc. (the "Company") appointed Gerald L. Morgan, 60, the Company's President, to serve as the Company's Chief Executive Officer effective immediately. Mr. Morgan's appointment is consistent with the Company's succession plan following the death of W. Kent Taylor on March 18, 2021. Mr. Morgan was recently appointed the Company's President on December 17, 2020. He joined Texas Roadhouse in 1997 as a Managing Partner in Grand Prairie, Texas. Based on the performance of the Grand Prairie restaurant in 2000, he was named Managing Partner of the Year in 2001. He was promoted to Market Partner in 2001 and then subsequently promoted to Regional Market Partner in 2015. Before joining the Company, Mr. Morgan was a multi-unit operator with Bennigan's Restaurants. Mr. Morgan has over 30 years of restaurant industry experience. As a part of his appointment to Chief Executive Officer, Mr. Morgan remained the President of the Company.


Except as set forth below, Mr. Morgan has not had any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Morgan currently holds a beneficial ownership interest in certain franchise restaurants described below. As of December 29, 2020, Mr. Morgan's beneficial ownership interest in such franchised Texas Roadhouse restaurants is set forth in the table below.


Restaurant Morgan Ownership Initial Franchisee Fee Royalty Rate Royalties Paid to Us in Fiscal Year 2020 ($) Management or Supervision Fees Paid to Us in Fiscal Year 2020 ($) 

 Brownsville, TX 3.07 % - 4.0 % 259,995 32,499 

 McKinney, TX 2.0 % - 4.0 % 257,036 32,129 


For the 2020 fiscal year, the total amount of distributions received by Mr. Morgan relating to his ownership interests in the above-referenced restaurants was $25,907. These amounts do not reflect compensation paid by the Company to Mr. Morgan during these periods; rather, these amounts were paid by the applicable entity and reflect a return on investment in these separate restaurant locations.


Additionally, Mr. Morgan currently holds an ownership interest in the Texas Roadhouse restaurant in Mansfield, Texas, which is a restaurant that is owned by an entity that the Company controls and in which the Company holds a 52.5% ownership interest. As of December 29, 2020, Mr. Morgan beneficially owned a 34.5% ownership interest in the Mansfield, Texas restaurant (32.0% interest directly and 2.5% interest indirectly through his parents), which entity paid $231,811 to us for management and supervision fees in fiscal year 2020. Further, the total amount of distributions related to the 34.5% beneficial ownership interest in the Mansfield, Texas restaurant for the 2020 fiscal year was $179,690. These amounts do not reflect compensation paid by the Company to Mr. Morgan during the 2020 fiscal year; rather, these amounts were paid by the applicable entity and reflect a return on investment in this restaurant location. Additional information regarding prior indebtedness to the Company of the Mansfield, Texas restaurant is set forth in the Company's Current Report on Form 8-K dated December 17, 2020.