Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


RED ROBIN GOURMET BURGERS, INC.
(Name of the Registrant as Specified In Its Charter)

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RED ROBIN GOURMET BURGERS, INC.
6312 South Fiddler's Green Circle, Suite 200N
Greenwood Village, CO 80111
(303) 846-6000

Where: Red Robin's Yummm U, located at 10000 East Geddes Avenue, Unit 500, Englewood, Colorado 80112 for the following purposes:

We intend to hold our annual meeting in person. However, we are actively monitoring the coronavirus (COVID-19) pandemic and we are sensitive to the public health and travel concerns our stockholders may have and protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as soon as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our annual meeting website at http://www.redrobin.com/eproxy for updated information. If you are planning to attend our annual meeting, please check the website one week prior to the annual meeting date. As always, we encourage you to vote your shares prior to the annual meeting.

Annual Report: We filed with the U.S. Securities and Exchange Commission ("SEC") an annual report on Form 10-K on February 25, 2020 for the fiscal year ended December 29, 2019. A copy of the annual report on Form 10-K has been made available concurrently with this proxy statement to all of our stockholders entitled to notice of and to vote at the annual meeting. In addition, you may obtain a copy of the annual report on Form 10-K, without charge, by writing to Red Robin Gourmet

Burgers, Inc., Attn: Stockholder Services, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111.

Who Can Attend: All stockholders as of the record date, or their duly appointed proxies, may attend the meeting

Date of Mailing: This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April 10, 2020

Whether or not you plan to attend, it is important that your shares be voted at the meeting. Please refer to your proxy card or Notice Regarding the Availability of Proxy Materials for more information on how to vote your shares at the meeting and return your voting instructions as promptly as possible. Thank you for your continued support of Red Robin.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

Red Robin has proudly been serving our Guests for over 50 years and operates in over 550 locations today. The Company has achieved this longevity not by staying the same, but rather by continuing to evolve and build our brand to serve our Guests, stockholders, and communities.

2019 was a year of foundational change for Red Robin. Led by Paul Murphy, our new CEO, with the full support of our board, we outlined and began executing on a strategic plan that we are confident will accelerate our turnaround, enhance our competitive positioning, deliver for our Guests, improve our financial performance, and drive value for all stockholders.

During 2019 and early 2020, decisive actions were taken to reposition Red Robin for disciplined growth, substantial value creation, and responsible governance. These actions included:

The foundational work initiated in the business in 2019 to reset the course of Red Robin has been positive and sustainable as we enter 2020, and was driving steady stock price appreciation prior to the recent coronavirus (COVID-19) impact on the market. While the impact of COVID-19 is still evolving, we are confident that Red Robin's plan will deliver significant long-term value for all our stockholders. As the environment continues to shift, we will continue to engage with our stockholders and remain open to all input on how additional value can be created.

PROXY SUMMARY

MEETING AGENDA, VOTING MATTERS, AND BOARD VOTING RECOMMENDATIONS

Proposal		Board's Voting Recommendation	Page Reference (for more detail)


1	Election of Directors	FOR All nominees	7
2	Advisory Vote to Approve Executive Compensation	FOR	71
3	Amendment to the Company's Amended and Restated Employee Stock Purchase Plan, to increase shares available for issuance	FOR	72
4	Amendment to the Company's 2017 Performance Incentive Plan, as amended, to increase shares available for issuance	FOR	77
5	Ratification of Independent Auditor	FOR	86

ELECTION OF DIRECTORS

In 2020, ten of our current directors are standing for election. Of those ten, five are new Independent Directors appointed in 2019 and 2020 as part of a board refreshment. As previously announced, Director Stuart I. Oran has decided not to stand for re-election at the 2020 annual meeting of stockholders. Following Mr. Oran's retirement from the board as of the date of the 2020 annual meeting of stockholders, we expect that the board size will be reduced to ten members. Mr. Oran will continue his service as a member of the audit committee and the nominating and governance committee until his retirement.

9 of 10

nominees are independent

30%

of nominees are women

50%

of Board committees are chaired by women

7 of 10

nominees have CEO or CFO experience

5 of 10

nominees have turnaround experience

Director Nominee		Director Since	Principal Occupation	Independent	Committee Assignments

Anthony S. Ackil	45	2020	CEO of Streetlight Ventures, a retail support platform for small business and real estate brokers	✓	(1)
Thomas G. Conforti	61	2019	Former Senior Advisor, Executive Vice President and CFO, Wyndham Worldwide	✓	*FC, AC
Cambria W. Dunaway	57	2014	Chief Marketing Officer, Duolingo	✓	*NGC, CC
G.J. Hart	62	2019	Chief Executive Officer, Torchy's Tacos	✓	CC, FC
Kalen F. Holmes	53	2016	Former Executive Vice President (Human Resources), Starbucks	✓	*CC, NGC
Glenn B. Kaufman	52	2010	Managing Member, D Cubed Group investment firm	✓	FC, NGC
Steven K. Lumpkin	65	2016	Consultant, Former Executive Vice President, CFO and director, Applebee's	✓	*AC, FC
Paul J.B. Murphy III	65	2019	President and Chief Executive Officer, Red Robin
David A. Pace	60	2019	Former Chief Executive Officer, Jamba Juice	✓	(C), CC
Allison Page	35	2020	Co-Founder and President, SevenRooms	✓	NGC


AC	Audit Committee	(C)	Denotes Chair of the Board
CC	Compensation Committee	*	Denotes Chair of the Committee
NGC	Nominating and Governance Committee
FC	Finance Committee

(1): Mr. Ackil joined the board in March 2020 and has not yet been appointed to a committee.

BOARD LEADERSHIP SKILLS

Experience / Skills	David A. Pace (Chairman)	Paul J.B. Murphy III (CEO)	Anthony S. Ackil	Thomas G. Conforti	Cambria W. Dunaway	G.J. Hart	Kalen F. Holmes	Glenn B. Kaufman	Steven K. Lumpkin	Allison Page

Public C-Suite Experience	✓	✓	¨	✓	¨	✓	¨	¨	✓	¨
Restaurant / Hospitality Executive Leadership	✓	✓	✓	✓	¨	✓	✓	✓	✓	✓
Accounting / Financial Expertise	✓	✓	✓	✓	¨	✓	✓	✓	✓	✓
Business Transformation	✓	✓	¨	✓	¨	✓	✓	¨	¨	¨
Technology Strategy	✓	¨	✓	✓	¨	✓	¨	¨	✓	✓
Marketing / Consumer Insights	✓	✓	¨	✓	✓	✓	¨	✓	✓	✓
M&A Experience	¨	¨	¨	✓	¨	¨	¨	✓	✓	✓
Value Creation	✓	✓	✓	✓	¨	✓	¨	✓	✓	✓
Diversity	¨	¨	¨	¨	✓	¨	✓	¨	¨	✓
Governance / Legal	✓	¨	¨	¨	✓	¨	✓	✓	¨	¨

CORPORATE GOVERNANCE HIGHLIGHTS

✓: Declassified board of directors
✓: Independent chair of the board of directors
✓: All directors are independent other than our CEO
✓: All committee members are independent
✓: Majority voting standard for uncontested director elections
✓: Plurality voting standard for contested director elections
✓: Board members have diverse backgrounds, expertise, and skills
✓: Robust board, committee, and director evaluation process completed annually instead of age or term limits
✓: Board of directors and each committee regularly meet in executive session without members of management
✓: Frequent engagement with institutional investors
✓: Added a finance committee in 2019 to provide guidance on long-range planning, budget and capital allocation, and stockholder engagement
✓: Annual review of our succession plan and talent development plan
✓: Directors receive regular governance updates to stay well-informed and evaluate governance trends
✓: Limits on outside board service for board members
✓: Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors
✓: Directors regularly engage in in-boardroom and outside director education
✓: Increased focus on environmental stewardship

STOCKHOLDER INTERESTS AND RIGHTS

✓: Ability for stockholders to call special meeting
✓: Input from stockholder outreach incorporated in decision-making process
✓: Prohibition of hedging and pledging of our common stock

STOCKHOLDER ENGAGEMENT

We believe that strong corporate governance includes engagement with our stockholders and considering their views. This past year, we reached out to or held meetings and discussions with stockholders representing more than 90% of our institutional stockholder base. We greatly value the feedback received from our stockholders, which is promptly shared with the board. This engagement provides valuable insight that informs the work of both management and the board.

RRGB Participants

Types of Engagement

Topics Covered

•

Independent Directors

•

Executive Management

•

Stockholders (portfolio managers and corporate governance departments)

•

Investor conferences

•

Earnings conference calls

•

Proxy advisory firms

•

Prospective stockholders

•

Key value drivers and competitive differentiators

•

Capital structure and capital allocation priorities

•

Key strategic initiatives and opportunities

•

Financial performance and goals

•

Board composition: qualifications, diversity, skills, and leadership structure

•

ESG risks and opportunities

•

Risk management

•

Executive compensation policies and design

•

Shareholder rights plan

COMPANY HIGHLIGHTS

✓: Iconic, niche brand founded in 1969 in Seattle, WA
✓: 556 casual dining restaurants in 44 states and Canada
✓: 454 company-owned locations (~80% of the portfolio)
✓: The Gourmet Burger Authority™ with burger sales mix of ~66% of entrée sales
✓: One of the largest industry loyalty programs with more than 9 million members
✓: New CEO and independent board focused on creating long-term value for stockholders, Guests, Team Members, and communities

Over the past year, our board has taken decisive actions to ensure we have the right leadership team and board members in place to position the Company for long-term success. In October 2019, Paul J.B. Murphy III was appointed as President and Chief Executive Officer. Mr. Murphy is a highly

accomplished restaurant executive with significant turnaround and brand repositioning experience. During the past six months, the Company has appointed six new highly qualified directors to the board, five of whom are independent—Anthony S. Ackil, Thomas G. Conforti, G.J. Hart, David A. Pace, and Allison Page—along with Mr. Murphy. These individuals possess significant restaurant, consumer, and retail experience relevant to the Company's business, as well as track records of leading successful business transformations to create stockholder value.

At the same time, the board and management team have remained focused on executing our strategic plan, accelerating Red Robin's turnaround, and transforming the business to drive value for all stockholders. We continue to make progress toward our goals, as demonstrated by 2019 improvements in comparable restaurant revenue, customer satisfaction scores, manager staffing levels, and hourly turnover, among other key metrics.

During fourth quarter 2019, we delivered our second consecutive quarter of comparable restaurant revenue growth, despite significant discounting practices from the prior-year period. We attribute these positive results to benefits reaped from our focused execution of the early stages of our turnaround plan in 2019, including staffing, operational, and marketing improvements.

SUSTAINABILITY

Red Robin's strategy is closely tied to the communities in which it operates. Our ability to deliver long-term value for all of our stockholders is loosely connected to the strength and long-term sustainability of each state and the overall economy and environment. This is why our board and management team are focused on collaborating with our communities to further a sustainable future.

