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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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RED ROBIN GOURMET BURGERS, INC.

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



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 18, 2017



To our Stockholders:

        The annual meeting of stockholders of Red Robin Gourmet Burgers, Inc. will be held at 8:00 a.m. MDT, on Thursday, May 18, 2017, at our corporate headquarters, located at 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111, for the following purposes:

        We direct your attention to the proxy statement, which includes information about the matters to be considered at the annual meeting and certain other important information and which we encourage you to review carefully. Our board of directors recommends that you vote FOR the board's nominees for director, FOR approval of our executive compensation, FOR the option of annually as the frequency with which stockholders are provided an advisory vote on compensation of our named executive officers, FOR approval of our 2017 Performance Incentive Plan, FOR approval of the Amended and Restated Employee Stock Purchase Plan, and FOR ratification of the independent auditor. Your vote is important.

        Stockholders of record at the close of business on March 27, 2017 are entitled to notice of, and to vote at, the annual meeting or any postponement or adjournment thereof. This Notice of Annual Meeting of Stockholders and related proxy materials are being distributed or made available to stockholders beginning on or about April [    ], 2017.

        This year, we have again elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. Our proxy materials are available at the following website:

http://www.redrobin.com/eproxy

        We cordially invite you to attend the annual meeting. 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 support.

    By Order of the Board of Directors,

 

 

 

 

 

Pattye L. Moore
Chair of the Board of Directors

Greenwood Village, Colorado
April [    ], 2017


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TABLE OF CONTENTS

 
  Page

PROXY STATEMENT SUMMARY

  1

PROXY STATEMENT

  7

PROPOSAL 1 ELECTION OF DIRECTORS

  7

Directors and Nominees

  7

Vote Required

  12

Board Recommendation

  12

CORPORATE GOVERNANCE AND BOARD MATTERS

  13

Governance Principles

  13

Board Leadership Structure

  14

Role in Risk Oversight

  15

Board Membership and Director Independence

  15

Committees of the Board of Directors

  15

Stockholder Submission of Director Nominees

  17

Communications with our Board of Directors

  18

Certain Relationships and Related Transactions

  18

Compensation Committee Interlocks and Insider Participation

  19

Director Compensation

  19

2016 Director Compensation

  20

Director Stock Ownership Guidelines

  21

Indemnification of Directors

  21

STOCK OWNERSHIP INFORMATION

  22

COMPENSATION DISCUSSION AND ANALYSIS

  26

2016 EXECUTIVE SUMMARY

  28

2016 Performance and Impact on Pay

  30

Executive Compensation Decision-making

  30

Key Components of our Executive Compensation Program

  34

Summary of 2016 Compensation Activity

  36

2017 Compensation Program

  42

Deductibility of Executive Compensation

  42

Executive Compensation Policies and Guidelines

  42

Compensation Committee Report

  44

2016 Executive Compensation Tables

  45

Employment Agreements, Separation Related Arrangements, and Change in Control Agreements

  53

Potential Payments upon Termination or Change in Control

  58

PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION

  60

Advisory Vote

  61

Vote Required

  61

Board Recommendation

  61

PROPOSAL 3 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

  62

Advisory Vote

  62

Vote Required

  62

Board Recommendation

  62

PROPOSAL 4 APPROVAL OF 2017 PERFORMANCE INCENTIVE PLAN

  63

Introduction

  63

Summary Description of the 2017 Plan

  64

Federal Income Tax Consequences of Awards under the 2017 Plan

  68

New Plan Benefits under the 2017 Plan

  69

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  Page

Vote Required

  69

Board Recommendation

  69

PROPOSAL 5 APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

  70

Introduction

  70

Summary Description of the ESPP

  70

Federal Income Tax Information

  72

Vote Required

  73

Board Recommendation

  73

PROPOSAL 6 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  74

Change in Auditor in 2015

  74

Evaluation of Auditor

  74

Vote Required

  76

Board Recommendation

  76

AUDIT COMMITTEE REPORT

  77

VOTING PROCEDURES

  78

ADDITIONAL INFORMATION

  81

ANNUAL REPORT ON FORM 10-K

  82

APPENDIX A—2017 PERFORMANCE INCENTIVE PLAN

  A-1

APPENDIX B—AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

  B-1

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PROXY STATEMENT SUMMARY

        This summary is intended to provide an overview of the items that you will find elsewhere in this proxy statement about our Company and the upcoming 2017 annual meeting of stockholders. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics before voting.

 
Annual Meeting of Stockholders
 
Time and Date:   8:00 a.m. MDT on Thursday, May 18, 2017
Location:   Red Robin Gourmet Burgers, Inc. corporate headquarters
6312 South Fiddler's Green Circle, Suite 200N
Greenwood Village, Colorado 80111
Record Date:   March 27, 2017
 
Proposals and Board Voting Recommendations
 
Proposal
  Board's Voting
Recommendation
  Page References
(for more detail)
 
1   Election of Directors   FOR EACH NOMINEE     7  
2   Advisory Vote to Approve Executive Compensation   FOR     60  
3   Advisory Vote to Approve the Frequency of the Advisory Vote on Executive Compensation   FOR AN ANNUAL VOTE     62  
4   Approval of 2017 Performance Incentive Plan   FOR     63  
5   Approval of Amended and Restated Employee Stock Purchase Plan   FOR     70  
6   Ratification of Independent Auditor   FOR     74  

        Stockholders may also vote on such other matters as may properly come before the meeting or any postponement or adjournment thereof. With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the board of directors or, if no recommendation is given, in their own discretion.

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Director Nominees (Proposal No. 1)
 

Board Nominees

Name
  Age   Director
Since
  Principal Occupation   Independent   Current
Committee
Assignments

Robert B. Aiken

    54     2010   CEO, Essendant       FC

Cambria W. Dunaway

    54     2014   Former U.S. President, Global Chief Marketing Officer, Kidzania   X   *NGC, CC

Kalen F. Holmes

    50     2016   Former Executive Vice President (Human Resources), Starbucks   X   *CC, NGC

Richard J. Howell

    74     2005   Former Partner,
Arthur Andersen
  X   *AC, CC

Glenn B. Kaufman

    49     2010   Managing Member,
D Cubed Group
investment firm
  X   *FC, CC

Steven K. Lumpkin

    62     2016   Consultant, Former Executive Vice President, Chief Financial Officer and director, Applebee's   X   FC

Pattye L. Moore

    59     2007   Former President and Director, Sonic Corp.   X   (C), AC, NGC

Stuart I. Oran

    66     2010   Partner, Liberty Hall Capital Partners private equity firm   X   AC, FC

Denny Marie Post

    59     2016   President and CEO, Red Robin        

                                                 

AC
Audit Committee

CC
Compensation Committee

FC
Finance Committee

NGC
Nominating and Governance Committee

(C)
Denotes Chair of the Board

*
Denotes Chair of the Committee

        In 2017, nine of our directors are standing for re-election and the board recommends a vote FOR all director nominees. All directors except our CEO, Ms. Post, and Mr. Aiken are independent, and therefore currently 80% of our board is independent. Directors are elected by a majority of votes cast. One of our current directors, Mr. Lloyd Hill, will retire and conclude his board service on the date of the annual meeting, and accordingly is not standing for reelection to the board. See "Proposal 1—Election of Directors—Directors and Nominees" in this proxy statement for more information about our directors and nominees. In 2016, each director attended at least 75% of the aggregate number of board and applicable committee meetings.

Key Corporate Governance Highlights

        The board of directors recognizes the connection between good corporate governance and the creation of sustainable stockholder value and is committed to practices that promote the long-term interests of the Company, accountability of management, and stockholder trust. To this end, we continually evolve our practices to ensure alignment with our stockholders.

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        Highlights include:

    Fully declassified board of directors.

    Independent chair of the board of directors.

    All director nominees are independent other than our CEO and one other director.

    All current members of our audit, compensation, and nominating and governance committees are independent.

    Frequent engagement by management with institutional investors.

    Majority voting standard for uncontested director elections.

    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.

    Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors.

    Directors regularly engage in in-boardroom and outside director education.

    Robust board, committee, and director self-evaluation process completed annually instead of age or term limits.

    No poison pill in place.
 
Advisory Vote on Executive Compensation (Proposal No. 2)
 

        We are requesting that stockholders approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. The board recommends a vote FOR Proposal No. 2 because it believes the Company's executive compensation program is designed to link incentives and rewards for our executives to the achievement of specific and sustainable financial and strategic goals, which are expected to result in increased stockholder value. In 2016, our executive compensation advisory vote proposal was supported by approximately 98.2% of the votes cast. Highlights of our executive compensation program, pay for performance compensation structure, 2016 performance, and 2016 compensation are set forth below. Please see "Compensation Discussion and Analysis" in this proxy statement for a full discussion of the items below.

Executive Compensation Program

        Listed below are highlights of our executive compensation program that reflect our focus on strong corporate governance and prudent compensation decision-making:

    Pay for performance focused executive compensation structure, with a significant portion of executive pay "at-risk."

    Compensation committee advised by an independent compensation consultant.

    No excise tax gross ups.

    Double trigger or attainment of performance targets required for equity vesting upon change in control.

    No repricing of underwater options without stockholder approval.

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    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 incentive compensation received by executives.

    Few perquisites offered to our executives.

Pay for Performance

        Our compensation program is designed to pay our executives for performance. Our short-term annual cash incentive program uses performance targets based primarily on annual EBITDA (earnings before interest, taxes, depreciation, and amortization) goals. Long-term incentive compensation is based on achievement of financial goals designed to demonstrate sustained improvement over multi-year periods, and time vesting designed to reward executive retention and value creation. Restricted stock units and options each vest ratably in annual increments over four years, with the amount realizable from such awards being dependent, in whole or in part, on increased stock price. Through 2016, the cash portion of our long-term incentive awards has measured over a three-year performance period based on both cumulative EBITDA and ROIC (return on invested capital) metrics. In 2017, our chief executive officer and chief financial officer compensation will shift to increase the portion of long-term incentive compensation paid in equity and based on performance, subject to stockholder approval of the new 2017 Plan. The compensation committee contemplates this change for all executive officers beginning in 2018.

2016 Performance Highlights

        Our 2016 performance fell below our expectations and performance goals. Highlights are set forth below.

    Total revenues were $1.3 billion in 2016, an increase of 3.1% over 2015.

    Comparable restaurant revenue decreased 3.3%.

    GAAP earnings per diluted share were $0.87 compared to $3.36 in 2015.

    We outperformed the casual dining industry in guest traffic for the 2016 fiscal year by approximately 30 basis points, making it the fifth consecutive year of outperformance as reported by Black Box Intelligence, a financial benchmarking report for the restaurant industry.

    We repurchased $46.1 million of our common stock in fiscal 2016 under our stock repurchase program, thereby returning cash to our stockholders.

        Based on this performance, our named executive officers did not meet the performance goals necessary to achieve payout of the annual corporate bonus. In addition, only a small portion of the long-term incentive program that covered the last three fiscal years paid out despite relative outperformance in the two prior years.

        Mr. Carley served as chief executive officer of the Company from late 2010 until August 2016. In August 2016, Ms. Post became our chief executive officer after serving as president and chief concept officer. Under Ms. Post's leadership, the Company continues to pursue improvement in performance designed to drive top-line growth in sales and lay the foundation for scalable and sustainable long-term growth, profitability, and increased stockholder value. We launched initiatives in the latter part of 2016 to further strengthen our business, improve guest service, and grow market share. We have identified and continue to focus on opportunities that will allow us to:

    Build Team Member engagement;

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    Regain our operational edge;

    Become Guest's "go-to" for great burgers; and

    Deliver great stockholder value.

2016 Compensation

        The table below sets forth the 2016 compensation for our named executive officers:

Name and Principal Position
  Salary
($)
  Bonus
($)
  Stock
Awards
($)
  Option
Awards
($)
  Non-Equity
Incentive
Plan
Compensation
($)
  All Other
Compensation
($)
  Total
($)
 

Current Executives

                                           

Denny Marie Post

    539,544         217,565     435,281     51,408     15,916     1,259,714  

President & Chief Executive Officer

                                           

Guy J. Constant(1)

    15,385     200,000                 516     215,901  

EVP & Chief Financial Officer Officer

                                           

Jonathan A. Muhtar

    375,000     200,000     354,934     460,298         133,894     1,524,126  

SVP & Chief Marketing Officer

                                           

Carin L. Stutz(2)

    246,146     172,308     137,494     137,664         21,825     715,447  

EVP & Chief Operating Officer

                                           

Michael L. Kaplan

    343,850         60,246     120,592     31,908     14,183     570,779  

SVP & Chief Legal Officer

                                           

Terry Harryman

    295,063     27,300     114,333     28,801     7,749     12,145     485,391  

Interim Chief Financial Officer and Chief Accounting Officer

                                           

Former Executives

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Stephen E. Carley

    794,235         389,940     780,001     214,221     20,572     2,198,969  

Former Chief Executive Officer

                                           

Stuart B. Brown

    216,617         124,896     249,895         10,386     601,794  

Former EVP & Chief Financial Officer

                                           

(1)
Mr. Constant joined the Company in December 2016.

(2)
Ms. Stutz joined the Company in May 2016.

        See "Compensation Discussion and Analysis—2016 Executive Compensation Tables" and accompanying footnotes and narratives for additional information about the 2016 compensation for each named executive officer.

 
Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation (Proposal No. 3)
 

        The board of directors recommends an annual advisory vote on the compensation of our named executive officers. See "Proposal 3—Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation" in this proxy statement for more information about this proposal.

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2017 Performance Incentive Plan (Proposal No. 4)
 

        The board of directors recommends a vote FOR approval of the 2017 Performance Incentive Plan. See "Proposal 4—Approval of 2017 Performance Incentive Plan" in this proxy statement for more information about this proposal.

 
Amended and Restated Employee Stock Purchase Plan (Proposal No. 5)
 

        The board of directors recommends a vote FOR approval of the amendment and restatement of the Employee Stock Purchase Plan to increase shares authorized under the plan by 100,000 shares, extend the term of the plan, and make certain other technical adjustments. See "Proposal 5—Approval of the Amended and Restated of the Employee Stock Purchase Plan" in this proxy statement for more information about this proposal.

 
Independent Auditors (Proposal No. 6)
 

        The board of directors recommends a vote FOR the ratification of the appointment of KPMG LLP ("KPMG") as the Company's independent auditor for the fiscal year ending December 31, 2017. See "Proposal 6—Ratification of Appointment of Independent Registered Public Accounting Firm" in this proxy statement for more information about this proposal.

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PROXY STATEMENT

        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 18, 2017, beginning at 8:00 a.m. MDT, at our corporate headquarters, located at 6312 South Fiddler's Green Circle, Suite 200N, Greenwood Village, Colorado 80111. The proxies may be voted at any time and date to which the annual meeting may be properly adjourned or postponed.


PROPOSAL 1
ELECTION OF DIRECTORS

General

        As of the date of this proxy statement, our board of directors consists of ten directors, all of whom are independent except our CEO and Director Robert B. Aiken. Therefore, currently, 80% of our board is independent. One of our current directors, Mr. Lloyd Hill, will retire and conclude his board service on the date of the annual meeting, and accordingly is not standing for reelection to the board. The board of directors has reduced its size from ten to nine members effective as of the date of the annual meeting. Consequently, the board will consist of nine directors following the annual meeting, seven of whom will be independent. 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 2018 annual meeting of stockholders or until their successors have been duly elected and qualified, or until the earlier of their respective deaths, resignations, or retirements. Each nominee has consented to serve if elected and we expect that each of them will be able to serve if elected. If any nominee 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.

Selecting Nominees for Director

        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, 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.

Directors and Nominees

        Below, you can find the principal occupation and other information about each of the director nominees standing for re-election at the annual meeting. Information related to each 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.

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    Robert B. Aiken, 54

Director Since: March 2010

Committees:

• Finance

Other Public Company Board Service:
Essendant Inc. (February 2015-present)

Recent Past Public Company Board Service:
Essendant Inc. (December 2010-May 2014)
  Mr. Aiken currently serves as President and Chief Executive Officer of Essendant Inc., formerly United Stationers Inc., and has served in that role since May 2015. Mr. Aiken served as the Chief Executive Officer of Feeding America, a 501(c)(3) hunger relief charity organization, from December 2012 until May 2015. Mr. Aiken was previously the Chief Executive Officer of the food company portfolio at Bolder Capital, a Chicago-based private equity firm, from February 2012 to December 2012 and from February 2010 to January 2011. Mr. Aiken was a Managing Director of Capwell Partners, LLC, a Chicago-based private equity firm, from January 2011 to February 2012. Prior to entering the private equity business in February 2010, Mr. Aiken served as the President and Chief Executive Officer of U.S. Foodservice (USF). At USF, he served as President and Chief Executive Officer from July 2007 to February 2010, as President and Chief Operating Officer from October 2005 to July 2007, and as Executive Vice President of Sales/Marketing & Supply Chain from February 2004 to October 2005. Prior to joining USF, Mr. Aiken held several positions from 1994 through 2000 at Specialty Foods Corp. of Deerfield, Illinois, including Chief Executive Officer of its Metz Baking Company subsidiary. From 2000 until 2004, Mr. Aiken also served as President and Principal of Milwaukee Sign Co. and early in Mr. Aiken's career, he worked as a business lawyer, first with the firm Sidley & Austin in Chicago and then with Wilson, Sonsini, Goodrich & Rosati in Palo Alto, California.

Mr. Aiken brings to the board of directors, among his other skills and qualifications, experience as a chief executive officer of a corporation with significant operations and a large, labor-intensive workforce. He gained extensive experience in management, operations, and logistics, as well as an understanding of the dining industry through his service at USF. Although Mr. Aiken is not independent for purposes of applicable Nasdaq rules, in light of the foregoing, our board of directors has concluded that Mr. Aiken should continue as a member of our board.
   
 
    Cambria W. Dunaway, 54

Director Since: June 2014

Committees:

• Nominating and Governance (Chair)
• Compensation

Other Public Company Board Service:
Nordstrom FSB (2014-present)

Recent Past Public Company Board Service:
Marketo (2015-2016)
Brunswick Industries (2006-2014)
  Ms. Dunaway served as the U.S. President and Global Chief Marketing Officer of KidZania, an international location based entertainment concept focused on children's role-playing activities, from October 2010 to December 2014 and remains as an advisor to the company. From October 2007 to October 2010, Ms. Dunaway served as Executive Vice President for Nintendo, with oversight of all sales and marketing activities for the company in the United States, Canada, and Latin America. Before joining Nintendo, Ms. Dunaway was Chief Marketing Officer for Yahoo! from June 2003 to November 2007. Prior to joining Yahoo!, Ms. Dunaway was at Frito-Lay for 13 years in various leadership roles in sales and marketing, including serving as the company's Chief Customer Officer and as Vice President of Kids and Teens brands. Ms. Dunaway holds a Bachelor of Science degree in business administration from the University of Richmond and an M.B.A. from Harvard Business School.

Ms. Dunaway brings to the board of directors, among her other skills and qualifications, more than 20 years of experience as a senior marketing and general management executive, launching and growing consumer businesses in entertainment, media, consumer electronics, and package goods. She brings experience in the areas of marketing strategy, communications, data analytics, loyalty, digital transformation, and governance. In light of the foregoing, our board of directors has concluded that Ms. Dunaway should continue as a member of our board.
   
 

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    Kalen F. Holmes, 50

Director Since: August 2016

Committees:

• Compensation (Chair)
• Nominating and Governance

Other Public Company Board Service:
Zumiez Inc. (December 2014-Present)

Other Board Service:
YWCA King and Snohomish counties (2009-present)
Pacific Northwest Ballet, Governing Board of Trustees (2013-present)

Recent Past Public Company Board Service:
None
  Ms. Holmes served as an Executive Vice President of Partner Resources (Human Resources) at Starbucks Corporation from November 2009 until her retirement in February 2013. Prior to her employment with Starbucks, Ms. Holmes held a variety of leadership roles with HR responsibility for Microsoft Corporation from September 2003 through November 2009. Prior to joining Microsoft, Ms. Holmes served in a variety of industries, including high-tech, energy, pharmaceuticals, and global consumer sales. Ms. Holmes serves on the board of directors of Zumiez Inc., a publicly traded, Nasdaq-listed company. She also serves on the Board of Directors for the YWCA King and Snohomish counties and on the Board of Trustees for the Pacific Northwest Ballet. Ms. Holmes holds a Bachelor of Arts in Psychology from the University of Texas and a Master of Arts and a Ph.D. in Industrial/Organization Psychology from the University of Houston.

Ms. Holmes brings to the board of directors, among her other skills and qualifications an extensive background in human resources at large corporations, including management of compensation programs. Considering the foregoing, our board of directors has concluded that Ms. Holmes should continue as a member of our board.
   
 
    Richard J. Howell, 74

Director Since: September 2005

Committees:

• Audit (Chair)
• Compensation

Other Public Company Board Service:
Independent Trustee for the LKCM Funds (July 2005-present)

Other Board Service:
Board of Directors of NACD North Texas Chapter (2010-present)

Recent Past Public Company Board Service:
None
  Mr. Howell was an audit partner with Arthur Andersen LLP for over 25 years before retiring in 2002. From January 2004 through May 2009, Mr. Howell served as an adjunct professor of auditing at the Cox School of Business at Southern Methodist University, and he served in a similar capacity from August 2002 to December 2003 at the Neely School of Business at Texas Christian University.

Mr. Howell brings to the board of directors, among his other skills and qualifications, significant experience in accounting and information systems, as well as knowledge of controls and financial reporting requirements of public companies. In addition, during Mr. Howell's career in public accounting he gained significant knowledge of due diligence practices, mergers and acquisitions, and risk management. In his role as the head of the audit division, he gained experience with recruiting, personnel management, budgeting, and client development and management. As a public accountant, Mr. Howell worked with retail and manufacturing companies and developed experience working with supply chain, procurement, manufacturing processes, and inventory management. Mr. Howell's work with audit committees of numerous public reporting companies and his directorship roles have provided him with substantial experience in corporate governance. Mr. Howell is an NACD Board Leadership Fellow and was named to the 2015 NACD Directorship 100, an honor recognizing his knowledge, leadership, and excellence in corporate governance in the board room. Considering the foregoing, our board of directors has concluded that Mr. Howell should continue as a member of our board.
   