Corporate Responsibility: Environmental, Social, and Governance (ESG)

Red Robin's sustainability practices are focused on environmental stewardship, our Team Members, supply chain integrity, and supplier initiatives. Each year we track our progress, review our performance, and set new targets to achieve our long term goals.

•: Increased focus on environmental stewardship. Red Robin (i) switched to energy-efficient LED lighting in all restaurants, (ii) piloted the use of solar panels in select restaurants, (iii) actively manages energy usage, and (iv) expanded its recycling and waste reduction efforts.
•: Supply chain integrity. Red Robin has high quality ingredients and food quality and safety standards and seeks suppliers that promote humane farming.
•: Supplier initiatives. Red Robin has high quality standards for our suppliers and our growers help maintain the sustainability and integrity of our supply chain. We recognize and celebrate our suppliers for their sustainability progress.

EXECUTIVE COMPENSATION HIGHLIGHTS

✓: Pay for performance-focused executive compensation structure, with a significant portion of pay "at-risk"
✓: Independent compensation committee approves executive compensation structure and performance goals
✓: Independent compensation consultant advises the compensation committee
✓: Double trigger required for cash severance and equity vesting upon change in control (other than certain performance awards)
✓: Meaningful stock ownership guidelines for executives and board members
✓: Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors
✓: Clawback policy for the return of certain cash and equity executive incentive compensation in the event of a financial restatement
✓: No excessive perks
✓: No incentivizing of short-term results to the detriment of long-term goals and results
✓: Compensation practices are appropriately structured to avoid incentivizing excessive risk taking
✓: No excise tax gross ups for change in control related situations
✓: No repricing of underwater options without stockholder approval
✓: Achievement against targets on the performance-based portion of the 2017-2019 long-term incentive program resulted in minimal award
✓: Only a 33% payout of the annual incentive compensation program based on slightly above threshold achievement of the performance goals

The Board of Directors ("board" or "board of directors") of Red Robin Gourmet Burgers, Inc. ("Red Robin" or the "Company") is providing this proxy statement to stockholders in connection with the solicitation of proxies on its behalf to be voted at the annual meeting of stockholders. The meeting will be held on Thursday, May 21, 2020, beginning at 8:00 a.m. MDT, at Red Robin's Yummm U, located at 10000 East Geddes Avenue, Unit 500, Englewood, Colorado 80112. The proxies may be voted at any time and date to which the annual meeting may be properly adjourned or postponed.

Because Company board meetings are rarely conducted in public, it is sometimes difficult for stockholders to assess the strength of a board's decision-making and actions. But that is not the case for Red Robin's directors; their leadership has been made apparent via many actions, including:

As of the date of this proxy statement, our board of directors consists of eleven directors, all of whom are independent except our CEO. Therefore, currently, 91% of our board is independent. Following the annual meeting, if all director nominees are elected, all ten continuing directors will be independent, except our CEO.

On February 6, 2020, we increased the size of our board of directors to ten members and appointed Allison Page to fill the resulting vacancy and on March 26, 2020, we increased the size of our board of directors to eleven members and appointed Anthony S. Ackil to fill the resulting vacancy. As previously announced, Director Stuart I. Oran has decided not to stand for re-election at the 2020 annual meeting. Following Mr. Oran's retirement from the board as of the date of the 2020 annual meeting of stockholders, we expect that the board size will be reduced to ten members. The board may decide at a later time to add one or more directors who possess skills and experience that may be beneficial to our board and the Company. All of our directors are elected on an annual basis for a one-year term.

The directors elected at this annual meeting will serve in office until our 2021 annual meeting of stockholders or until their successors are duly elected and qualified. Each of our nominees has consented to serve if elected and we expect each of them will be able to serve if elected. If any of our nominees should become unavailable to serve as a director, our board of directors can name a substitute nominee, and the persons named as proxies in the proxy card, or their nominees or substitutes, will vote your shares for such substitute nominee unless an instruction to the contrary is written on your proxy card.

The board recommends that you vote FOR all of the board's nominees to serve as directors of the Company.

Our board has delegated to the nominating and governance committee the responsibility for reviewing and recommending nominees for director. The board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the committee.

In evaluating a director candidate, the nominating and governance committee considers the candidate's independence, character, corporate governance skills and abilities, business experience, industry specific experience, training and education, commitment to performing the duties of a director, and other skills, abilities, or attributes that fill specific needs of the board or its committees. While there is no policy for consideration of diversity in identifying director nominees, our board is committed to diversity and the nominating and governance committee considers diversity in business experience, professional expertise, gender, and ethnic background, along with various other factors when evaluating director nominees. The nominating and governance committee will use the same criteria in evaluating candidates suggested by stockholders.

The nominating and governance committee is authorized under its charter to retain, at our expense, outside search firms and any other professional advisors it deems appropriate to assist in identifying or evaluating potential nominees for director.

Below, you can find the principal occupation and other information about each of our director nominees standing for election at the annual meeting. Information related to each of our director nominee's key attributes, experience, and skills, as well as their recent public company board service is included with each director's biographical information. Our board is comprised of a highly diverse array of leaders with relevant experience and leadership in each of the key areas of greatest importance to our financial and more general sustainability. Our board has a shorter average tenure and a younger average age than the mean. Our board is also steadily refreshed, has an independent board chair, and has three women among its ten director nominees. In a steadily evolving sector such as ours, these are attributes that are core to our ability to be nimble and take advantage of opportunities as they arise.

Proposal No. 1 requires the approval of a majority of the votes cast for each director. Abstentions and broker non-votes are not considered votes cast and therefore will have no effect on the outcome of the vote.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE DIRECTOR NOMINEES.

The board of directors has created and oversees corporate governance guidelines which can be viewed on our website at www.redrobin.com. These guidelines include:

Under the Company's corporate governance guidelines, the board maintains a policy and plan for the development and succession of the CEO and senior management that includes:

Mr. Murphy regularly meets with the full board on his performance, and the CEO's annual performance evaluation is conducted under the oversight of the compensation committee. Our CEO conducts annual and interim performance and development evaluations of the other senior executives and reviews these evaluations with the compensation committee or full board.

The board and management believe the Company's relationships with our stockholders and other stakeholders are an important part of our corporate governance responsibility and recognize the value of continuing communications. In 2019, we reached out to engage with all of our top 20 stockholders, representing over 90% of our outstanding shares.

This approach has resulted in our receiving important input and perspectives that have informed our decision making and resulted in the addition of new independent directors. Throughout the year, we proactively engage with our stockholders directly, through individual meetings, attendance at investor conferences, issuance of press releases, and quarterly conference calls, as well as other stockholder communications. We discuss topics of importance to both our Company and stockholders, including value creation, strategy and performance, board refreshment and leadership changes, capital structure and allocation, and governance matters.

The board values stockholder communication and provides many means for it to occur, including attending the annual meeting, voting, engaging, and writing, by sending a letter to the director, the board of directors, or the committee addressed to: Board of Directors, 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111, or by sending an e-mail to the board's dedicated email address: Board@redrobin.com. Our finance committee and full board is involved in overseeing stockholder engagement.

With respect to issues arising under the Company's Code of Ethics, you may also communicate directly with the chair of the audit committee, director of internal audit, or the compliance officer in the manner provided in the Company's Problem Resolution and Whistleblower Policy and Reporting Procedures. Both the Code of Ethics and the Problem Resolution and Whistleblower Policy and Reporting Procedures may be found on the corporate governance section of the investor relations tab of our website at: www.redrobin.com.

Red Robin follows the Investor Stewardship Group's (ISG)
Corporate Governance Framework for U.S. Listed Companies



		ISG Principle				Red Robin Practice

		Principle 1: Boards are accountable to stockholders.				• Declassified board structure with all directors standing for election annually • Majority voting in uncontested director elections, plurality voting in contested elections, and directors not receiving majority support must tender their resignation for consideration by the board

		Principle 2: Stockholders should be entitled to voting rights in proportion to their economic interest.				• No dual class structure; each stockholder gets one vote per share

		Principle 3: Boards should be responsive to stockholders and be proactive in order to understand their perspectives.				• Management and board members engaged directly with investors owning approximately 70% of shares outstanding in 2019 • Engagement topics included value creation, Company strategy and performance, board refreshment and leadership changes, capital structure and allocation, compensation philosophy and goal setting, and governance

		Principle 4: Boards should have a strong, independent leadership structure.				• Strong independent board chair • Board considers appropriateness of its leadership structure at least annually • Strong independent committee chairs • Proxy discloses why board believes current leadership structure is appropriate

		Principle 5: Boards should adopt structures and practices that enhance their effectiveness.				• Board members have diverse backgrounds, expertise, and skills • Currently, 91% of board members are independent • Robust board annual evaluation process and regular board education instead of arbitrary age or term limits • Active board refreshment plan; five new independent board members through refreshment in last year • Directors attended over 75% of combined total board and applicable committee meetings in 2019, and all directors attended the 2019 annual meeting • Limits on outside board service for board members • Independent directors meet regularly in board and committee executive session without members of management present • Annual review of succession plan and talent development plan • Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors

		Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company.				• Executive compensation program received approximately 90.7% stockholder support in 2019 • Compensation committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies • Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives

The board recognizes one of its key responsibilities is to evaluate and determine the optimal leadership structure to provide independent oversight of management. Accordingly, at this time, we believe it is appropriate for our board to maintain the separation of the roles of board chair and chief executive officer. David Pace currently serves as chair of the board because of his significant leadership experience, especially in the food and beverage retail industry, among other reasons.

The separation of the roles of board chair and chief executive officer allows our chief executive officer to focus on managing the Company's business and operations, and allows Mr. Pace to focus on board matters, which we believe is especially important in light of the high level of regulation and scrutiny of public company boards. Further, we believe the separation of these roles ensures the independence of the board in its oversight role of evaluating and assessing the chief executive officer and management generally.

In 2019, our prior board chair, Ms. Moore, was appointed as our interim president and chief executive officer. She temporarily served in that position until the board appointed Mr. Murphy as president and chief executive officer. Mr. Pace succeeded Ms. Moore as chair of the board in November 2019. Ms. Moore retired from the board in December 2019.

Our executive officers have the primary responsibility for enterprise risk management within our Company. Our board actively oversees the Company's risk management and regularly engages in discussions of the most significant risks the Company faces and how these risks are being managed. The board receives regular reports on enterprise risk areas from senior officers of the Company, including the areas of food safety and data security. The board delegates certain risk oversight functions to the audit committee. Under its charter, the audit committee is responsible for oversight of the enterprise risk assessment and management process framework and ensures the board or a designated committee is monitoring the identification, assessment, and mitigation of all significant enterprise risks. The audit committee oversees policies and guidelines that govern the process by which major financial and accounting risk assessment and management may be undertaken by the Company. The audit committee also oversees our corporate compliance programs and the internal audit function. In addition, the other board committees receive reports and evaluate risks related to their areas of focus. The committees regularly report to the full board on the assessment and management of these risks. The board believes the work undertaken by the audit committee, together with the work of the other committees, the full board, and the senior officers of the Company, enables the board to effectively oversee the Company's risk management.