 

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    Glenn B. Kaufman, 49

Director Since: August 2010

Committees:

• Finance (Chair)
• Compensation

Other Public Company Board Service:
None

Recent Past Public Company Board Service:
None
  Mr. Kaufman has been a Managing Member of the D Cubed Group, a private-market investment firm, since January 2011. Prior to forming D Cubed, he consulted to boards, senior executives of operating businesses, and private investment firms from January 2009 to December 2010. Previously, he spent 11 years at American Securities Capital Partners, where he was a Managing Director. During his tenure at American Securities, Mr. Kaufman spearheaded the firm's investing in the restaurant, food service and franchising, and healthcare sectors. He served as Chairman or a Director of Potbelly Sandwich Works, El Pollo Loco, Press Ganey Associates, Anthony International, and DRL Holdings. He spent four years as an attorney with Cravath, Swaine & Moore and worked previously in the small business consulting group of Price Waterhouse. Mr. Kaufman holds a Bachelor of Science in Economics from the Wharton School of Business of the University of Pennsylvania and a law degree from Harvard University.

Mr. Kaufman brings to the board of directors, among his other skills and qualifications, valuable strategic, finance, budgeting, and executive leadership experience, as well as an extensive understanding of restaurant operations, direct/omni-channel marketing, and franchising. He has approximately 20 years of experience as an active, engaged, private market investor. Mr. Kaufman has extensive restaurant, food service, franchising, healthcare, and retail expertise as a result of his investing and business activities at both the D Cubed Group and American Securities Capital Partners. In addition, Mr. Kaufman also has legal and business consulting expertise. In light of the foregoing, our board of directors has concluded that Mr. Kaufman should continue as a member of our board.
   
 
    Steven K. Lumpkin, 62

Director Since: August 2016

Committees:

• Finance

Other Public Company Board Service:
None

Recent Past Public Company Board Service:
Applebee's International, Inc. (2004-2007)
  Mr. Lumpkin currently serves as Principal of Rolling Hills Capital Partners, a consulting firm. Mr. Lumpkin served as Executive Vice President, Chief Financial Officer, and a director of Applebee's International,  Inc., where he served in various executive positions from 1995 until his retirement in 2007. Prior to joining Applebee's, he was Executive Vice President and director at Kimberly Quality Care Inc. Mr. Lumpkin is a CPA, with a bachelor in Accounting from the University of Missouri—Columbia.

Mr. Lumpkin brings to the board of directors, among his other skills and qualifications, extensive experience in the restaurant industry and an accounting and finance background. In light of the foregoing, our board of directors has concluded that Mr. Lumpkin should continue as a member of our board.
   
 

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    Pattye L. Moore, 59

Director Since: August 2007 (Board Chair since February 2010)

Committees:

• Audit
• Nominating and Governance

Other Public Company Board Service:
ONEOK (2002-present)
ONEGAS, Inc. (January 2014-present)

Recent Past Public Company Board Service:
Sonic Corp. (2000-2006)
  Ms. Moore is a business strategy consultant and the author of Confessions from the Corner Office, a book on leadership instincts. Ms. Moore was on the board of directors for Sonic Corp. from 2000 through January 2006 and was the President of Sonic from January 2002 to November 2004. She held numerous senior management positions during her 12 years at Sonic, including Executive Vice President, Senior Vice President—Marketing and Brand Development and Vice President—Marketing. Prior to joining Sonic Corp., she served as a senior executive and account supervisor on the Sonic account at the advertising agency Advertising, Inc.

Ms. Moore brings to the board of directors, among her other skills and qualifications, significant executive leadership, management, marketing, business strategy, brand and concept development, and public relations experience as well as deep knowledge of the restaurant industry. During her tenure at Sonic, the company grew from $900 million in system-wide sales with 1,100 units to over $3 billion in system-wide sales and 3,000 units. Ms. Moore was named one of the top 100 marketers by Advertising Age magazine in 2000 and one of the top 50 women in foodservice by Nation's Restaurant News in 2002. Ms. Moore's directorships at other companies also provide her with extensive corporate governance experience. In light of the foregoing, our board of directors has concluded that Ms. Moore should continue as a member of our board.
   
 
    Stuart I. Oran, 66

Director Since: March 2010

Committees:

• Audit
• Finance

Other Public Company Board Service:
FCB Financial Holdings, Inc. (2010-Present)
OHA Investment Corporation (2014-present)

Recent Past Public Company Board Service:
Deerfield Capital Corp. (2008-2010)
Hughes Telematics (f/k/a Polaris Acquisition Corp.) (2007-2009)
Wendy's International, Inc. (2005-2008)
Spirit Airlines (2004-2015)
  Since 2011, Mr. Oran has been a partner at Liberty Hall Capital Partners, a private equity firm focused on the aerospace and defense sectors. Mr. Oran is also the co-founder of FCB Financial Holdings, Inc., a bank holding company formed to acquire failed banks in FDIC-assisted transactions. Mr. Oran founded Roxbury Capital Group LLC in 2002 and was its managing member until December 2011. From 1994 to 2002, Mr. Oran held a number of senior executive positions at UAL Corporation and its operating subsidiary, United Airlines, Inc., including Executive Vice President—Corporate Affairs (responsible for United's legal, public, governmental and regulatory affairs, and all of United's properties and facilities), Senior Vice President—International (P&L responsibility for United's international division comprised of its operations and employees (approximately 12,000) in 27 countries), and President and Chief Executive Officer of Avolar, United's aviation line of business. During that period, Mr. Oran also served as a director of United Air Lines (the operating subsidiary) and several of its subsidiaries, and on the Management Committee, Risk Management Committee, and Alternative Asset Investment Committee of UAL. Prior to joining UAL and United, Mr. Oran was a corporate partner at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Mr. Oran brings to the board of directors, among his other skills and qualifications, valuable business, leadership, management, and strategic planning experience which he gained during his employment with UAL Corporation and as a board member of Wendy's International, Inc. He also brings significant knowledge of the restaurant industry from his board service at Wendy's. In addition, Mr. Oran has experience serving as a director of a number of other large public companies which provided him with extensive corporate governance experience. Considering the foregoing, our board of directors has concluded that Mr. Oran should continue as a member of our board.
   
 

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    Denny Marie Post, 59

Director Since: August 2016

Other Public Company Board Service:
None

Recent Past Public Company Board Service:
None
  Ms. Post has served as Chief Executive Officer of the Company since August 2016 and as President since February 2016. Prior to that, Ms. Post served as Executive Vice President and Chief Concept Officer of the Company since March 2015. Ms. Post joined the Company in August 2011 as Senior Vice President and Chief Marketing Officer. Before joining the Company, Ms. Post was the Managing Member of mm&i Consulting LLC, a marketing consulting firm, from June 2010 to July 2011. She served as Senior Vice President, Chief Marketing Officer of T-Mobile USA from July 2008 to May 2010, as Senior Vice President, Global Beverage, Food, and Quality at Starbucks Corporation from February 2007 to June 2008, as Senior Vice President, Chief Concept Officer of Burger King Corp. from April 2004 to January 2007, and prior to that, in various marketing executive roles at YUM! Brands, Inc.

Ms. Post brings to the board of directors, among her other skills and qualifications, restaurant industry experience and valuable executive leadership, including in the areas of marketing and brand management. In light of the foregoing, our board of directors has concluded that Ms. Post should continue as a member of our board.
   
 

Vote Required

        Proposal No. 1 requires the approval of a majority of the votes cast for each director.

Board Recommendation

        Our board of directors recommends that you vote FOR the election of each of the nominees for director.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Governance Principles

        The board of directors seeks to ensure that good governance and responsible business practices are part of our culture and values. To ensure that we achieve this goal, the board of directors has previously established corporate governance guidelines that it follows with respect to corporate governance matters, which are available on the investor relations section of our website at www.redrobin.com. The board of directors reviews the governance guidelines annually to ensure that they are timely, effective, and supportive of the board's oversight and other responsibilities.

Executive Development and Management Succession

        Executive development and succession is an important responsibility of the board of directors. Under the Company's corporate governance guidelines, the board maintains an ongoing policy and plan for the development and succession of the CEO and other senior officers. The board has delegated some of this responsibility to the nominating and governance committee. As provided in our corporate governance guidelines, the succession policy and plan has a multi-year focus that encompasses, among other things, the following attributes:

        The nominating and governance committee and the board work closely with management to ensure that development and succession are anticipated, planned for, and addressed in a timely manner. Under the guidance of the committee, Ms. Post and each of the executive officers conduct annual succession planning activities. This process includes annual performance reviews, evaluations, and development plans of the CEO and executive officers, who also conduct evaluations and development of their direct reports.

        Ms. Post regularly meets with the full board on her performance, and her annual performance evaluation is conducted under the oversight of the compensation committee. Ms. Post conducts annual and interim performance and development evaluations of the other senior executives and reviews these evaluations with the compensation committee or full board.

        At least annually, and when otherwise necessary, the nominating and governance committee reviews, makes recommendations for, and reports to the board on programs that have been implemented by management for executive and leadership team development and succession planning.

Stockholder Engagement

        The board and management believe that 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. Among other things, engagement with our stockholders helps us to:

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        This approach has resulted in our receiving essential input and additional perspectives from our stockholders. We regularly engage with our stockholders through attendance at investor conferences, issuance of press releases and quarterly conference calls, other stockholder communications, and individual meetings throughout the year. We spoke to holders of more than 34% of our outstanding shares since the last annual meeting to discuss our business and solicit feedback.

        We also recognize the connection between good corporate governance and our ability to create and sustain value for our stockholders. In response to evolving governance practices, regulatory changes, and concerns of our stockholders, the Company has made a number of changes to our corporate governance practices over the past several years.

        Highlights of our governance program include:

Board Leadership Structure

        The board recognizes that one of its key responsibilities is to evaluate and determine the optimal leadership structure so as 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. Pattye L. Moore currently serves as chair of the board due to, among other things, her prior experience on public company boards of directors, as well as her extensive leadership experience within the restaurant industry.

        We believe that having a non-executive, independent board chair is in the best interests of the Company and our stockholders at this time. The separation of the roles of board chair and chief executive officer allows Ms. Post to focus on managing the Company's business and operations, and allows Ms. Moore to focus on board matters, especially in light of the high level of regulation and scrutiny of public company boards. Further, we believe that the separation of these roles ensures the

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independence of the board in its oversight role of evaluating and assessing the chief executive officer and management generally.

Role in Risk Oversight

        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 that 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 that the board or a designated committee is monitoring the identification, assessment, and mitigation of 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 that 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.

Board Membership and Director Independence

        Our board of directors has determined that each of our directors, except our CEO, Ms. Post, and Mr. Aiken qualifies as an independent director under the rules promulgated by the U.S. Securities and Exchange Commission ("SEC") and The Nasdaq Stock Market® ("Nasdaq") listing standards. Therefore, currently 80% of our board is independent. Mr. Aiken is disqualified from being an independent member of our board based on Nasdaq listing standards because his brother-in-law is a current partner of KPMG LLP ("KPMG"), the Company's outside auditor. Mr. Aiken's brother-in-law is not involved in the audit of Red Robin. Pursuant to these rules, only independent directors may serve on the board's audit committee, compensation committee, and nominating and governance committee. Currently, all members of each of these 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.