A key role of the board is to ensure that it has the skills, expertise, and attributes needed in light of the Company's strategy, challenges, and opportunities. The board believes that there are skill sets, qualities, and attributes that should be represented on the board as a whole but do not necessarily need to be possessed by each director. The nominating and governance committee thus considers the qualifications and attributes of incumbent directors and director candidates both individually and in the aggregate in light of the current and future needs of the Company. The nominating and governance committee assists the board in identifying and evaluating persons for nomination or renomination for board service or to fill a vacancy on the board. The nominating and governance committee's evaluation process does not vary based on whether a candidate is recommended by a stockholder, a board member, a member of management, or self-nomination. Once a person is identified as a potential director candidate, the committee may review publicly available information to assess whether the

candidate should be further considered. If so, a nominating and governance committee member or designated representative for the nominating and governance committee will contact the person. If the person is willing to be considered for nomination, the person is asked to provide additional information regarding his or her background; his or her specific skills, experience and qualifications for board service; and any direct or indirect relationships with the Company. In addition, one or more interviews may be conducted with nominating and governance committee and board members, and nominating and governance committee members may contact one or more references provided by the candidate or others who would have first-hand knowledge of the candidate's qualifications and attributes.

The board considers the recommendations of the nominating and governance committee and then makes the final decision whether to renominate incumbent directors and whether to approve and extend an invitation to a candidate to join the board upon appointment or election, subject to any approvals required by law, rule or regulation.

The board, led by its nominating and governance committee, is actively engaged in succession planning and talent development, with a focus on the CEO and senior management of the Company. The board and the nominating and governance committee consider talent development programs and succession candidates through the lens of Company strategy and anticipated future opportunities and challenges. At its meetings throughout the year, the nominating and governance committee reviews progress of talent development and succession programs and discusses internal and external succession candidates, including their capabilities, accomplishments, goals, and development plans. The full board also reviews and discusses talent strategy and evaluations of potential succession candidates. In addition, potential leaders are given frequent exposure to the board, which enables the board to select successors for the senior executive positions when appropriate.

Our board of directors has determined that each of our directors, except our CEO, Mr. Murphy, qualifies as an independent director under the rules promulgated by the SEC and The Nasdaq Stock Market® ("Nasdaq") listing standards. Therefore, 91% of our current directors are independent. Pursuant to these rules and standards, only independent directors may serve on the board's audit committee, compensation committee, and nominating and governance committee. All members of all board committees are independent in accordance with SEC rules and Nasdaq listing standards. There are no family relationships among any of our executive officers, directors, or nominees for directors.

Our board is committed to diversity and includes three women and directors with a diverse set of backgrounds, experience, and skills, including.

✓

Executive leadership

✓

Business transformation

✓

Technology strategy

✓

Marketing and consumer insights

✓

Governance

✓

Accounting

✓

Talent and organizational development

✓

Finance, investor relations, strategic transactions, and M&A

✓

Restaurant executive leadership

✓

Value creation

The board of directors held eighteen meetings in 2019, including four in-person meetings. Each of our current directors who served in 2019 attended at least 75% of the aggregate total of meetings of the board of directors and committees during their period of service in 2019. The non-management directors of the Company meet at least quarterly throughout the year and as necessary or appropriate in executive sessions at which members of management are not present.

The board of directors strongly encourages each of the directors to attend the annual meeting of stockholders. All of our directors serving at the time attended our 2019 annual meeting.

Our board of directors currently has four standing committees: an audit committee, a compensation committee, a finance committee, and a nominating and governance committee. We added the finance committee in 2019 to provide guidance on long-range planning, budget and capital allocation, and extraordinary stockholder engagement, among other matters. Each standing committee generally meets at least once each quarter. In addition, other regular and special meetings are scheduled as necessary and appropriate depending on the responsibilities of the particular committee. Each committee regularly meets in executive session without management present. Each board committee operates pursuant to a written charter. The charter for each committee is available on the corporate governance section of the investor relations tab of our website at www.redrobin.com. Committee charters are reviewed at least annually by the respective committee to revise and update its duties and responsibilities as necessary.



		Name of Committee and Principal Functions				Current Members and Number of Meetings in 2019

		Audit Committee				*Committee Members:*
		• Oversees our financial reporting activities, including our annual report and the accounting standards and principles followed. • Reviews earnings releases and annual and quarterly reports, including use of any non-GAAP disclosures. • Oversees the disclosure process, including understanding and monitoring of the Company's disclosure committee. • Selects and retains the independent auditor. • Participates in the process to rotate and select the lead audit partner at least every five years. • Reviews scope and results of audit to be conducted by the independent auditor. • Evaluates performance and monitors independence, commitment to objectivity, and skepticism of selected independent auditor. • Approves the budget for fees to be paid to the independent auditor for audit services and non-audit services; evaluates fees for reasonableness and fairness based on benchmarking. • Oversees the Company's internal audit function, scope and plan, and the Company's disclosure and internal controls. • Oversees the Company's ethical and regulatory compliance. • Provides oversight of the Company's enterprise risk management. • Regularly meets with independent auditor in executive session. • Participates in the evaluation of independent auditor and lead audit partner.				Steven K. Lumpkin Thomas G. Conforti Stuart I. Oran Chairperson Determined by the board to be an audit committee financial expert as defined under SEC rules *Number of Meetings in 2019:* The audit committee held eight meetings in 2019, of which two were in-person meetings.



		Name of Committee and Principal Functions				Current Members and Number of Meetings in 2019

		Compensation Committee				*Committee Members:*
		• Develops and performs an annual performance evaluation of our chief executive officer. • Approves salary, short-term, and long-term incentive compensation programs for the CEO and all executive officers. • Reviews and adopts employee benefit plans. • Reviews and approves compensation for directors. • May engage, at our expense, compensation consulting firms or other professional advisors to assist in discharging its responsibilities, as necessary.				Kalen F. Holmes Cambria W. Dunaway G.J. Hart David A. Pace Chairperson *Number of Meetings in 2019:* The compensation committee held six meetings in 2019, of which two were in-person meetings.

		Nominating and Governance Committee				*Committee Members:*
		• Identifies, evaluates, and recommends to the board of directors, candidates for appointment or election to the board and their independence. • Determines whether to recommend to the board to include the nomination of incumbent directors in the proxy statement. • Considers candidates to fill any vacancies that may occur. • At least once a year, considers whether the number of directors and skill sets is appropriate for the Company's needs and recommends to the board any changes in the composition of the board. • Evaluates and recommends to the board committee structure and membership. • Develops and oversees the Company's corporate governance policies. • Oversees the Company's litigation and insurance coverage. • Oversees the process to assess the performance of the board and its committees.				Cambria W. Dunaway Kalen F. Holmes Glenn B. Kaufman Stuart I. Oran Allison Page Chairperson *Number of Meetings in 2019:* The nominating and governance committee held six meetings in 2019, of which three were in-person meetings.



		Name of Committee and Principal Functions				Current Members and Number of Meetings in 2019

		Finance Committee				*Committee Members:*
		• Participates in and provides guidance to the board of directors and management on: o material acquisitions and dispositions; o long range planning; o annual budget; o capital allocation (including share repurchase programs and 10b5-1 plan); o adjustments to capital structure; and o extraordinary stockholder engagement.				Thomas G. Conforti G.J. Hart Glenn B. Kaufman Steven K. Lumpkin Chairperson *Number of Meetings in 2019:* The finance committee held five meetings in 2019, of which one was an in-person meeting.

As provided in our corporate governance guidelines, without specific approval from our board, no director of the Company may serve on more than four public company boards (including the Company's board) and no member of the audit committee may serve on more than three public company audit committees (including the Company's audit committee). Any audit committee member's service on more than three public company audit committees will be subject to the board's determination that the member is able to effectively serve on the Company's audit committee.

A stockholder may submit the name of a director candidate for consideration by the nominating and governance committee by writing to: Nominating and Governance Committee of the Board of Directors, Red Robin Gourmet Burgers, Inc., 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, CO 80111.

The stockholder must submit the following information in support of the candidate: (a) all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written consent to serve as a director if elected; and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company's books, and of such beneficial owner, (ii) the class and number of shares of the Company that are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of such stockholder's notice by, or on behalf of, such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to shares of stock of the Company, and (iv) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the

percentage of the Company's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Company's voting shares to elect such nominee or nominees.

For 2019, we had no material related party transactions which were required to be disclosed in accordance with SEC regulations.

The board of directors recognizes transactions between the Company and certain related persons present a heightened risk of conflicts of interest. To ensure the Company acts in the best interest of our stockholders, the board has delegated the review and approval of related party transactions to the audit committee. Pursuant to our Code of Ethics and the audit committee charter, any related party transaction required to be disclosed in accordance with applicable SEC regulations must be reviewed and approved by the audit committee. In reviewing a proposed transaction, the audit committee must:

After its review, the audit committee will only approve or ratify transactions that are fair to the Company and not inconsistent with the best interests of the Company and our stockholders.

During the last completed fiscal year, Cambria W. Dunaway, G.J. Hart, Kalen F. Holmes, Glenn B. Kaufman, Aylwin B. Lewis, and David A. Pace each served as members of the Company's compensation committee for all or a portion of such period. None of the members of the compensation committee is, or at any time has been, an officer or employee of the Company. None of our current executive officers serves as a director of another entity that has an executive officer who serves on our board.

The compensation program for our directors is set forth in the table below. The director compensation program is evaluated annually by the compensation committee's independent consultant to assess the program's alignment with the market. As a result of the analysis, no changes to the compensation program were made in 2019.

Annual Retainer

Each non-employee director of the Company receives an annual cash retainer of $70,000, payable in substantially equal quarterly installments. In addition, the chair of the board and each board committee chair receive annual retainers in substantially equal quarterly installments:

Chair of the board

$85,000

Chair of audit committee

$15,000

Chair of compensation committee

$12,500

Chair of nominating and governance committee

$7,500

Chair of the finance committee

$10,000

In light of the impact of COVID-19 on the global business environment and on the Company's stock price, the compensation committee decided to take certain additional actions with respect to the board of directors 2020 compensation in order to meaningfully reduce costs. In March 2020, the Company temporarily reduced the annual cash retainer and committee chair fees by 20%.

Equity Awards

Each non-employee director receives an annual grant of restricted stock units with a grant date value of approximately $110,000 and a vesting term of one year or the date of the next annual meeting of stockholders, whichever is earlier. The vesting term is consistent with the Company's declassification of its board of directors with annual elections for one-year terms (until the next annual meeting) in accordance with governance best practices.