Director Attendance

        The board of directors held thirteen meetings in 2016, including five in-person meetings. Each of our current directors attended at least 75% of the aggregate total of meetings of the board of directors and committees during their period of service in 2016. 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 2016 annual meeting.

Committees of the Board of Directors

        Our board of directors has four standing committees: an audit committee, a compensation committee, a finance committee, and a nominating and governance committee. Each of our standing committees generally meets at least once each quarter. In addition, other regular and special meetings

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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. The committee charters are reviewed at least annually by the respective committee to revise and update the committee duties and responsibilities as necessary.

GRAPHIC

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GRAPHIC

Stockholder Submission of Director Nominees

        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, 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

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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.

Communications with our Board of Directors

        You may communicate with any director, the entire board of directors, the independent directors, or any committee 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: Board@redrobin.com. The Company's chief legal officer will review all communications, categorize them, and forward them to the appropriate board member(s). Messages pertaining to administrative matters, ordinary business matters, personal grievances, and similar issues will be forwarded to the appropriate member of management.

        With respect to issues arising under the Company's Code of Ethics, you may also communicate directly with the chair of the audit committee, vice president 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.

Certain Relationships and Related Transactions

Transactions with Related Persons

        For 2016, we had no material related party transactions which were required to be disclosed in accordance with SEC regulations.

Review, Approval, or Ratification of Transactions with Related Persons

        The board of directors recognizes that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. To ensure that 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.

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Compensation Committee Interlocks and Insider Participation

        During the last completed fiscal year, Robert B. Aiken, Lloyd L. Hill, Kalen F. Holmes, Richard J. Howell, and Glenn B. Kaufman each served as members of the Company's compensation committee. None of the members of the compensation committee is or 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.

Director Compensation

        Set forth below are the elements of our director compensation for 2016.

     Annual Retainer       Each non-employee director of the Company received an annual retainer of $70,000, payable in substantially equal quarterly installments. In addition, the following amounts were paid to the chair of the board and each board committee chair 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 finance committee     $10,000          

  

         

*The compensation committee increased the board chair retainer from $48,000 to $85,000 effective January 1, 2016 based on market data and the recommendation of its compensation consultant.

   
                                  
     Equity Awards       Upon initial appointment or election to the board of directors, each non-employee director generally receives a non-qualified stock option grant covering 5,000 shares. Each initial grant of 5,000 stock options vests and becomes exercisable in equal monthly installments over the 24-month period following the date of grant. In addition, at the discretion of the board of directors, each non-employee director is eligible to receive annual grants of stock options, restricted stock, or restricted stock units. In 2016, each non-employee director received an annual grant of restricted stock units with a grant date value of approximately $110,000 and a vesting term of one year. The one year vesting term is consistent with the Company's declassification of its board of directors with annual elections for one-year terms in accordance with governance best practices.    
                                  

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2016 Director Compensation

        The following table sets forth a summary of the compensation earned by our non-employee directors in fiscal 2016.

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

Robert B. Aiken

    80,223         109,986         190,209  

Cambria W. Dunaway

    76,652         109,986         186,638  

Lloyd L. Hill

    73,125         109,986         183,111  

Kalen F. Holmes(3)

    28,269     69,084     91,632         188,985  

Richard J. Howell

    85,000         109,986         194,986  

Glenn B. Kaufman

    80,000         109,986         189,986  

Steven K. Lumpkin(3)

    28,269     69,084     91,632         188,985  

Pattye L. Moore

    155,000         109,986         264,986  

Stuart I. Oran

    70,000         109,986         179,986  

(1)
Each director was awarded 2,300 restricted stock units in May 2016. The fair value of such restricted stock units was computed in accordance with the guidance for accounting for stock compensation at $47.82 per share for all directors. All such restricted stock units are subject to vesting in full on the first anniversary of the date of grant, unless earlier vested per the terms of the award agreement or the Company's Second Amended and Restated 2007 Performance Incentive Plan (the "2007 Plan").

(2)
The aggregate amount of all other compensation paid to each director in fiscal year 2016 did not exceed $2,500 per director.

(3)
Ms. Holmes and Mr. Lumpkin each received a pro-rated grant of 1,781 restricted stock units when they joined the board in August 2016. The fair value of such restricted stock units was computed in accordance with the authoritative guidance for accounting for stock compensation at $51.45 per share. All such restricted stock units are subject to vesting the earlier of the next annual stockholders meeting or the one-year anniversary of the grant date, unless earlier vested per the terms of the award agreement or the 2007 Plan. Ms. Holmes and Mr. Lumpkin were each awarded options to purchase 5,000 shares of common stock upon joining the board. The fair value of such options was computed in accordance with the authoritative guidance for accounting for stock compensation at $13.82 per share covered by the option.

        As of the end of the fiscal year 2016, 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.

 
  Options   Restricted
Stock Units
 

Robert B. Aiken

    5,000     2,808  

Cambria W. Dunaway

    5,000     2,763  

Lloyd L. Hill

    5,000     2,808  

Kalen F. Holmes

    5,000     1,781  

Richard J. Howell

    4,500     2,808  

Glenn B. Kaufman

    0     2,808  

Steven K. Lumpkin

    5,000     1,781  

Pattye L. Moore

    1,500     2,808  

Stuart I. Oran

    5,000     2,808  

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Director Stock Ownership Guidelines

        The compensation committee has had stock ownership guidelines in place for non-employee directors since March 2009 (see "Compensation Discussion and Analysis—Executive Compensation Policies and Guidelines—Executive Stock Ownership Guidelines" for discussion of the ownership guidelines for executive officers). The current ownership guidelines 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 our directors are currently in compliance or on track to be in compliance with the minimum ownership threshold.

        The following table sets forth the ownership guidelines and the holdings of the non-employee directors as of March 9, 2017, valued at the acquisition dates pursuant to our director stock ownership guidelines:

Director
  Ownership
Guideline
  Current Dollar
Value of Guideline
  Cumulative
Cost Basis
 

Robert B. Aiken

  5x Retainer   $ 350,000     912,711  

Cambria W. Dunaway

  5x Retainer   $ 350,000 (1)   320,976  

Lloyd L. Hill

  5x Retainer   $ 350,000     865,290  

Kalen F. Holmes

  5x Retainer   $ 350,000 (2)   91,820  

Richard J. Howell

  5x Retainer   $ 350,000     987,258  

Glenn B. Kaufman

  5x Retainer   $ 350,000     934,438  

Steven K. Lumpkin

  5x Retainer   $ 350,000 (2)   91,820  

Pattye L. Moore

  5x Retainer   $ 350,000     854,814  

Stuart I. Oran

  5x Retainer   $ 350,000     454,266  

(1)
To be achieved by June 2019.

(2)
To be achieved by August 2021.

Indemnification of Directors

        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 that these agreements are necessary in attracting and retaining qualified directors and officers.

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STOCK OWNERSHIP INFORMATION

        Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and except for community property laws where applicable, the persons named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership for each table is based on 12,864,453 shares of common stock outstanding as of March 9, 2017.

Stock Ownership of Certain Beneficial Owners

        The following table sets forth information regarding beneficial owners of more than 5% of our common stock as of March 9, 2017. All information is taken from or based upon ownership filings made by such persons with the SEC or upon information provided by such persons to the Company.

 
  Shares Beneficially Owned  
Name and Address of Beneficial Owner
  Amount and Nature of
Beneficial Ownership
  Percent of
Class
 

T. Rowe Price Associates, Inc.(1)

    2,067,540     16.07 %

BlackRock, Inc.(2)

    1,482,739     11.53 %

Dimensional Fund Advisors LP(3)

    838,025     6.51 %

(1)
This information is based on an amendment to Schedule 13G filed with the SEC on February 7, 2017 jointly by T. Rowe Price Associates, Inc. ("Price Associates") and T. Rowe Price Small-Cap Stock Fund, Inc. ("Price Small-Cap Fund"). These securities are owned by various individual and institutional investors, including Price Associates (which was the beneficial owner with sole dispositive power as to an aggregate of 2,067,540 shares and sole voting power as to an aggregate of 431,337 shares) and Price Small-Cap Fund (which was the beneficial owner with sole voting power as to an aggregate of 749,321 shares, which amount such amended Schedule 13G reports is also included in the aggregate amount reported by Price Associates). For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address for Price Associates' principal business office is 100 E. Pratt Street, Baltimore, Maryland 21202.

(2)
This disclosure is based on an amendment to Schedule 13G filed with the SEC on January 17, 2017. At the time of filing, the reporting person reported being a holding company that has sole voting power over 1,450,203 shares and sole dispositive power over 1,482,739 shares. The filing also reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares and that no one person's interest in the shares is greater than five percent (5%) of the total number of outstanding shares. The address of this reporting person is 55 East 52nd Street, New York, New York 10055.

(3)
This disclosure is based on a Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP ("Dimensional"). At the time of filing, Dimensional reported being an investment advisor that has sole voting power over 794,163 shares and sole dispositive power over 838,025 shares. The filing also reports that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares and that, to the knowledge of Dimensional, no one person's interest in the shares is greater than five percent (5%) of the total number of outstanding shares. For the purposes of the reporting requirements of the Exchange Act, Dimensional is deemed to be a beneficial owner of such securities; however, Dimensional disclaims that it is, in fact, the beneficial owner of such securities. The address for Dimensional's principal business office is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

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Stock Ownership of Directors and Management

        The following table contains information about the beneficial ownership (unless otherwise indicated) of our common stock as of March 9, 2017 by:

 
  Shares Beneficially
Owned(1)
Name of Beneficial Owner
  Amount and Nature
of Ownership
  Percent of
Class

Denny Marie Post(2)

    38,215   *

Guy J. Constant(3)

    5,000   *

Jonathan A. Muhtar(4)

    7,710   *

Carin L. Stutz(5)

    4,115   *

Michael L. Kaplan(6)

    6,311   *

Terry Harryman(7)

    4,338   *

Stephen E. Carley(8)

    138,354   1.07%

Stuart B. Brown(9)

    1,761   *

Robert B. Aiken(10)

    20,885   *

Cambria W. Dunaway(11)

    7,243   *

Lloyd L. Hill(12)

    19,385   *

Kalen F. Holmes(13)

    1,667   *

Richard J. Howell(14)

    24,760   *

Glenn B. Kaufman(15)

    22,632   *

Steven K. Lumpkin(16)

    1,667   *

Pattye L. Moore(17)

    23,540   *

Stuart I. Oran(18)

    8,315   *

Directors and Current Executive Officers as a group (15 persons)(19)

    203,736   1.57%

*
Represents beneficial ownership of less than one percent (1.0%) of the outstanding shares of our common stock.

(1)
If a stockholder holds options, restricted stock units, or other securities that are currently vested or exercisable or that vest or become exercisable within 60 days of March 9, 2017, we treat the common stock underlying those securities as owned by that stockholder and as outstanding shares when we calculate the stockholder's percentage ownership of our common stock. We do not consider that common stock to be outstanding when we calculate the percentage ownership of any other stockholder.

(2)
Consists of 3,491 shares of common stock held directly by Ms. Post and 34,724 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(3)
Consists of 5,000 shares of common stock held directly by Mr. Constant.

(4)
Consists of 1,131 shares of common stock held directly by Mr. Muhtar and 6,579 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(5)
Consists of 4,115 shares of common stock held directly by Ms. Stutz.

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(6)
Consists of 857 shares of common stock held directly by Mr. Kaplan and 5,454 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(7)
Consists of 1,108 shares of common stock held directly by Mr. Harryman and 3,230 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017. Mr. Harryman has concluded his service as interim chief financial officer of the Company.

(8)
Consists of 1,000 shares held directly by Mr. Carley and 35,602 shares of common stock held indirectly by the Carley Family Trust (as of December 25, 2016, Mr. Carley's date of departure from the Company), and 101,752 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017. Mr. Carley resigned from his position as chief executive officer of the Company effective as of August 8, 2016. Unless known otherwise by the Company, the beneficial ownership information is based on the most recent Form 4 filed by Mr. Carley.

(9)
Consists of 1,761 shares held directly by Mr. Brown (based on the most recent Form 4 filed by Mr. Brown). Mr. Brown resigned from his position as chief financial officer of the Company effective as of July 15, 2016.

(10)
Consists of 15,885 shares of common stock held indirectly by the Robert B. Aiken Trust, and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(11)
Consists of 2,243 shares of common stock held directly by Ms. Dunaway and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(12)
Consists of 12,385 shares of common stock held directly by Mr. Hill, 2,000 shares of common stock held indirectly by the Lloyd Hill Revocable Trust, and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(13)
Consists of 1,667 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(14)
Consists of 20,260 shares of common stock held directly by Mr. Howell, and 4,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(15)
Consists of 22,632 shares of common stock held directly by Mr. Kaufman.

(16)
Consists of 1,667 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(17)
Consists of 22,040 shares of common stock held indirectly by an entity owned and managed by Ms. Moore and her husband, and 1,500 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(18)
Consists of 1,315 shares of common stock held directly by Mr. Oran, 2,000 shares of common stock held indirectly by Mr. Oran in two trusts of which Mr. Oran is co-trustee, and 5,000 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017.

(19)
Includes 85,055 shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 9, 2017. Excludes Messrs. Carley, Brown and Harryman, who are not currently executive officers of the Company.

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Equity Compensation Plan Information

        We maintain two equity based compensation plans—the Second Amended and Restated 2007 Performance Incentive Plan (the "2007 Plan"), and the Employee Stock Purchase Plan (the "ESPP"). Our stockholders have approved each of these plans.

        The following table sets forth for our equity compensation plans in the aggregate, the number of shares of our common stock subject to outstanding options and rights under these plans, the weighted average exercise price of outstanding options, and the number of shares remaining available for future award grants under these plans as of December 25, 2016:

Plan Category
  Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
(a)
  Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
  Number of securities
remaining available
for issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(c)
 

Equity compensation plans approved by security holders 2007 Plan

    408,445   $ 53.82     575,865  

Equity compensation plans not approved by security holders

    N/A     N/A     N/A  

Total

    408,445   $ 53.82     575,865 (1)

(1)
Of the aggregate number of shares that remained available for future issuance as of December 25, 2016, 30,584 shares were available for issuance under the ESPP and 545,281 shares were available for issuance under the 2007 Plan. If our stockholders approve the 2017 Performance Incentive Plan at our annual meeting, no new awards will be granted under the 2007 Plan after the annual meeting.

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COMPENSATION DISCUSSION AND ANALYSIS

        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 2016, our named executive officers were:

Overview

        Red Robin Gourmet Burgers, Inc., together with its subsidiaries, primarily develops, operates, and franchises full-service restaurants in North America and focuses on serving an imaginative selection of high quality gourmet burgers in a fun environment welcoming to guests of all ages. Red Robin's goal is to differentiate itself from typical casual dining establishments based on quality, service, and value. To differentiate on quality, we offer a large and varied selection of highly craveable and customizable burgers. To differentiate on service, our goal is to be highly attentive to guests of all ages, serving food and beverages quickly so they can spend more time enjoying their food and less time waiting. We also strive to deliver tremendous value by providing delicious food at a range of price points, accompanied with our bottomless steak fries and other sides with every meal. Red Robin guests give us credit for these key points of differentiation and we seek to build on them every day by living our B.U.R.G.E.R. values: Bottomless Fun, Unwavering Integrity, Relentless Focus on Improvement, Genuine Spirit of Service, Extraordinary People, and Recognized Burger Authority.

        To ensure the continued success of Red Robin in a rapidly evolving marketplace, we focus on four strategic areas:

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        We believe these strategic initiatives will provide the foundations for scalable and sustainable long-term growth, profitability, and increased stockholder value.

        Our executive compensation program supports this focus through several key objectives:

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2016 EXECUTIVE SUMMARY

        Following is an executive summary of our 2016 executive compensation program:

Compensation Philosophy

    Our executive compensation program is designed to pay for performance and link incentives to current and long-term sustained achievement of Company strategic goals. It encourages our executive officers to think and act like owners, because they are owners and as such are compensated in significant part based on the performance of the Company.

Pay Elements

    Our 2016 executive compensation program was comprised of three primary elements: base salaries, annual performance-based cash bonus incentive, and long-term incentives that include both cash awards on three-year performance cycles and equity awards (stock options and restricted stock units). Financial metrics used for the annual performance-based cash bonus incentive and long-term cash incentive grants are linked to the Company's strategic business plans.

    Approximately 80% or our CEO's and 67% of our named executive officers' target total compensation is made up of either annual cash incentives or long-term incentives.

Setting Compensation

    Executive compensation decisions are made by our independent compensation committee, which is currently comprised solely of independent directors.

    When making compensation decisions, our compensation committee receives input from its independent compensation consultant (Aon Hewitt) and receives input from our CEO. Our compensation committee also reviews benchmarking data of the compensation paid by a peer group of restaurant companies selected by the compensation committee.

Company Performance in 2016

    2016 corporate performance fell below our expectations and goals, with year-over-year total revenues increasing by 3.1% to approximately $1.3 billion.

    Comparable restaurant revenue fell by 3.3%

    GAAP earnings per diluted share were $0.87 compared to $3.36 in 2015.

    We outperformed the casual dining industry in guest traffic for the 2016 fiscal year by approximately 30 basis points, making it the fifth consecutive year of outperformance as reported by Black Box Intelligence, a financial benchmarking report for the restaurant industry.

    We repurchased $46.1 million of our common stock in fiscal 2016 under our stock repurchase program, thereby returning cash to our stockholders.

2016 Compensation Highlights

    The compensation committee did not make significant structural changes to our executive compensation program for 2016. We believe this is consistent with the wishes of our stockholders, who have expressed overwhelming support (greater than 98% of votes cast) for our executive compensation program at each of our last three annual "say-on-pay" advisory votes.

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    Based on our total compensation and peer compensation levels, the compensation committee chose to increase salary levels for certain named executive officers in 2016.

    Ms. Post's salary increased from $450,000 to $700,000 based on market information and her performance and promotion to chief executive officer.

    Mr. Kaplan's salary increased from $335,000 to $345,000 based on market information and his performance.

    The structure of our annual performance-based cash bonus incentive program remained the same in 2016.

    Ms. Post's short term incentive targets were increased from 80% to 120% of salary for 2016 based on market information and her performance and promotion to chief executive officer.

    Because we did not achieve the pre-set company EBITDA and guest count goals for 2016, our named executive officers did not receive a payout of their annual performance-based cash incentive in 2016 (compared to payout at 123.1% of target for 2015 performance).

    The structure of our long-term incentive program opportunities for executives remained the same in 2016, with 40% of long-term incentives delivered in the form of stock options, 20% delivered in the form of restricted stock units, and 40% delivered in the form of long-term cash incentives.

    Certain of our executive officers' long-term incentive targets as a percent of salary were increased based on updated market information and individual performance. Ms. Post's target increased from 125% to 250% based on market information and her performance and promotion to chief executive officer.

    Based on the achievement of pre-set company EBITDA goals only (and not the return on invested capital goals), the payout of our long-term cash incentives for the 2014-2016 performance period was 29.75% of target (compared to payout at 128.6% of target for long-term cash incentives for the 2013-2015 performance period).

Governance Standards and Compensation Best Practices Currently in Effect

    Direct retention by the compensation committee of its independent compensation consultant, Aon Hewitt.

    Stock ownership guidelines for our executive officers, each of whom complied with, or were on track to comply with, the applicable ownership guidelines as of December 25, 2016.

    No excise tax gross ups.

    Relatively modest executive perquisites, and no excessive executive only-perquisites such as security systems, financial planning, or vacation homes.

    Double trigger or attainment of performance targets required for equity vesting upon change in control.

    No repricing of underwater options without stockholder approval.

    Formal policy prohibiting hedging and pledging of Company securities by executive officers and directors.

    Clawback policy for the return of certain incentive compensation received by executives.

    Annual advisory stockholder vote to approve the Company's executive compensation.

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2016 Performance and Impact on Pay

        Mr. Carley joined the Company in late 2010 as chief executive officer and served in that role until August 2016. In August 2016, Ms. Post became our chief executive officer after serving as president and chief concept officer. Under Ms. Post's leadership, the Company continues to pursue improvement in performance designed to drive top-line growth in sales and lay the foundation for scalable and sustainable long-term growth, profitability, and increased stockholder value. Our compensation objectives are designed to link incentives and rewards with current and long-term sustained achievement of these goals. Our performance in 2016 was below our expectations and the compensation awarded for 2016 is reflective of such performance. We believe we are poised to return to higher levels of performance with our strategic initiatives. Our performance for 2016 is summarized below:

        Based on this performance, our named executive officers did not meet the performance goals necessary to achieve payout of the annual corporate bonus. In addition, only a small portion of the three-year long-term incentive that covered the last three fiscal years paid out despite relative outperformance in the two prior years.

Executive Compensation Decision-making

        The compensation committee determines target total direct compensation for named executive officers by establishing base salaries and setting long-term and annual incentive compensation targets. When appropriate, the committee also approves special awards and relatively modest perquisites. When determining target total direct compensation, the committee considers the following:

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Pay for Performance Alignment

        Our compensation program is designed to pay for performance and link incentives to current and long-term sustained achievement of Company strategic goals. Accordingly, a significant portion of our named executive officers' compensation, excluding base salary, is incentive based, and is comprised of performance-based short-term and long-term awards. Such compensation therefore varies in value and is at-risk of forfeiture or reduced payout if performance goals are not achieved for cash-based incentives, or loss of value if our performance does not drive increases in our stock price. Financial measures such as EBITDA (earnings before interest, taxes, depreciation, and amortization) and ROIC (return on invested capital) used for the annual bonus and cash incentive grants are linked to the Company's strategic business plans that are reviewed and approved by our board of directors. Minimum financial targets must be achieved for any payouts of cash to be made under both the annual bonus and long-term incentive grants. Restricted stock units and stock options vest ratably over four years, the value of which is dependent, in whole or in part, on an increase in the Company's stock price.

        The compensation committee believes that the annual incentives (which are generally based on annual Company EBITDA or other financial targets) and the long-term incentives (the cash portions of which are currently based on three-year cumulative EBITDA and ROIC targets) place a large portion of the executive's pay at risk because such pay will fluctuate or vary in value based upon the level of performance achieved by the Company. Because incentive awards are performance-based, they are at risk of forfeiture or reduced payout if performance goals are not achieved. Moreover, long-term equity awards are at risk of forfeiture if the executive does not remain with the Company until the equity vests, and are at risk of reduced realized value based upon Company stock price at the date of exercise.