The following table sets forth a summary of the compensation earned by our non-employee directors in fiscal 2019.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)

Current Directors*
Thomas G. Conforti(3)	51,829	91,642	-	143,471
Cambria W. Dunaway	77,500	109,995	-	187,495
G.J. Hart(3)	47,274	91,667	-	138,941
Kalen F. Holmes	82,500	109,995	-	192,495
Glenn B. Kaufman	70,000	109,995	-	179,995
Steven K. Lumpkin	85,000	109,995	-	194,995
Stuart I. Oran	70,000	109,995	-	179,995
David A. Pace(3)	83,113	91,642		174,755
*Former Directors*
Pattye L. Moore(4)	24,544	109,994	-	134,538
Aylwin B. Lewis(5)	41,250	109,995	-	151,245

*: Does not include Directors Allison Page and Anthony Ackil who were appointed in 2020 and therefore did not receive any compensation for 2019.
(1): Each director was awarded 3,562 restricted stock units in May 2019. The fair value of such restricted stock units was computed in accordance with the guidance for accounting for stock compensation at $30.88 per share for all directors. All such restricted stock units are subject to vesting in full one year from the date of grant, or the date of the next annual meeting of stockholders, whichever is earlier.
(2): The aggregate amount of all other compensation paid to each director in fiscal year 2019 did not exceed $2,500 per director.
(3): Messrs. Conforti, Hart, and Pace joined the board in August 2019.
(4): Ms. Moore served as the Company's interim chief executive officer commencing April 3, 2019 through October 3, 2019. Ms. Moore did not receive any compensation as a director during her tenure as interim president and chief executive officer, other than continued vesting in her restricted stock units granted in May 2018.
(5): Mr. Lewis retired and concluded his board service on November 1, 2019.

As of the end of the fiscal year 2019, the aggregate number of options and restricted stock units outstanding for each non-employee director is set forth below. Options are considered outstanding until exercised and restricted stock units are considered outstanding until vested and paid.

In 2019, there were six regular meetings and twelve special meetings of the board. All directors who served on the board in 2019 attended at least 75% of the combined total number of meetings of the board and board committees on which they served during the year.

All of the Company's incumbent directors who served on the board at the time of the 2019 annual meeting attended the 2019 annual meeting. The Company encourages all directors to attend each year's annual meeting.

The board conducts annual evaluations to determine whether it and its committees are functioning effectively. As part of the evaluation process, each member of the audit, compensation, nominating and governance, and finance committees annually evaluates the performance of each committee on which he or she serves. Each director up for reelection also evaluates his or her own performance. The directors also periodically complete peer evaluations of the other directors. The evaluation process is overseen by the nominating and governance committee, in consultation with the board chair.

The compensation committee has stock ownership guidelines in place for non-employee directors which require non-employee directors to own Company securities with a cumulative cost basis of at least five times the director's annual retainer. Based on the current annual retainer for non-employee directors, that dollar amount is $350,000. The value of the director's holdings is based on the cumulative cost basis of securities held, which is calculated using the price of the Company's common stock at the date of acquisition. All forms of equity owned of record or beneficially, including vested in-the-money options, are credited toward the guidelines. New non-employee directors have five years from the time the director joins the board to reach the minimum ownership threshold. Non-employee directors may not sell, transfer, or otherwise dispose of common stock that would

decrease such director's cumulative cost basis below the ownership guideline amount. All of our directors are currently in compliance with the guidelines. In addition, a majority of directors have not sold any of their awarded shares and a majority of directors have purchased shares of Company stock.

The Company has entered into agreements to indemnify its directors, executive officers, and certain other key employees. Under these agreements, the Company is obligated to indemnify its directors and officers to the fullest extent permitted under the Delaware General Corporation Law for expenses, including attorneys' fees, judgments, fines, and settlement amounts incurred by them in any action or proceeding arising out of their services as a director or officer. The Company believes these agreements are necessary in attracting and retaining qualified directors and officers.

EXECUTIVE SUMMARY

NAMED EXECUTIVE OFFICERS

In this Compensation Discussion and Analysis, we provide an analysis and explanation of our executive compensation program and the compensation derived from this program by our executive officers, including our "named executive officers." For 2019, our named executive officers were:

•: Paul J.B. Murphy III, President and Chief Executive Officer
•: Lynn S. Schweinfurth, Executive Vice President and Chief Financial Officer
•: Jonathan A. Muhtar, Executive Vice President and Chief Concept Officer
•: Michael L. Kaplan, Executive Vice President and Chief Legal Officer
•: Dean Cookson, Senior Vice President and Chief Information Officer

Former officers included as Named Executive Officer for 2019 as required by SEC rules are:

•: Denny Marie Post, Former President and Chief Executive Officer(1)
•: Pattye L. Moore, Former Interim President and Chief Executive Officer(2)
•: Guy J. Constant, Former Executive Vice President and Chief Operating Officer(3)

(1): Ms. Post retired as President and Chief Executive Officer of the Company effective as of April 3, 2019.
(2): Ms. Moore served as Interim President and Chief Executive Officer of the Company from April 3, 2019 until October 3, 2019.
(3): Mr. Constant served as our Executive Vice President and Chief Financial Officer during fiscal year 2018 and during fiscal year 2019 until January 28, 2019, at which time Mr. Constant transitioned to the role of our Executive Vice President and Chief Operating Officer until his termination on January 7, 2020.

BUSINESS PERFORMANCE

Over 2019, we achieved Adjusted EBITDA of $101 million, off-premises sales of almost $160 million, overall guest satisfaction of 67.7%, and 17.52% of cash return on invested capital (CROIC).

Our board and management team have remained focused on executing our strategic plan, accelerating Red Robin's turnaround, and transforming the business to drive value for all stockholders. We continue to make progress toward our goals, as demonstrated by 2019 improvements in comparable restaurant revenue, customer satisfaction scores, manager staffing levels and hourly turnover, among other key metrics.

During fourth quarter 2019, we delivered our second consecutive quarter of comparable restaurant revenue growth, despite significant discounting practices carried over from the prior-year. We attribute these positive results to benefits reaped from our focused execution of the early stages of our turnaround plan in 2019, including staffing, operational, and marketing improvements.

2019 COMPENSATION OUTCOMES

Our incentive programs demonstrate our commitment to a pay for performance compensation philosophy. The Company's 2019 performance impacted the named executive officer's compensation as follows:

✓: Only 33% payout of the annual incentive program based on slightly above threshold achievement of the performance goals.
✓: Minimal payout of the 2017-2019 long-term incentive program based on below target achievement of the performance goals. In addition, the second tranche of the 2018-2020 performance-based awards and first tranche of the 2019-2020 performance-based awards earned a minimal level of payout that does not vest until the end of the applicable three-year cycle.

See "Compensation Discussion and Analysis—Key Components of our Executive Compensation Program—Incentive-Based Compensation" for further information on the annual corporate incentive and long-term incentive program.

2020 COMPENSATION CHANGES

As informed by the addition of two new Independent Directors to the compensation committee in November 2019, the Company made multiple positive changes to its compensation program beginning in 2020:

✓: The annual incentive plan for 2020 will include performance targets related to strategic initiatives in addition to the Adjusted EBITDA goal.
✓: The long-term incentive program will consist of 50% weighted in PSUs, 25% weighted in non-qualified stock options, and 25% weighted in RSUs for the named executive officers, which further increases the portion of executive compensation "at risk".
✓: The long-term incentive program was revised to include the setting of a pre-established performance target for a multi-year performance period, instead of setting targets annually for each year of that period. In addition, the target for the two remaining tranches of the 2019 PSU award has been set to align with the achievement of Adjusted EBITDA for 2020 and 2021.

In light of the impact of COVID-19 on the global business environment and on the Company's stock price, the compensation committee decided to take certain additional actions with respect to the 2020 compensation program in order to meaningfully reduce costs and to select a metric for the PSU awards that was most appropriate given the uncertainty and challenges in projecting other metrics at this time.

✓: Base salaries of our named executive officers have been temporarily reduced by 20% effective March 30, 2020.
✓: The compensation committee has selected a relative total shareholder return (TSR) metric to be measured over a multi-year performance period through 2022 for PSU awards.
✓: Given the accelerated depletion of the remaining share reserve under the 2017 Plan as a result of the decline in the Company's stock price and the preference for utilizing equity compensation over cash to further align our executives with stockholders, the Company is asking stockholders to approve a proposed increase in shares under the 2017 Plan (see Proposal 4—Approval of the Amendment to the 2017 Performance Incentive Plan).

BUSINESS UPDATES

OUR COMPANY

Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily operates, franchises, and develops full-service restaurants in North America and is famous for serving more than two dozen craveable, high-quality burgers with Bottomless Steak Fries® in a fun environment welcoming to Guests of all ages.

As of December 29, 2019, we owned and operated 454 restaurants (and another 102 were owned and operated by franchisees); these restaurants stretch across 44 states and one Canadian province. On that date, we had 24,586 employees, of whom 24,228 were Team Members at company-owned restaurants.

Red Robin at a Glance

•: Iconic, niche brand founded in 1969 in Seattle, WA
•: Revenues of $1.3 billion TTM ending Q3 2019
•: 556 casual dining restaurants in 44 states and Canada
•: 454 company-owned locations or over 80% of portfolio
•: The Gourmet Burger Authority^TM with burger sales mix of ~ 66% of entrée sales
•: One of the largest industry loyalty programs with more than 9 million members

Significant Brand Affinity and Value Proposition

•

2019 Top 5 casual dining brand for:

o: Intent to Return
o: Treats me Like a Valued Customer
o: Quality of Loyalty Program Points / Rewards

•

2019 NRN consumer pick for:

o: Best Full Service Burger
o: Best Full Service French Fries

2019 LEADERSHIP APPOINTMENTS

Over the past year, our board has taken decisive actions to ensure we have the right leadership team and board members in place to position the Company for long-term success.

•: Paul J.B. Murphy III appointed as President, Chief Executive Officer, and Director, a highly accomplished restaurant executive with significant turnaround and brand repositioning experience, including at Noodles & Company, Del Taco Restaurants, Inc., and Einstein Noah Restaurant Group, Inc.
•: Lynn S. Schweinfurth appointed as Executive Vice President and Chief Financial Officer, an experienced CFO with over two decades in the restaurant industry, who is responsible for leading all financial disciplines including accounting, strategic and financial planning, operations analysis, treasury and investor relations, real estate and facilities, and overseeing the supply chain function.
•: Thomas G. Conforti, G.J. Hart, and David A. Pace, named as new Independent Directors in 2019, highly experienced and seasoned industry veterans with turnaround experience.

•: Allison Page, named as a new Independent Director in 2020, bringing deep and current expertise in technology implementation, marketing, guest engagement, guest experience, consumer trends, and modernizing the restaurant industry.
•: Anthony S. Ackil, named as a new Independent Director in 2020, bringing additional deep restaurant industry experience.
•: Two new Independent Directors were added to the compensation committee.
•: The newly constituted compensation committee made improvements to the Company's 2020 Compensation program—See "Compensation Discussion and Analysis—2020 Compensation Changes" for a summary of changes made to our compensation program beginning in 2020.

These individuals possess significant restaurant, consumer, and retail experience relevant to the Company's business, as well as track records of leading successful business transformations to create stockholder value.