        Risk Profile of 2016 Named Executive Officer Compensation.    In 2016, "at-risk" or "variable pay" (subject to forfeiture or partial or complete loss of value) made up 80% of total target compensation for CEO compensation and 67% of total target compensation for the other named executive officers as a group and included short-term and long-term incentives. Short-term incentive pay, aligned with achievement of annual business results based on EBITDA, comprised 24% and 23% of our CEO's and other named executive officers' total target compensation opportunity, respectively. Long-term incentive ("LTI") awards that are designed to maximize retention and to link compensation to the Company's long-term stock price performance comprised 56% and 44% of our CEO's and other named executive officers' total target compensation, respectively. LTI awards are based on achievement of longer-term business goals adopted as part of our multi-year strategy.

        The charts below reflect the portion of the executives' 2016 compensation that is considered at risk or variable, because it is subject to forfeiture or partial or complete loss of value based on our compensation structure. The charts below represent the target total compensation.


CEO

GRAPHIC

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Other Named Executive Officers

GRAPHIC

Benchmarking

        Restaurant Peer Group.    Restaurant peer group companies are selected by the compensation committee upon recommendation of its compensation consultant, Aon Hewitt, and are based on their similarity to us with respect to several criteria, including revenue, size, and scope. Specifically, peers include U.S. public companies within the restaurant industry that have similar revenue and market value. The peer group used for 2016 compensation benchmarking consists of the 20 restaurant companies identified in the chart below. The Company ranked in the 53rd percentile for its peer group in sales and 41st percentile in market value based on Aon Hewitt compensation analysis conducted in 2015.

Peer Group
Biglari Holdings, Inc.   Domino's Pizza, Inc.
BJ's Restaurants, Inc.   Fiesta Restaurant Group, Inc.
Bob Evans Farms, Inc.   Ignite Restaurant Group, Inc.
Brinker International, Inc.   Noodles & Company
Buffalo Wild Wings, Inc.   Papa John's International, Inc.
Carrols Restaurant Group, Inc.   Ruby Tuesday, Inc.
The Cheesecake Factory, Inc.   Ruth's Hospitality Group, Inc.
Cracker Barrel Old Country Store, Inc.   Sonic Corp.
Denny's Corporation   Texas Roadhouse, Inc.
DineEquity, Inc.   The Wendy's Company

        2016 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.

Independent Compensation Consultant

        The compensation committee has retained Aon Hewitt as its independent compensation consultant. Aon Hewitt 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. Aon Hewitt also advises the compensation committee on compensation for the

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board of directors. In 2016, Aon Hewitt received $229,794 in fees for executive compensation consulting services provided on behalf of the compensation committee, and an additional $145,968 for other services provided by Aon Hewitt not related to executive compensation, at the request of management. The compensation committee evaluated Aon Hewitt'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 that no conflict of interest exists that would prevent Aon Hewitt from independently representing the compensation committee.

Risk Mitigation

        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 that 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 that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Consideration of Prior Say-on-Pay Votes

        At our 2016 annual meeting of stockholders, holders of approximately 98.2% of the votes cast on such proposal approved the advisory vote ("say-on-pay") on the 2015 compensation of our named

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executive officers, which was consistent with the level of support we received in 2015 and 2014, when 99.0% and 99.5%, respectively, of stockholders voted for our "say-on-pay" proposal.

        We believe the level of support we received from stockholders for the last three years was driven in part by our sustained and continued improvement in performance and our commitment to pay for performance and link incentives to current and long-term sustained achievement of Company strategic goals. Based on our say-on-pay results, the compensation committee did not make significant structural changes to our executive compensation program for 2016. The compensation committee will continue to consider the results of the advisory vote on executive compensation in future executive compensation policies and decisions.

Key Components of our Executive Compensation Program

Base Salary

        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, and adjusts them from time to time to account for relevant factors such as market changes, as documented by the compensation consultant. The compensation committee also considers the CEO's evaluation of each executive's performance and reviews her salary recommendations for our executives.

Incentive-Based Compensation

        For our incentive-based compensation, the compensation committee utilizes a mix of performance metrics and time and tenure. Each type of metric serves a different purpose. The short-term (annual bonus) and the cash component of the long-term incentive awards are performance-based and require achievement of certain financial targets, measured over either one or three years. If the financial metrics are not achieved at a minimum threshold level at the end of the performance period, no payment is earned or made. The equity portion of the grants vests ratably over four years. The time-based vesting of the restricted stock units, a comparatively lesser portion of the total long-term incentive awards, is used primarily for retention purposes and to encourage stock ownership by executives, thereby aligning their interests with our stockholders. The stock options vest over time, but require improved stock price performance to realize value.

        Annual Performance-Based Incentive (Cash Bonus).    Annual performance-based cash bonuses are intended to reward achievement of short-term operating goals and financial performance that are incremental to long-term, sustained creation of stockholder value. Our annual bonuses are established with reference to the annual portion of our multi-year strategic plan and, although measured in one-year increments, are designed to tie each year's results into a long-term target. As the Company's business evolves and develops, the long-term targets may be revised with concurrent impact on each year's annual planning. Generally, the annual performance metrics are financial-based measures that the compensation committee believes are highly correlated to our strategic 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 is eligible to receive an annual cash bonus based on achievement of certain performance objectives, predominantly based on annual EBITDA. The EBITDA 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. The EBITDA goal is intended to be a "stretch" goal, or challenging target, and is meant to encourage superior performance. The 2007 Plan and the Cash Incentive Plan permit the compensation committee to adjust, in its discretion, EBITDA

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for non-cash, non-recurring, or unusual items. The compensation committee approves the annual bonus program based on achievement of a predetermined range of minimum threshold, target, and maximum-level EBITDA and approves payout of the bonuses, if any, following review of actual results. Bonuses are based on a percentage of the executive's salary and are set based on market and peer comparisons, and the corresponding dollar payout value varies up or down depending on the actual EBITDA performance level. Bonuses are not payable at all if the minimum threshold of EBITDA is not achieved. The compensation committee sets the EBITDA ranges each year based on performance expectations and other factors. The compensation committee may add or substitute performance measures in future plans. The compensation committee may also use various factors to exercise negative discretion when evaluating performance for purposes of awarding annual incentive compensation. Prior to 2016, cash incentive awards were granted and paid pursuant to the 2007 Plan. In 2016, cash incentive awards were awarded and paid pursuant to the Cash Incentive Plan. Future cash incentive awards are anticipated to be granted under the new 2017 Plan.

        In addition, the compensation committee may approve special bonuses on an individual or group basis in recognition of extraordinary achievements, or to address other special situations.

        Long-Term Performance-Based Incentives.    The compensation committee determines the long-term incentive grants for the executive officers, including the named executive officers, pursuant to market data and with respect to comparisons to peer restaurant compensation practices. The compensation committee believes that a mix of performance and time-based cash and equity incentives provides an element of performance risk for executives and encourages equity ownership, thereby aligning the interests of executive officers with our stockholders.

        Long-term incentive grants consist of equity awards, typically in the form of restricted stock units and stock options, and a long-term cash incentive component. They 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 three-year performance targets) is designed to ensure that the execution of our strategic plan considers appropriate risks and returns and allows for initiatives that span several fiscal years.

        Currently, except as described below, the long-term incentive awards for executives consist of an equity component comprised of 40% stock options and 20% restricted stock units (both of which vest ratably over four years), and a 40% performance-based cash component. We use stock options to align the interests of our executive officers with stockholders because value is realized only if the stock price appreciates (stock price performance). We use restricted stock units to help retain our executives and further align their interests with our stockholders. The cash component is payable if cumulative EBITDA or ROIC targets are achieved over a three-year performance period. The cumulative EBITDA and ROIC long-term incentive cash metrics are independent of each other. The compensation committee selected a target earnings metric (cumulative EBITDA) and a return metric (ROIC) in the design of the long-term incentive cash design to achieve a balance between profitability and growth, and to effectively reward both. Both the EBITDA goal and the ROIC goal are intended to be "stretch" goals, or challenging targets, and are meant to encourage superior performance. The 2007 Plan and the Cash Incentive Plan permit the compensation committee to adjust, in its discretion, EBITDA or ROIC for non-cash, non-recurring, or unusual items. While there is some overlap with a metric in our annual performance-based cash bonuses and long-term incentive cash awards (EBITDA), in establishing this program prior to this year, the compensation committee believed this was appropriate because the annual performance-based cash bonus is focused on earnings in a particular year, whereas the three-year cumulative EBITDA used in the long-term incentive program is focused on progress over the three-year performance period and can be measured at any point in the performance period. The compensation committee believed that the longer-term nature of the long-term incentive cash program linked performance to our multi-year strategic plan and growth objectives and encouraged management's collaboration on strategic initiatives. Prior to 2016, equity incentive awards were paid

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pursuant to the 2007 Plan. In 2016, cash incentive awards were awarded and paid pursuant to the Cash Incentive Plan. 2017 cash incentive awards will be granted under the Cash Incentive Plan and future year awards are anticipated to be granted under the new 2017 Plan.

Employee Benefits

        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.

Modest Perquisites

        We offer relatively few perquisites to our executives, but we do provide certain benefits such as car allowances to our named executive officers and certain other employees. In addition, where appropriate, we offer usual and customary relocation expense reimbursements including related tax reimbursements.

Summary of 2016 Compensation Activity

Base Salary

        Named executive officer salaries for 2016 are set forth below. The compensation committee considers various factors when setting base salaries including peer compensation practices, the Company's performance, individual contributions, CEO recommendations for her direct reports, and other relevant matters.

Named Executive Officer
  Salary  

Denny Marie Post, President and Chief Executive Officer(1)

  $ 700,000  

Guy J. Constant, Executive Vice President and Chief Financial Officer(2)

  $ 500,000  

Jonathan A. Muhtar, Senior Vice President and Chief Marketing Officer

  $ 375,000  

Carin L. Stutz, Executive Vice President and Chief Operating Officer(3)

  $ 400,000  

Michael L. Kaplan, Senior Vice President and Chief Legal Officer

  $ 345,000  

Terry Harryman, Interim Chief Financial Officer and Chief Accounting Officer

  $ 265,000  

Stephen E. Carley, Former Chief Executive Officer

  $ 800,000  

Stuart B. Brown, Former Senior Vice President and Chief Financial Officer

  $ 400,000  

(1)
Ms. Post's salary was increased from $450,000 to $700,000 in connection with her appointment as CEO.

(2)
Mr. Constant joined the Company in December 2016.

(3)
Ms. Stutz joined the Company in May 2016.

        Each of Ms. Post, Mr. Constant, Mr. Muhtar, Ms. Stutz, and Mr. Kaplan has an employment agreement with the Company, the terms of which are discussed below under "Executive Employment Agreements."

Incentive-Based Compensation

        2016 Annual Performance-Based Cash Incentives.    For 2016, annual performance-based cash bonuses were contingent upon achievement of an annual Company EBITDA target to focus our efforts on continuing to improve performance and maximizing stockholder returns. In fiscal year 2016, we continued to realize significant movement toward these goals, reporting increased revenues and sustainable cost reductions. We view these achievements as progress toward establishing best in class operations, profitability, and brand value.