STRATEGY UPDATES

In the third quarter 2019, and following Mr. Murphy's appointment as President and Chief Executive Officer, we commissioned comprehensive Guest-led studies that provided data-driven, actionable information that identified opportunities to better align the Red Robin experience to our Guest's expectations. We identified clear opportunities to strengthen our brand, improve our service model, and clarify our messaging. Under new leadership, we developed a compelling plan to quickly drive improved Guest experiences, business performance, and stockholder value. Our plan includes the following four fundamental elements:

Recapture our Soul. Delivering memorable moments of connection for our Guests through guest engagement and sharable foods like our all-you-can-eat Bottomless Steak Fries®, and offering our Guests the "The Gift of Time" to determine the pace of their experience based on their occasion while enjoying our family friendly and playful atmosphere.

Deliver the Promise. We are accountable for consistently delivering our brand promise to our Guests. We are focused on implementing a new service model to enhance our Guest experience, rationalizing our menu offerings, and investing in technology to drive incremental visits and additional off-premise sales. We continue to emphasize and support Team Member engagement. We strive to achieve best-in-class retention levels from General Manager to hourly Team Members. Our culture fosters improved Guest satisfaction and the development of great leaders.

Tell Our Story. Our new "All the Fulls" Omni-channel brand campaign launched in the third quarter 2019 which emphasizes the emotional appeal of our brand promise of driving memorable moments of connection, and reinforces key aspects of our brand, including Americana, family friendly atmosphere, and shareable menu items. This has aligned our messaging from price driven to brand driven, and we expect this to drive continued growth of Guest engagement and grow restaurant traffic.

Accelerate Profitable Growth. We seek to accelerate profitable sales growth through our focus on the initiatives that will drive significant top and bottom line results. These initiatives include growth of our off-premise and catering business, including the launch of our "last mile" delivery where Guests order directly from Red Robin and have the ability to utilize our loyalty program; menu enhancement, including the rollout of Donatos®, a high quality pizza brand "nested" inside of Red Robin restaurants that we expect to drive incremental top-line sales and gross margin.

We believe these strategic initiatives provide the foundations for a turnaround of the business and sustainable long-term growth, profitability, and increased stockholder value.

2019 COMPANY OPERATIONAL AND PERFORMANCE HIGHLIGHTS

Our updated strategy, enhanced focus on store-level operations, and increased attention on our Team Members has yielded benefits. The turnaround that we have been executing over several quarters began taking hold, leading to significant improvements in our business. In 2019, these improvements included:

•: Improvements in staffing, training, and retaining our Team Members, especially General Managers, which has led to turnover approaching best-in-class levels for the casual dining industry
•: Improved operating metrics—faster ticket times, fewer guest walkaways, and shorter wait times
•: Aligned operations priority initiatives to address areas that deliver higher guest satisfaction, affinity, and visit frequency
•: Improving overall guest satisfaction scores with our focus on offering a great Guest experience at a compelling value
•: Implementation of core initiatives to help simplify and improve execution, including headsets in restaurants and server handheld point-of-sale devices
•: Brand and insights driven menu evolution, including core product innovation and quality improvements, menu design enhancements, and the addition of Donatos® pizza category nested in our restaurants
•: Our accentuation of brand attributes through the "All the Fulls" creative campaign, a new omni-channel creative strategy and targeted marketing reinforcing emotional connection with the brand over price point-driven messaging to drive guest engagement launched in Q3 2019
•: Growth in off-premise business of 28% in 2019
•: Profitable sales catalysts in process supported by test market results, including a new service model, technology improvements, and the rollout of Donatos® pizza

2019 COMPENSATION HIGHLIGHTS

✓

The compensation committee did not make significant structural changes to our executive compensation program for 2019. We believe this is consistent with the wishes of our stockholders, who have expressed overwhelming support (greater than 90% of votes cast) for our executive compensation program at each of our last three annual "say-on-pay" advisory votes.

✓

2019 was a transitional year. The Company had multiple changes in leadership and executive compensation. During 2019, we had three different CEOs and two of our four compensation committee positions were refreshed.

o: Following their appointment, new Independent Directors Mr. Pace and Mr. Hart joined the compensation committee.
o: Mr. Murphy was appointed as our CEO in September 2019. Pursuant to his employment agreement, Mr. Murphy receives an annual base salary of $900,000; an annual bonus target of 120% of base salary; a sign-on cash bonus of $500,000, payable in two installments: $275,000 upon the board's approval of an annual operating plan for 2020, and $225,000 payable on the one-year anniversary of Mr. Murphy's start date (subject to proration if employment is terminated as set forth in the agreement); a sign-on equity award of RSUs with a grant date fair value of $1.6 million that cliff vests on the third anniversary of the start date; a long-term incentive plan grant with a target value equal to $3.0 million, along with

eligibility to participate in the Company's standard benefit plans for senior executives, all of which is aligned with market data and his level of experience.

o: Ms. Moore served as Interim CEO from April 3, 2019 to October 3, 2019. She received a base salary of $167,000 per month during her tenure as Interim CEO. In her Interim CEO capacity, Ms. Moore was not eligible to receive annual performance-based cash incentives or long-term incentives.
o: In addition to the foregoing, and because of the uncertainty created by the CEO transition and in order to retain the executive leadership team believed to be critical to the ongoing operation of the Company during the CEO transition, the compensation committee considered and approved one-time cash retention grants to Messrs. Constant, Muhtar, Kaplan, and Cookson in March 2019 as well as a one-time retention grant of RSUs to Ms. Schweinfurth in April 2019 with a grant date fair value of $100,000 and a three-year ratable vesting schedule on each of the first, second, and third anniversaries of the grant.

✓

Based on our total compensation philosophy and peer compensation levels as well as individual performance, the compensation committee approved a salary increase for one named executive officer in the beginning of 2019.

o: Mr. Kaplan's salary increased from $365,000 to $400,000.

✓

The basic structure and primary metric (Adjusted EBITDA ) of our annual performance-based cash incentive program remained the same in 2019 (70% weight). The 2019 bonus was also based on off-premise sales (15% weight) and overall guest satisfaction (15% weight).

o: Because we achieved the minimum pre-set Company Adjusted EBITDA goals for 2019, our named executive officers received only a 33% payout of their annual performance-based cash incentive for 2019.
o: None of our named executive officers' annual performance-based cash incentive targets as a percentage of salary were changed in 2019. The individual targets are based on market competitiveness, individual performance and growth in roles, and serve to increase stockholder alignment, and place a portion of pay "at risk".

✓

The structure of our long-term incentive program opportunities remained the same in 2019 for named and other executive officers, except for a change in mix to remove options and become more heavily weighted in performance stock units (PSUs).

o: Because we met only minimal performance measures for the three-year 2017-2019 long-term incentive cash award, our named executive officers received a minimal payout (30.99%) for that award.
o: None of our other named executive officers' long-term incentive targets as a percent of salary were changed in 2019. The individual targets are based on market competitiveness, individual performance and growth in roles, and serve to increase stockholder alignment, increase the portion of "at risk" pay, and enhance retention.

Our compensation program is designed to pay for performance and is comprised of performance-based short-term and long-term awards. Such compensation varies in value and is at-risk of forfeiture or reduced payout if performance goals are not achieved or our stock price declines. Financial measures used for the annual and long-term cash incentive grants are reviewed and approved by the compensation committee. Restricted stock units and stock options vest ratably over multiple years, the value of which is dependent, in whole or in part, on an increase in the Company's stock price.

The compensation committee approves target total direct compensation levels for named executive officers by establishing base salaries and setting annual and long-term incentive compensation targets. When appropriate, the committee also approves special awards and relatively modest perquisites. The Company makes pay decisions based on a variety of factors, including:

At our 2019 annual meeting of stockholders, 90.7% of votes were cast to approve the advisory "say on pay" vote on the 2018 compensation of our named executive officers. This is the third consecutive year of over 90% support for our "say on pay" proposal, with 99.3% of stockholders voting to approve our "say on pay" proposal in 2018 and 98.5% in 2017.

We believe the level of support we received from stockholders for the last three years was driven in part by our commitment to a pay for performance philosophy and our linking incentives to current and long-term sustained achievement of Company strategic goals. The compensation committee did not make significant structural changes to our executive compensation program for 2019. The compensation committee considered the results of the advisory vote when setting executive compensation for 2019 and will continue to do so in future executive compensation policies and decisions.

Restaurant peer group companies were selected and approved by the compensation committee upon the recommendation of management and the committee's independent compensation consultant and are based on their similarity to us with respect to several criteria, including revenue, size, business model, and scope. The peer group used for 2019 compensation benchmarking consists of the 17 restaurant companies identified in the chart below.

In 2019, the compensation committee evaluated and updated its peers to the "New Peer Group" identified in the chart below. The Company's compensation consultant recommended adding two restaurant companies to the peer group to increase the robustness of market data and with the expectation that there could be further consolidation within the industry. Dave & Buster's Entertainment, Inc. and Chuy's Holdings, Inc. were added to the peer group because of similarities in revenues and restaurant operations that include company-owned models. In addition, Sonic Corp. was

removed from the Company's peer group due to its 2018 acquisition. No other changes were made to the Company's peer group in 2019. The New Peer Group will be used for setting 2020 compensation.


2019 Peer Group		2020 New Peer Group
Biglari Holdings, Inc.		Biglari Holdings, Inc.
BJ's Restaurants, Inc.		BJ's Restaurants, Inc.
Brinker International, Inc.		Brinker International, Inc.
Carrols Restaurant Group, Inc.		Carrols Restaurant Group, Inc.
The Cheesecake Factory, Inc.		Chuy's Holdings, Inc.
Cracker Barrel Old Country Store, Inc.		The Cheesecake Factory, Inc.
Denny's Corporation		Cracker Barrel Old Country Store, Inc.
Dine Brands Global, Inc.		Dave & Buster's Entertainment, Inc.
Domino's Pizza, Inc.		Denny's Corporation
Fiesta Restaurant Group, Inc.		Dine Brands Global, Inc.
Jack in the Box, Inc.		Domino's Pizza, Inc.
Noodles & Company		Fiesta Restaurant Group, Inc.
Papa John's International, Inc.		Jack in the Box, Inc.
Ruth's Hospitality Group, Inc.		Noodles & Company
Sonic Corp.		Papa John's International, Inc.
Texas Roadhouse, Inc.		Ruth's Hospitality Group, Inc.
The Wendy's Company		Texas Roadhouse, Inc.
		The Wendy's Company

2019 Compensation Setting. The compensation committee uses competitive compensation data from the annual total compensation study of peer and other restaurant companies and other relevant survey sources to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the compensation committee uses multiple reference points when establishing targeted compensation levels. The committee applies judgment and discretion in establishing targeted pay levels, considering not only competitive market data, but also factors such as company, business unit, and individual performance, scope of responsibility, critical needs and skill sets, leadership potential, and succession planning.

In 2019, Meridian Compensation Partners, LLC ("Meridian") again served as the compensation committee's independent compensation consultant. The independent compensation consultant assists with the compensation committee's annual review of our executive compensation program, cash and equity compensation practices, ongoing development of our executive compensation philosophy, and acts as an advisor to the compensation committee on compensation matters as they arise. The compensation consultant also advises the compensation committee on compensation for the board of directors. The compensation committee evaluated Meridian's independence as its compensation consultant by considering each of the independence factors adopted by Nasdaq and the SEC. Based on such evaluation, the compensation committee believes no conflict of interest exists that would prevent Meridian from independently representing the compensation committee.

The compensation committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking. The factors considered by the committee include:

The compensation committee believes it has mitigated unnecessary risk taking in both the design of the compensation plans and the controls placed upon them because:

The compensation committee completes this evaluation annually. Accordingly, based upon the foregoing, the Company believes the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Our 2019 executive compensation program was comprised of three primary elements: (i) base salaries, (ii) annual performance-based cash incentives, and (iii) long-term incentives that include performance share units (PSUs) based on three-year performance intervals and restricted stock units. We believe financial metrics used for both the annual performance-based cash incentive and long-term incentive grants drive stockholder value. The goals for our incentive plans are linked to the Company's financial and strategic business plans.

By design, "at-risk" pay (incentive pay subject to forfeiture or partial or complete loss of value) comprised 82% of total target compensation for the CEO, Paul Murphy, and 64% of total target compensation for the other named executive officers who were employed at the end of the year as a group. The amount of compensation "at risk" for the CEO was calculated by annualizing Mr. Murphy's 2019 compensation because we think it is more representative of CEO total target compensation. The charts below reflect the portion of our named executive officers' 2019 total target compensation that is considered at risk.

Base salary provides a minimum level of remuneration to our named executive officers for their efforts. The compensation committee sets base salaries for our executives to reflect the scope of each executive's responsibilities, experience, and performance. The compensation committee reviews base salaries annually as part of the benchmarking process and adjusts them from time to time to account for relevant factors such as market changes. The compensation committee also considers the CEO's evaluation of each executive's performance and reviews the CEO's salary recommendations for our executives.

Annual Performance-Based Incentive. Annual performance-based cash incentives are intended to reward achievement of annual financial performance that drives long-term, sustained creation of stockholder value. Our annual incentive goals are established with reference to the annual portion of our multi-year strategic plan. The annual performance metrics are financial-based measures the compensation committee believes are aligned with our goals described above. The compensation committee continually evaluates the measures against which we gauge our performance and may incorporate additional or alternative metrics to incentivize executives to achieve appropriate performance targets and respond to industry changes or market forces.

Each of our executives participates in the annual incentive plan under which the compensation committee uses earnings before interest, taxes, depreciation, and amortization, or EBITDA, as the primary metric. EBITDA may be further adjusted under the 2017 Plan to remove the effect of any one or more of the following: equity compensation expense under ASC 718; accelerated amortization of acquired technology and intangibles; asset write-downs; litigation or claim judgments or settlements; changes in or provisions under tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; discontinued operations; restaurant closure costs; executive transition costs; acquisition and dispositions; a material change in planned capital expenditures; and any items that are unusual in nature, non-recurring, or infrequent in occurrence, except where such action would result in the loss of the otherwise available exemption of the Award under Code Section 162(m), if applicable, and is referred to herein as "Adjusted EBITDA." The Adjusted EBITDA (70% weight) measure was selected because we believe it best captures our operating results without reflecting the impact of decisions related to our growth, non-operating factors, and other matters. In addition, in 2019, the annual performance-based incentive plan included off-premise sales (15% weight), and overall guest satisfaction (15% weight) to incentivize and reward improvements in these strategically important areas. The Company grants annual performance-based incentive awards and cash incentive awards, if any, under the 2017 Plan.

The compensation committee approves any payouts earned under the annual incentive program following review of actual results at the end of the year. The corresponding dollar payout value varies up or down depending on the actual performance level versus threshold, target, and maximum goals that are set at the beginning of the year. The compensation committee sets the target ranges each year based on performance expectations and other factors. We believe our performance goals require "stretch" performance and encourage superior performance.

No payouts are earned if the threshold goals are not achieved. The compensation committee may also use various factors to exercise negative discretion when evaluating performance for purposes of awarding annual incentive compensation.

Long-Term Performance-Based Incentives. The compensation committee determines the long-term incentive grants for the executive officers, including the named executive officers, by reviewing peer group market data analysis from its compensation consultant, impact of share usage and affordability, internal equity, and recommendations from the CEO, among other factors. The compensation committee believes the current mix of performance and service-based incentives aligns the interests of executive officers with our stockholders and was appropriate for 2019.

The 2019 long-term incentive grants for named executive officers consisted of a mix of equity awards in the form of a long-term performance-based incentive component payable in performance stock units, or PSUs (67%), and restricted stock units (33%). These awards are designed to focus management on our strategy of driving consistent, sustainable, achievement of long-term goals, both incrementally and over long performance periods. The annual granting of multi-year performance compensation (including performance targets measured annually over a three-year period beginning in 2017) is designed to ensure the execution of our evolving strategic plan, consider appropriate risks and returns and allow for initiatives that span several fiscal years.

Beginning in 2017, the long-term performance-based incentive component became payable if annual targets selected by the committee are achieved for that tranche within the three-year performance period. When the performance measure has been met and approved by the compensation committee for a particular tranche during the three-year period of the award, that portion of units is determined but remains subject to a service-vesting requirement until the three-year period has concluded. That determined portion of units is considered "earned," but is not considered vested and will not be delivered until the applicable three-year period has concluded subject to continued employment on such date. The annual metrics are independent of each other. For the third tranche of the 2017 long-term incentive grant, the second tranche of the 2018 grant, and the first tranche of the 2019 grant, the compensation committee selected an earnings metric (Adjusted EBITDA) and a cash return on investment capital metric (CROIC) in the design to achieve a balance between earnings and return on investment and to effectively reward both. For the second tranche of the 2017 long-term incentive grant and the first tranche of the 2018 long-term incentive grant, the compensation committee selected an earnings metric (Adjusted EBITDA) and an operational metric (Relative Guest Traffic) in the design to achieve a balance between earnings, growth, and driving Guest traffic relative to the restaurant industry (not limited to casual dining) and to effectively reward both. For the first tranche of the 2017 long-term incentive grant, the compensation committee selected Adjusted EBITDA and a return on invested capital metric (ROIC) in the design to achieve a balance between earnings, growth, and return on investment and to effectively reward both. Like the goals in our annual performance-based plan, the goals used in our long-term performance-based incentive component (Adjusted EBITDA, CROIC, ROIC, and Relative Guest Traffic) are intended to be "stretch" goals, or challenging targets, and are meant to encourage superior performance.

The temporary transition to annual goals measured and assessed over a three-year period reflects the challenges of multi-year forecasting in the current volatile restaurant operating environment, which continues to be impacted by changes in traditional consumer dining behavior, including a shift from traditional dine-in consumption to increased off-premise dining activity and the use of technology-based food ordering systems. Beginning in 2020, the compensation committee is returning to setting goals over a multi-year period.

The 2017 Plan permits the compensation committee to make adjustments, in its discretion, for non-cash, non-recurring, or unusual items. While there is overlap with one of the metrics in our annual performance-based cash and long-term performance-based incentive awards (Adjusted EBITDA), the compensation committee believes this is appropriate because the annual performance-based incentive is focused on earnings in a particular year, whereas the individual annual Adjusted EBITDA targets within long-term performance-based incentive are focused on year-to-year progress over the three-year performance period. The compensation committee believes the longer-term nature of the PSUs links performance to our multi-year strategic plan, stockholders and growth objectives while encouraging management's collaboration on strategic initiatives. In 2019, all long-term performance-based incentive awards were granted under the 2017 Plan.

We also provide certain other customary retirement and health and welfare benefits and other ancillary compensation to executives, which are in line with those offered to other groups of our employees, and which comprise a modest portion of our named executive officer compensation.

We offer a limited number of modest perquisites to our named executive officers, which include a car allowance, phone allowance, and in-restaurant meal discounts. In addition, where appropriate, we offer usual and customary relocation expense reimbursements including related tax reimbursements on relocation. We review the perquisites we offer to our executives and compare them to those offered by our competitors from time to time.

Named executive officer salaries for 2019, along with any corresponding increases from their 2018 salaries, are set forth below. The compensation committee considers various factors when setting base salaries including peer compensation practices, market competitiveness, the Company's performance, individual contributions, growth in roles, retention, CEO recommendations for the CEO's direct reports, and other relevant matters. Amounts below are annualized for those that served in role for partial year.

Named Executive Officer	2018 Salary		2019 Salary

Paul J.B. Murphy III President and Chief Executive Officer		(1)	$	900,000	0	%
Lynn S. Schweinfurth Executive Vice President and Chief Financial Officer		(1)	$	450,000	0	%
Jonathan A. Muhtar Executive Vice President and Chief Concept Officer	$	425,000	$	425,000	0	%
Michael L. Kaplan Executive Vice President and Chief Legal Officer	$	365,000	$	400,000	9.5	%
Dean Cookson Senior Vice President and Chief Information Officer	$	340,000	$	340,000	0	%
Denny Marie Post Former President and Chief Executive Officer	$	800,000	$	800,000	0	%
Pattye L. Moore Former Interim President and Chief Executive Officer		(2)		(2)	0	%
Guy J. Constant Former Executive Vice President and Chief Operating Officer	$	515,000	$	515,000	0	%

2019 Annual Performance-Based Cash Incentives. For the primary component (70% weight) of our 2019 annual performance-based cash incentive program, actual payouts were determined by comparing the Company's fiscal year Adjusted EBITDA to a target level of Adjusted EBITDA for the year established by our compensation committee. Potential payout amounts ranged from 0% to 200% of the executive's target opportunity based on achievement of Adjusted EBITDA ranging from 80% to 115% of the target level of Adjusted EBITDA for the year. In early 2019, at the time performance targets were set, the compensation committee temporarily extended the EBITDA threshold achievement level from 90% to 80% of target. The Committee made this change because the threshold requirement of 90% of target was more requiring than typical market practices as well as the fact that the committee desired to engage participants and drive EBITDA performance in the face of declining business conditions. The committee believes the 2019 EBITDA goals were rigorous and demonstrated our commitment to a pay for performance philosophy. We believe the overall stretch of our 2019 performance goals is reflected in the below target payout as further discussed below.

In addition, in 2019, the annual performance-based incentive plan included secondary metrics of off-premise sales (15% weight), with potential payout amounts determined using the same payout scale that applies for Adjusted EBITDA performance, and overall guest satisfaction, or OSAT, (15% weight), with potential payout amounts ranging from 25% to 200% based on achievement, each of which is earned only if the target goal is achieved.

For 2019, named executive officers achieved slightly above minimum Adjusted EBITDA threshold and just below target for off premise sales. Achievement for overall guest satisfaction was

below the minimum threshold. Based on actual performance during fiscal 2019, the total annual corporate bonus percentage earned by our NEOs was 33.04%.