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        Target bonus opportunities under our annual performance-based cash incentive program are equal to a pre-established percentage of the employee's base salary. Actual bonuses are determined by comparing the Company's fiscal year EBITDA to a target level of EBITDA for the year established by our compensation committee. Actual bonus amounts can range from 0% to 200% of the executive's target bonus opportunity based on achievement of EBITDA ranging from 90% to 120% of the target level of EBITDA for the year. For 2016, the EBITDA target was $162.7 million and we achieved 85.0% of the EBITDA target based on our 2016 EBITDA of approximately $138.3 million, and therefore generated no corresponding payout of bonus.

 
     EBITDA Target and Preliminary Bonus %    
 
    EBITDA Target Achieved       Bonus Payout as a
% of Target
   
 
    Actual     85.0%     0%  
 
    Minimum       90%       33%    
 
    Target       100%       100%    
 
    Maximum       ³120%       200%    
 

        The 2016 annual performance-based cash bonus incentive also included a feature, if EBITDA of at least 100% of the target level was achieved, that allows for an increase in the amount up to 130% of the preliminary bonus amount based on achievement of guest traffic outcomes favorable to our casual dining peers as reported by Black Box Intelligence, a financial benchmarking report for the restaurant industry. Because our EBITDA performance in 2016 was below 100%, this feature of the cash bonus incentive plan was not earned.

 
     Guest Count Modifier and Final Bonus as % of Target    
 
     Guest Count Increment
over Black Box
      Guest Count Modifier Payout    
 
    Threshold       1.90%       105.0%    
 
    Maximum       ³2.80%       130%    
 

        Based on our 2016 performance, our named executive officers did not earn an annual performance-based cash bonus. Bonus targets for the named executive officers are set forth below.

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Only those named executive officers that were a new hire or served in an interim executive officer capacity during the year received a bonus in 2016 pursuant to their agreement or arrangement.

Named Executive Officer
  2016
Annualized
Salary
  Bonus at
Target (%
of Actual
Salary)
  $ Bonus at
Target
  2016
Actual
Bonus
 

Current Executives

                         

D. Post

  $ 700,000     120 % $ 655,394 (1) $ 0  

G. Constant(2)

  $ 500,000              

J.Muhtar

  $ 375,000     70 % $ 262,500   $ 0  

C.Stutz. 

  $ 400,000     70 % $ 280,000   $ 172,308 (3)

M. Kaplan

  $ 345,000     70 % $ 241,500   $ 0  

T. Harryman

  $ 265,000     30 % $ 79,500   $ 27,300 (4)

Former Executives(5)

   
 
   
 
   
 
   
 
 

S. Carley

  $ 800,000     120 % $ 960,000   $ 0  

(1)
Ms. Post's salary was increased from $450,000 to $700,000 in connection with her appointment as CEO. Bonus at Target represents a pro-rated amount based on the number of days Ms. Post's salary was at $450,000 and $700,000.

(2)
Mr. Constant joined the Company in December 2016 and was not eligible to receive an annual performance-based cash bonus for fiscal 2016.

(3)
Ms. Stutz received a 2016 bonus in the amount of $172,308 for 2016 per her employment agreement.

(4)
Mr. Harryman received a 2016 bonus in the amount of $27,300 for 2016 for his service as interim CFO.

(5)
Former named executive officer, Mr. Brown, was not eligible to receive an annual performance based cash bonus because he resigned during the year.

        2016 Long-Term Incentive ("LTI") Program.    The 2016 LTI grants made to named and other executive officers followed the same program design implemented in 2011 and used in 2012, 2013, 2014, and 2015. For our executives, the program consists of an equity component comprised of 40% stock options and 20% restricted stock units (both of which vest ratably over four years), and a 40% long-term cash incentive component measured by company performance over three years. It is intended that this program will continue annually in overlapping cycles. The compensation committee will change the structure of the long-term incentive component to move to including more equity and less cash going forward. See "—2017 Compensation Program" below.

        2016 Incentive Grants.    In February 2016, the Company made the following annual grants to our named executive officers in the form of LTI cash awards, options, and restricted stock units under the

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2007 Plan. As described above, an executive's total target incentive is comprised of 40% long-term performance-based cash, 40% stock options, and 20% restricted stock units.

Named Executive Officer
  Total Long
Term
Incentive
Target
Value
($)
  Long-Term
Incentive
Cash
($)
  Non-Qualified
Stock Options
(#)
  Time-Based
Restricted
Stock Units
(#)
 

D. Post

    687,225     274,945     12,170     2,153  

G. Constant(1)

                 

J. Muhtar

    525,000     210,031     9,297     1,645  

C. Stutz(2)

    275,000         7,038     2,218  

M. Kaplan

    301,500     120,666     5,339     944  

T. Harryman

    72,000     28,843     1,275     225  

Former Named Executive Officer
         
 
   
 
   
 
 

S. Carley

    1,950,000     780,064     34,534     6,110  

S. Brown

    624,750     249,959     11,064     1,957  

(1)
Mr. Constant joined the Company in December 2016 and did not receive any awards in 2016. He did receive awards in January 2017 that are discussed elsewhere in this proxy statement. See "—Employment Agreements, Separation Related Arrangements and Change in Control Agreements" in this proxy statement.

(2)
Ms. Stutz joined the Company in May 2016. Amounts represent a new hire award comprised of 50% stock options and 50% restricted stock units.

        The estimated fair value of each option granted is calculated using the Black-Scholes multiple option-pricing model. The fair value of the restricted stock units is based on the grant date market value of the common shares.

        Long-Term Cash Portion.    The long-term cash portion of the performance plan is focused on operational metrics with a three-year performance period. The awards cliff vest at the end of a three-year performance cycle. Performance is measured over the three years based on a range of minimum threshold, target, and maximum level. There are two independent metrics used that provide an appropriate balance between capital efficiency and operational results. The first metric is cumulative EBITDA, which allows progress toward the EBITDA goal to be measured over three years. The second metric is three-year average ROIC, which recognizes that capital-related returns may take time to manifest. The goals are equally weighted and the payouts may be different depending on the achievement level of each metric.

        The same LTI cash award metrics and methodology were implemented for years 2011 through 2016. It is currently intended that each subsequent annual plan will have similar three-year performance periods and vesting.

        At the end of 2016, the Company completed a three-year performance cycle for the long-term cash incentive portion of the LTI plan. The performance period covered fiscal 2014 through fiscal 2016. The 2014 LTI cash awards represented 40% of the executive's total 2014 LTI award. Based on achievement of EBITDA and ROIC performance goals, our executive officers earned an LTI cash payout, as reflected in the summary compensation table and the tables below.

        For the 2014-2016 LTI cash incentive, our target (100%) level EBITDA objective was approximately $407.6 million. The range of EBITDA objectives to achieve a LTI cash payout based on EBITDA was 90% of target EBITDA for the minimum threshold level, and 120% of target EBITDA

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for the maximum level (which corresponds to a 50% to 200% target payout range). Our EBITDA achievement for 2014-2016 was $374.5 million, which was 91.9% of the target EBITDA level, and generated a corresponding payout multiple of 59.5%. For purposes of calculating our 2014-2016 LTI cash payout, EBITDA, as set forth in the Company's earnings releases furnished with the SEC on Form 8-K, is adjusted for unusual or non-recurring items including acquisitions, asset impairments, incremental gift card breakage revenue, executive transition, changes to the chief executive officer's equity incentive award retirement provisions, legal contingencies, Red Robin Burger Works closure costs, and reorganization costs related to U.S. and Canadian operations, and is calculated using cumulative EBITDA for the years 2014-2016. The compensation committee approved such adjustments.

    EBITDA Target and Preliminary Payout %    
     EBITDA Target Achieved       Payout as a % of Target    
    Below Minimum       <90%       0%    
    Minimum       90%       50%    
    Actual     91.9%     59.5%  
    Target       100%       100%    
    Maximum       ³120%       200%    

        Our target (100%) level ROIC objective for the 2014-2016 performance period was approximately 14.3%. The range of ROIC objectives to achieve a LTI cash payout based on ROIC was 89.5% of target ROIC for the minimum threshold level, and 108.4% of target ROIC for the maximum level, with a corresponding multiple range that decreased or increased the payout of the executive's target LTI cash incentive. Our ROIC achievement for 2014-2016 was 82.2%, which was below minimum of the target ROIC level, and therefore generated no corresponding payout.

    ROIC Target and Preliminary Payout %    
     ROIC Target Achieved       Payout as a % of Target    
    Actual     82.2%     0%  
    Below Minimum       <89.6%       0%    
    Minimum       91.6%       20%    
    Target       100%       100%    
    Maximum       ³108.4%       180%    

        The actual amounts of our LTI cash incentive paid to our named executive officers in February 2017 for fiscal 2014 through fiscal 2016 performance are as follows. Together, the overall performance

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of the EBITDA and ROIC metrics averaged a payout percentage of 29.75%, which was reflective of a payout on the EBITDA portion only and no payout on the ROIC performance.

 
   
  EBITDA-Based LTI Payout   Total LTI
Cash Payout
 
Named Executive Officer
  LTI
Award at
Target
($)
  EBITDA
Portion of
LTI Award
at Target
(1/2 of total)
($)
   
  Multiplied by
Actual
EBITDA
Payout as a
% of Target
   
  EBITDA
Based LTI
Cash Award
Payout ($)
  EBITDA-
Based LTI
Payout +
ROIC Based
LTI Payout
($)
 

Current Executives

                                       

D.Post

    172,800     86,400   x     59.5 % =     51,408     51,408  

G. Constant(1)

          x       =          

J. Muhtar(2)

          x       =          

C.Stutz(3)

          x       =          

M.Kaplan

    107,253     53,627   x     59.5 % =     31,908     31,908  

T. Harryman

    26,046     13,023   x     59.5 % =     7,749     7,749  

Former Executives(4)

                                       

S. Carley

    720,069     360,035   x     59.5 % =     214,221     214,221  

(1)
Mr. Constant joined the Company in 2016.

(2)
Mr. Muhtar joined the Company in 2015.

(3)
Ms. Stutz joined the Company in 2016.

(4)
Former executive officer, Mr. Brown, was not eligible to receive a LTI cash payout for 2014-2016 because he resigned during the year.

        Stock Options.    The stock options that were granted in 2016 vest ratably over four years on each anniversary date of the grant, which is designed to align incentives with longer-term achievement of objectives.

        Restricted Stock Units.    The restricted stock units that were granted in 2016 vest ratably over four years on each anniversary date of the grant.

        Retirement Provisions Applicable to Mr. Carley.    In July 2014, the compensation committee approved certain amendments to Mr. Carley's existing and future restricted stock unit and stock option award agreements. The amendments provided for the non-forfeitability of such awards upon Mr. Carley's death, disability, or retirement. The changes to Mr. Carley's restricted stock units and stock options were designed to maintain incentives for Mr. Carley as he approached retirement and to provide market competitive protections to Mr. Carley in the event of his death or disability.