2019 Annual Performance-Based Cash Incentive Goal, Achievement, and Payout

Bonus Component		Target Performance (dollars in thousands)			Actual Performance (dollars in thousands)		Achievement Percentage		Payout Achieved (before weighting)		Weighting %		Actual Bonus Percentage Earned

Adjusted EBITDA	$	125,812.0		$	101,291.5		80.51	%	26.91	%	70	%	18.84	%

Off-Premise Sales	$	161,900.0		$	159,600.0		98.58	%	94.67	%	15	%	14.20	%

Overall Guest Satisfaction Indexed to Target		100	%		96.71	%	96.71	%	0	%	15	%	0.00	%

Total											100	%	33.04	%

Each of our named executive officers has a target opportunity expressed as a percentage of the executive's salary and is set based on, among other factors, market and peer comparisons, and internal equity. The actual amounts of our 2019 annual performance-based cash incentives paid to our named executive officers in March 2020 for fiscal 2019 performance are as follows:

2019 Long-Term Incentive ("LTI") Program. The 2019 LTI grants made to named executive officers consisted of 67% payable in PSUs and 33% payable in RSUs.

2019 Long-Term Incentive Grants. In March 2019, the Company made the following annual grants to our named executive officers:

The amounts listed in the table above represent the target intended value of the grant and amounts may differ from the accounting values provided in the Summary Compensation Table below. The fair value of the restricted stock units and performance stock units is based on the grant date market value of the common shares.

Long-Term Performance-Based PSUs. In 2019, the 67% long-term incentive component for executive officer compensation was comprised of equity grants in the form of PSUs, as follows:

In 2019, the long-term performance-based incentive metrics for the PSUs were Adjusted EBITDA and CROIC. No PSUs are earned if threshold performance objectives are not met and up to 200% of the target number of PSUs will be earned if maximum performance objectives are achieved. From 2017 to 2019, the long-term performance-based incentive targets were set annually as a result of the current volatile restaurant operating environment, but no payout can be earned until the end of the

three-year performance period. In 2020, the long-term performance-based incentive targets are contemplated to be set over a multi-year time period.

For purposes of the fiscal 2019 component or tranche of awards under our long-term performance-based incentive, potential payout amounts ranged from 0% to 200% of the executive's target opportunity based on achievement of Adjusted EBITDA and CROIC ranging from 80% to 115% of the target level of Adjusted EBITDA for the year.

Based on actual performance during fiscal 2019, the long-term performance-based incentive percentage earned in respect of the fiscal 2019 component or tranche of outstanding long-term performance-based incentive awards was 13.46%.

2017-2019 Long-Term Performance-Based Incentives. At the end of 2019, the Company completed a three-year performance cycle for the long-term incentive portion of the LTI plan. The performance period covered fiscal 2017 through fiscal 2019, with targets set annually. Based on Adjusted EBITDA and ROIC performance in 2017, Adjusted EBITDA and relative guest traffic in 2018, and Adjusted EBITDA and CROIC performance in 2019, our executive officers earned a minimal payout, as reflected in the table below.



2017-2019 Cumulative Long-Term Incentive Performance Achievement

Tranche	Weight		Metrics/ Weighting	Award (% of Target)

Tranche #1 (Fiscal 2017)	33.33	%	Adjusted EBITDA (50%) ROIC (50%)	36.25	%

Tranche #2 (Fiscal 2018)	33.33	%	Adjusted EBITDA (50%) Rel. Guest Traffic (50%)	43.25	%

Tranche #3 (Fiscal 2019)	33.33	%	Adjusted EBITDA (50%) CROIC (50%)	13.46	%

Total	100.00	%		30.99	%

As illustrated in the table above, the compensation committee varied the performance metrics for each year of the 2017-2019 Long-Term Performance-Based Incentives. This decision was made to keep executives focused on key metrics that aligned with the business objectives for that year. EBITDA and profitability has been a steady and key metric to measure management performance and create stockholder value. The other metrics were identified key initiatives for that particular year. We believe all of the chosen metrics support our management team's alignment with stockholders. Further, we believe the below target payouts demonstrate requiring goal setting and our commitment to a pay for performance philosophy.

Restricted Stock Units. The restricted stock units granted in 2019 vest ratably over four years on each anniversary date of the grant.

Because of the uncertainty created by the CEO transition and in order to retain the executive leadership believed to be critical to the ongoing operation of the Company during the CEO transition, on March 30, 2019, the compensation committee considered and approved the award of one-time cash retention awards (each, a "Retention Bonus") to each of Messrs. Constant, Muhtar, Kaplan, and Cookson in the following amounts: $250,000, $200,000, $200,000, and $150,000, respectively. Payment of the Retention Bonuses is subject to the executives' continued employment with the Company in good standing through the final payroll date of the 2019 fiscal year. In addition, the executives will also be entitled to their Retention Bonuses if the executive's employment is terminated without Cause (as defined in the Change in Control Plan) prior to the end of the 2019 fiscal year.

The compensation committee also considered and approved a retention award of RSUs to Ms. Schweinfurth on April 3, 2019 for the same purpose. The award consisted of RSUs having a grant date fair value of $100,000 and a three-year vesting schedule of one-third on each anniversary of the date of grant.

The compensation committee considers the tax impacts of material elements of our executive compensation program. These factors alone do not drive our compensation decisions, but rather they are considered along with other factors such as the cash and non-cash impact of the program, and whether the program is consistent with our compensation objectives.

Historically, compensation committee has generally intended to structure our executive compensation in a manner designed to qualify for deductibility under Section 162(m) of the Internal Revenue Code, provided additional requirements are satisfied. The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our named executive officers in excess of $1 million would no longer be deductible.

Despite the compensation committee's efforts in the past to structure our executive compensation in a manner designed to qualify for deductibility under Section 162(m), because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)'s exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, while we consider deductibility as one factor in determining executive compensation, in some cases we may decide it is either not possible or desirable to satisfy all of the conditions of Section 162(m) for deductibility and still meet our compensation needs. Accordingly, we may pay compensation that is not deductible under Section 162(m) from time to time.

The Company continually assesses our compensation program to ensure it supports our business strategy and situation. The board added two new Independent Directors to the compensation committee in 2019, which led to positive changes to the Company's compensation program beginning in 2020.

For 2020, the annual incentive plan includes performance targets related to major strategic initiatives in addition to the Adjusted EBITDA goal. The long-term incentive program mix was adjusted to consist of 50% weighted in PSUs, 25% weighted in non-qualified stock options, and 25% weighted in RSUs for the named executive officers, which further increases the portion of executive compensation based on stockholder return. The long-term incentive program was revised to include the setting of pre-established performance target goals for a multi-year performance period, instead of setting targets annually for each year of that period. In addition, the target for the two remaining tranches of the 2019 PSU award have been set to align with the achievement of Adjusted EBITDA for 2020 and 2021.

In light of the impact of COVID-19 on the global business environment and on the Company's stock price, the compensation committee decided to take certain additional actions with respect to the 2020 compensation program in order to meaningfully reduce costs and to select a metric for the PSU awards that was most appropriate given the uncertainty and challenges in projecting other metrics at this time.

Stock ownership guidelines have been in effect for the Company's executive officers and directors since March 2009. The compensation committee believes that executive stock ownership requirements increase alignment of executive interests with those of stockholders with respect to long-term ownership risk. The guidelines require executive officers to achieve during the term of the executive's employment a dollar value of Company's securities based on a multiple of base salary. The current ownership guidelines require our CEO to own five times base salary, three times base salary for executive vice presidents, and two times base salary for senior vice presidents. Pursuant to the guidelines, the value of the executive's holdings is based on the cumulative cost basis of Company securities held, which is calculated using the price of the Company's common stock at the date of acquisition. All forms of equity owned of record or beneficially, including vested in-the-money options, are credited toward the guidelines. The executive officers have five years to achieve the guidelines from their effective date of employment or promotion date. An executive officer may receive additional time to achieve his or her minimum requirement if the officer's requirement is increased, calculated based on the additional incremental amount, and the committee may otherwise exercise discretion in extending the time for compliance in other circumstances. All of our executive officers are currently in compliance or on track to be in compliance with their guidelines.

The Company's board of directors maintains a compensation clawback policy for its executive officers that provides for the recoupment by the Company of certain excess incentive compensation paid to the officers under certain circumstances. In the event of a restatement of the Company's previously issued financial statements as a result of either (i) material non-compliance with financial reporting requirements under the securities law or (ii) intentional misconduct by an executive, the Company may recover, to the extent permitted by law, certain incentive compensation, including equity and cash awards, received by the executive that was in excess of what would have been paid in the absence of the incorrect financial statements. If additional clawback rules are approved by the SEC, the Company will review and revise its clawback policy to comply with the new rules.

The board has a policy prohibiting hedging and pledging of Company securities by executive officers and directors.

Hedging transactions may permit an executive officer or director to continue to own the Company's securities obtained through an employee benefit plan or otherwise, but without the full risks and rewards of ownership. When this occurs, the executive officer or director may no longer have the same objectives as the Company's other stockholders. Therefore, executive officers and directors are prohibited from engaging in any hedging transactions with respect to the Company's securities, including, without limitation, through the use of financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds.

Pledging of Company securities by an executive officer or director as collateral for a loan or holding such securities in a margin account may result in the executive officer or director having interests that are no longer aligned with the long-term interests of the Company's other stockholders because of such executive officer or director potentially being immune to the economic exposure to the pledged securities. Additionally, if pledged securities were forced to be sold, potentially without the consent of an executive officer or director due to a failure to meet a margin call or the default on a loan, there may be a violation of the Company's Insider Trading Policy if the foreclosure or margin sale happens at a time that the executive officer or director is aware of material non-public information or otherwise prohibited from trading. Also, any such sale may result in a possible violation of Section 16 of the Securities Exchange Act of 1934, as amended, as well as subject the Company to negative publicity. Accordingly, executive officers and directors are prohibited from making pledges of Company securities as collateral for a loan, or otherwise holding Company securities in a margin account.

Each of Mr. Murphy, Ms. Schweinfurth, Mr. Muhtar, and Mr. Kaplan has an employment agreement with the Company, described below under "Executive Employment Agreements." Except for Mr. Murphy's, the employment agreements have indefinite terms, terminating on discontinuance of employment in accordance with the terms of the agreements. The agreements provide for severance payments upon certain terminations of employment. The compensation committee believes the terms of these agreements together with the Change in Control Plan are in line with market standards and are an important means to allow management to continue to focus on running the business of the Company in the event of a pending or actual change in control event or other event potentially

affecting their employment. More detailed information concerning these severance payments appears below under the caption "Potential Payments upon Termination or Change in Control."

The following table sets forth summary information concerning compensation awarded to, earned by, or accrued for services rendered to the Company in all capacities by our principal executive officer, principal financial officer, and each of our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2019 (collectively, the named executive officers), for fiscal years 2017 through 2019:

Name and Principal Position	Year	Salary ($)(6)	Bonus ($)(7)	Stock Awards ($)(8)	Option Awards ($)(9)	Non-Equity Incentive Plan Compensation ($)(10)	All Other Compensation ($)(11)	Total ($)

Paul J.B. Murphy III(1)	2019	180,000	275,000	1,599,996	-	-	8,162	2,063,158
President and Chief Executive Officer
Lynn S. Schweinfurth(2)	2019	398,077	311,000	939,934	-	-	110,570	1,759,581
Executive Vice President and Chief Financial Officer
Jonathan A. Muhtar	2019	425,000	200,000	594,968	-	170,424	24,610	1,415,002
Executive Vice President and	2018	416,059	-	356,904	237,985	-	13,388	1,024,336
Chief Concept Officer	2017	383,854	-	104,998	209,987	195,770	13,845	908,454
Michael L. Kaplan	2019	387,885	200,000	328,486	-	128,531	13,274	1,058,176
Executive Vice President and	2018	355,865	-	197,041	131,384	-	14,070	698,360
Chief Legal Officer	2017	353,842	-	62,087	124,194	180,515	14,147	734,785
Dean Cookson	2019	340,000	150,000	487,963	-	67,402	12,956	1,058,321
Senior Vice President and Chief Information Officer
Former Executives
Denny Marie Post(3)	2019	240,000	-	2,319,954	-	81,910	581,182	3,223,046
Former President and Chief	2018	774,040	-	1,391,968	927,977	-	18,345	3,112,330
Executive Officer	2017	744,237	-	1,434,957	769,690	653,777	18,901	3,621,862
Pattye L. Moore(4)	2019	1,009,708	-	-	-	-	7,802	1,017,510
Former Interim President and Chief Executive Officer
Guy J. Constant(5)	2019	515,000	250,000	849,748	-	127,617	24,517	1,766,882
Former Executive Vice President	2018	501,924	-	1,359,742	339,878	-	13,126	2,214,670
and Chief Operating Officer	2017	500,000	-	599,941	399,989	254,247	13,397	1,767,574

salary of $167,000 per month. Prior to Ms. Moore's appointment as an executive on April 3, 2019, she received compensation for her role as a director on our board of directors.

(5): Mr. Constant served as our Executive Vice President and Chief Operating Officer during 2019 until his employment with the Company terminated effective January 7, 2020.
(6): Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into the Deferred Compensation Plan.
(7): Amounts under Bonus represent one-time sign-on bonuses received by Mr. Murphy and Ms. Schweinfurth of $275,000 and $100,000, respectively in connection with their initial appointments with the Company. In addition, the amount for Ms. Schweinfurth includes her guaranteed minimum bonus of $211,000 for fiscal year 2019, her first year at the Company, pursuant to her employment agreement. Amounts for each of Messrs. Constant, Muhtar, Kaplan, and Cookson represent one-time cash retention awards of $250,000, $200,000, $200,000, and $150,000, respectively.
(8): Amounts under Stock Awards represent the aggregate grant date fair value of restricted stock units and performance stock units awarded in 2019 (in the case of the PSUs, based on the achievement of the applicable performance goals at target), computed in accordance with the accounting guidance for accounting for stock compensation for fiscal years 2019, 2018, and 2017. See "Outstanding Equity Awards at 2019 Fiscal Year-End" below for a listing of restricted stock unit and PSU awards outstanding for each named executive officer as of December 29, 2019.
(9): Amounts under Option Awards represent the aggregate grant date fair value of such awards computed in accordance with the accounting guidance for accounting for stock compensation for fiscal years 2018 and 2017. See Note 15 to our financial statements included in our annual report on Form 10-K for the fiscal years ended December 30, 2018 and December 31, 2017, for descriptions of the methodologies and assumptions we used to value option awards.
(10): The amount shown for each named executive officer in the "Non-Equity Incentive Plan Compensation" column is reported for the year in which such amount is earned, even though it is paid in the immediately following year. Amounts in the 2019 "Non-Equity Incentive Plan Compensation" column above consist of the following payments to the named executive officers. Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of the annual incentive award payout into the Deferred Compensation Plan.


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Check the appropriate box:
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		Page

PROPOSAL 4: APPROVAL OF THE AMENDMENT TO THE 2017 PERFORMANCE INCENTIVE PLAN			77
Introduction			77
Vote Required			85
Board Recommendation			85
PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			86
Evaluation of Auditor			86
Principal Accountant Fees and Services			86
Vote Required			87
Board Recommendation			87
VOTING PROCEDURES			89
VOTING INFORMATION			89
VOTES REQUIRED FOR EACH PROPOSAL			91
DELIVERY OF PROXY MATERIALS			93
"HOUSEHOLDING" OF PROXY MATERIALS			93
ADDITIONAL INFORMATION			93
Other Business			93
Stock Ownership Information			93
Equity Compensation Plan Information			97
APPENDIX A: EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED			A-1
APPENDIX B: AMENDED AND RESTATED 2017 PERFORMANCE INCENTIVE PLAN			B-1



Adjusted EBITDA Target and Preliminary Annual Incentive %

Proportion of Adjusted EBITDA Target Achieved		Payout as a % of Target

Minimum	80%	25%

Target	100%	100%

Maximum	³115%	200%



Off-Premise Sales Target and Preliminary Annual Incentive %

Proportion of Off-Premise Target Achieved		Payout as a % of Target

Minimum	80%	25%

Target	100%	100%

Maximum	³115%	200%



OSAT Target and Preliminary Annual Incentive %

Proportion of OSAT Target Achieved		Payout as a % of Target

Minimum	97%	25%

Target	100%	100%

Maximum	³106%	200%


		By Order of the Board of Directors,

		Michael L. Kaplan Secretary

		Page

PROXY SUMMARY			1
PROPOSAL 1: ELECTION OF DIRECTORS			7
HOW OUR DIRECTORS ARE SELECTED, QUALIFIED, AND ELECTED			7
Selecting Nominees for Director			8
Directors and Nominees			8
Vote Required			13
Board Recommendation			13
CORPORATE GOVERNANCE AND BOARD MATTERS			14
Governance Principles			14
Director Compensation			24
COMPENSATION DISCUSSION AND ANALYSIS			28
EXECUTIVE SUMMARY			28
Named Executive Officers			28
Business Performance			28
2019 Compensation Outcomes			29
2020 Compensation Changes			29
BUSINESS UPDATES			30
OUR COMPANY			30
2019 Leadership Appointments			30
Strategy Updates			31
2019 Company Operational and Performance Highlights			32
2019 Compensation Highlights			32
COMPENSATION PHILOSOPHY			34
Compensation Philosophy			34
Pay Objectives			34
Pay for Performance Alignment			34
COMPENSATION DECISION PROCESSES			34
Overview			34
Compensation Setting			35
Consideration of Prior Say-on-Pay Votes			35
Benchmarking			35
2019 EXECUTIVE COMPENSATION			38
Overview			38
Key Components			39
Summary of 2019 Compensation Activity			41
2020 COMPENSATION PROGRAM			47
GOVERNANCE OF EXECUTIVE COMPENSATION			48
2019 Executive Compensation Tables			51
Employment Agreements, Separation Arrangements, and CIC Plan			60
CEO Pay Ratio			69
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			71
Vote Required			71
Board Recommendation			71
PROPOSAL 3: APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN			72
Introduction			72
Summary Description of the ESPP			72
Vote Required			76
Board Recommendation			76

Director	Options	Restricted Stock Units

Thomas G. Conforti	-	2,788
Cambria W. Dunaway	5,000	3,562
G.J. Hart	-	2,811
Kalen F. Holmes	5,000	3,562
Glenn B. Kaufman	-	3,562
Steven K. Lumpkin	5,000	3,562
Stuart I. Oran	5,000	3,562
David A. Pace	-	2,788
*Former Directors*
Pattye L. Moore	-	3,373
Aylwin B. Lewis	3,542	-

Named Executive Officer(1)	2019 Annualized Salary				$ Amount at Target		2019 Actual Payout

L. Schweinfurth	$	450,000	70	%	$	315,000(2)	$	211,000
J. Muhtar	$	425,000	75	%	$	318,750	$	105,315
M. Kaplan	$	387,885	70	%	$	271,520	$	90,021
D. Cookson	$	340,000	60	%	$	204,000	$	67,402
Former Executives
D. Post	$	800,000	120	%	$	960,000	$	81,910(3)
G. Constant	$	515,000	75	%	$	386,250	$	127,617(4)

Named Executive Officer(1)

L. Schweinfurth	540,000	361,800	178,200(2)
J. Muhtar	595,000	398,650	196,350
M. Kaplan	328,500	220,095	108,405
D. Cookson	238,000	159,460	78,540
Former Executives
D. Post	2,320,000	1,554,400	765,600
G. Constant	849,750	569,332	280,418

Named Executive Officer(1)

L. Schweinfurth	12,306	361,796
J. Muhtar	13,559	398,635
M. Kaplan	7,486	220,088
D. Cookson	5,423	159,436
Former Executives
D. Post	52,870	1,554,378
G. Constant	19,365	569,331



2019 Tranche Payout Scale: Adjusted EBITDA & CROIC Target and Preliminary Payout %

Target Achieved		Payout as a % of Target

Below Minimum	<80%	0%

Minimum	80%	25%

Target	100%	100%

Maximum	³115%	200%



2019 Tranche Long-Term Incentive Performance-based Incentive Goal, Achievement, and Payout

LTI Component		Target Performance Goal (in thousands)			Actual Performance (in thousands)		Achievement Percentage		Payout Achieved (before weighting)		Weighting %		Actual Bonus Percentage Earned

Adjusted EBITDA	$	125,812.0		$	101,291.5		80.51	%	26.91	%	50	%	13.46	%

CROIC		22.19	%		17.52	%	78.95	%	0.00	%	50	%	0.00	%

Total											100	%	13.46	%

Named Executive Officer

Paul J. B. Murphy III(1)	-	-	-
Lynn S. Schweinfurth(2)	-	-	-
Jonathan A. Muhtar	105,315	65,109	170,424
Michael L. Kaplan	90,021	38,510	128,531
Dean Cookson	67,402	-	67,402
Former Executives
Denny Marie Post	81,910		81,910
Pattye L. Moore	-	-	-
Guy J. Constant	127,617	-	127,617

Name

Paul J.B. Murphy III	2019	3,461	374	-	104	4,223	-	-	8,162
Lynn S. Schweinfurth	2019	9,023	1,433	33	433	-	99,648	-	110,570
Jonathan A. Muhtar	2019	10,200	1,620	1,111	479	11,200	-	-	24,610
Michael L. Kaplan	2019	10,200	1,620	989	465	-	-	-	13,274
Dean Cookson	2019	10,200	1,620	691	445			-	12,956
Former Executives

Anthony S. Ackil, 45

Director Since: March 2020

Other Board Service:
B.Good (2004-present)
Project Bread (2018-present)
b.good Family Foundation (2014-present)

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Currently serves as CEO of Streetlight Ventures, a retail platform for small businesses and real estate brokers, having founded the company in 2019.

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From 2004 to 2018, served as CEO of B.Good, a healthy fast casual brand that grew to over 80 locations under his leadership.

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Earlier in his career, he worked as a consultant for IBM, focusing on internet strategy and corporate structure, and as a consultant at PricewaterhouseCoopers.

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Brings to the board of directors more than 15 years of executive experience in the restaurant industry, among other skills and qualifications.

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Holds a B.A. in government from Harvard University.

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Based on the foregoing, our board of directors has concluded Mr. Ackil should continue as a member of our board.