        Subsequently, Mr. Carley resigned from his position as the Company's chief executive officer and as a member of the board of directors effective August 8, 2016. In connection with Mr. Carley's resignation, Mr. Carley and the Company entered into an amendment to his employment agreement that, among other things, provided that he is deemed to have retired as of December 25, 2016 (the "Retirement Date") for purposes of the Company's compensation and benefit plans programs, and that his equity awards will be treated in accordance with the retirement provisions of the 2007 Performance Incentive Plan and any related award agreements between us and Mr. Carley. As a result of those July 2014 amendments, following Mr. Carley's retirement on the Retirement Date, his stock options continue to become exercisable in accordance with their existing, normal vesting schedules and will remain outstanding for the duration of their original terms. Affected restricted stock units will similarly be paid out in accordance with their original vesting schedules.

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2017 Compensation Program

        Our 2017 compensation program has substantially the same key components and elements as our 2016 program, with a few exceptions. In 2017, our chief executive officer and chief financial officer compensation will shift to increase the portion of compensation paid in equity and based on performance, subject to stockholder approval of the new 2017 Plan. In connection with their employment agreements, in February these executives received equity grants in the form of performance share units (PSUs), instead of cash for that portion of the long-term incentive program, as follows:

        The PSU awards are subject to stockholder approval of the 2017 Plan and cliff-vest at the end of a three-year performance cycle, generally subject to executive's continued employment through the applicable vesting date, with the number of PSUs earned and issued to be determined based on achievement of EBITDA and ROIC threshold, target or maximum performance objectives approved by the compensation committee. Assuming the new 2017 Plan is approved, the compensation committee contemplates using PSUs in place of LTI cash in the LTI program for all executive officers in the future.

Deductibility of Executive Compensation

        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.

        Section 162(m) of the Internal Revenue Code generally limits the deductibility for tax purposes of compensation over $1 million paid by a publicly traded company to its named executive officers (other than the chief financial officer), unless such compensation qualifies as "performance-based compensation." Our annual performance-based cash bonuses, non-qualified stock options, and LTI cash awards are intended to comply with Section 162(m) such that compensation paid pursuant to such awards may be deductible by us, provided additional requirements are satisfied. While we consider deductibility as one factor in determining executive compensation, in some cases we may decide that 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.

Executive Compensation Policies and Guidelines

Executive Employment Agreements

        Each of Ms. Post, Mr. Constant, Mr. Muhtar, Ms. Stutz, and Mr. Kaplan has an employment agreement with the Company, described below under "Executive Employment Agreements." 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 (both before and after a change of control of the Company). The compensation committee believes that the terms of these agreements are in line with market standards and are an important means to allow management to continue to focus on running the business of the

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Company in the event of a pending or actual change of 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."

Executive Stock Ownership Guidelines

        Stock ownership guidelines have been in effect for the Company's executive officers and directors since March 2009. (See "Corporate Governance and Board Matters—Director Stock Ownership Guidelines" in this proxy statement for ownership guidelines for directors). 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 and maintain during the term of the executive's employment a dollar value of Company's securities based on a multiple of base salary. In 2014, the ownership guideline values were increased to five times base salary for our CEO, and three times base salary for the other executive officers. 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. The compensation committee periodically reviews the guidelines and receives guidance and market data from its advisors.

        The following table sets forth the ownership guidelines and the holdings of the named executive officers as of March 9, 2017, valued at the acquisition dates pursuant to our executive stock ownership guidelines(1):

Named Executive Officer
  Ownership
Guideline
  Current Dollar
Value of
Guideline
  Cumulative
Cost Basis
 

D. Post

  5x salary   $ 3,500,000   $ 1,299,394 (2)

G. Constant

  3x salary   $ 1,500,000   $ 436,460 (3)

J. Muhtar

  3x salary   $ 1,125,000   $ 419,118 (4)

C. Stutz

  3x salary   $ 1,200,000   $ 460,123 (5)

M. Kaplan

  3x salary   $ 1,035,000   $ 215,082 (6)

(1)
Former executive officers, Messrs. Carley and Brown were not included in this table as they were not employed by the Company on March 9, 2017 and are no longer subject to the guidelines.

(2)
To be achieved by August 2021.

(3)
To be achieved by December 2021.

(4)
To be achieved by December 2020.

(5)
To be achieved by June 2021.

(6)
To be achieved by October 2018.

Compensation Clawback Policy

        In March 2012, the Company's board of directors adopted 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

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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 received by the executive that was in excess of what would have been paid in the absence of the incorrect financial statements.

        In July 2015, the SEC proposed new rules that would direct the national securities exchanges and associations to establish listing standards that would, among other things, require listed companies to develop and enforce recovery policies that, in the event of an accounting restatement, "claw back" from current and former executive officers (not just named executive officers) incentive-based compensation they would not have received based on the restatement, regardless of fault. If such rules are adopted, the Company would be required to review and revise its clawback policy to comply with the new rules.

Pledging and Hedging Transactions in Company Securities

        In 2014, the board adopted a formal policy prohibiting hedging and pledging of Company securities by executive officers and directors. The policy is set forth in the Company's Insider Trading Policy. All directors and executive officers have confirmed that they are currently in compliance with the policy.

Compensation Committee Report

        The compensation committee, has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with the Company's management. Based on this review and discussion, the compensation committee recommended to the Company's board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Kalen F. Holmes, Chair
Cambria W. Dunaway
Richard J. Howell
Glenn B. Kaufman

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2016 Executive Compensation Tables

Summary Compensation Table

        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 2016 (collectively, the named executive officers), for fiscal years 2014 through 2016:

Name and Principal Position
  Year   Salary
($)(4)
  Bonus
($)(5)
  Stock
Awards
($)(6)
  Option
Awards
($)(7)
  Non-Equity
Incentive
Plan
Compensation
($)(9)
  All Other
Compensation
($)(10)
  Total
($)
 

Current Executives

                                                 

Denny Marie Post

    2016     539,544         217,565     435,281     51,408     15,916     1,259,714  

President and Chief

    2015     392,700         98,143     196,330     548,728     13,309     1,249,210  

Executive Officer

    2014     392,700         286,345     172,782     406,189     17,523     1,275,539  

Guy J. Constant(1)

   
2016
   
15,385
   
200,000
   
   
   
   
516
   
215,901
 

Executive Vice President and

                                                 

Chief Financial Officer

                                                 

Jonathan A. Muhtar(2)

   
2016
   
375,000
   
200,000
   
354,934
   
460,298
   
   
133,894
   
1,524,126
 

Senior Vice President and

    2015     14,423                 262,500     415     277,338  

Chief Marketing Officer

                                                 

Carin L. Stutz(3)

   
2016
   
246,156
   
172,308
   
137,494
   
137,664
   
   
21,825
   
715,447
 

Executive Vice President and

                                                 

Chief Operating Officer

                                                 

Michael L. Kaplan

   
2016
   
343,850
   
   
60,246
   
120,592
   
31,908
   
14,183
   
570,779
 

Senior Vice President and

    2015     335,000         53,562     107,192     288,615     13,455     797,824  

Chief Legal Officer

    2014     335,000         53,561     107,190     269,471     332,374     1,097,596  

Terry Harryman

   
2016
   
295,063
   
27,300
   
114,333
   
28,801
   
7,749
   
12,145
   
485,391
 

Interim Chief Financial

                                                 

Officer and Chief Accounting

                                                 

Officer

                                                 

Former Executives

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Stephen E. Carley

    2016     794,235         389,940     780,001     214,221     20,572     2,198,969  

Chief Executive Officer

    2015     750,000         389,960     779,996     1,879,344     20,490     3,819,790  

    2014     750,000         383,357 (6)   794,753 (8)   1,319,344     20,219     3,267,673  

Stuart B. Brown

   
2016
   
216,617
   
   
124,896
   
249,895
   
   
10,386
   
601,794
 

Executive Vice President

    2015     357,000         99,940     199,912     557,303     15,806     1,229,961  

and Chief Financial Officer

    2014     357,000         82,069     164,215     398,053     15,730     1,017,066  

(1)
Mr. Constant joined the Company in December 2016. The base salary reported for Mr. Constant in 2016 is prorated for the period of time he provided services to us in fiscal 2016. Mr. Constant's annual base salary in 2016 was $500,000.

(2)
Mr. Muhtar joined the Company in December 2015. The base salary reported for Mr. Muhtar in 2015 is prorated for the period of time he provided services to us in fiscal 2015. Mr. Muhtar's annual base salary in 2015 was $375,000.

(3)
Ms. Stutz joined the Company in May 2016. The base salary reported for Ms. Stutz in 2016 is prorated for the period of time she provided services to us in fiscal 2016. Ms. Stutz's annual base salary in 2016 was $400,000.

(4)
Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into the Deferred Compensation Plan.

(5)
Amounts under Bonus represent one-time sign-on bonuses received by Messrs. Constant and Muhtar in connection with their joining the Company and 2016 bonus amounts paid to Ms. Stutz and Mr. Harryman

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    pursuant to agreement or arrangement in connection with a new hire or for serving in an interim executive officer capacity.

(6)
Amounts under Stock Awards represent the aggregate grant date fair value of restricted stock units computed in accordance with the accounting guidance for accounting for stock compensation for fiscal years 2016, 2015, and 2014. See "Outstanding Equity Awards at 2016 Fiscal Year-End" below for a listing of restricted stock unit awards outstanding for each named executive officer as of December 25, 2016.

(7)
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 2016, 2015, and 2014. See Note 16 to our financial statements included in our annual report on Form 10-K for the fiscal years ended December 25, 2016, December 27, 2015, and December 28, 2014, for descriptions of the methodologies and assumptions we used to value option awards.

(8)
Includes additional GAAP compensation expense as a result of the amendments made to Mr. Carley's equity award agreements. For a description of the special retirement provisions applicable to Mr. Carley's restricted stock unit awards, please see "Compensation Discussion and Analysis—Summary of 2016 Compensation Activity—Incentive-Based Compensation—2016 Long-Term Incentive ("LTI") Program—Retirement Provisions Applicable to Mr. Carley."

(9)
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 2016 "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 bonus award or LTI cash award payouts into the Deferred Compensation Plan.
Named Executive Officer
  2016 Annual
Performance-
Based Cash
Incentive Payout
($)
  2014
LTI Cash
Award
Payout
($)
  Total
($)
 

Denny Marie Post

        51,408     51,408  

Guy J. Constant(1)

             

Jonathan A. Muhtar(2)

             

Carin L. Stutz(3)

             

Michael L. Kaplan

        31,908     31,908  

Terry Harryman

        7,749     7,749  

(1)
Mr. Constant joined the Company in 2016.

(2)
Mr. Muhtar joined the Company in 2015.

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(10)
Amounts in the "All Other Compensation" column consist of the following payments we paid to or on behalf of the named executive officers.
Name
  Year   Car
Allowance
($)(a)
  Phone
Allowance
(b)
  Meal
Discounts
($)(c)
  Life
Insurance/
LT
Disability
Premium
Payments
($)(d)
  Company
Match under
Non-Qualified
Deferred
Compensation
Plan
  Moving
Expenses &
Other
Payments
($)
  Total
($)
 

Current Executives

                                                 

Denny Marie Post

    2016     12,046     1,620     1,348     902             15,916  

Guy J. Constant

    2016     392     62     62                 516  

Jonathan A. Muhtar

    2016     10,200     1,620     834     800           120,440 (e)   133,894  

Carin L. Stutz

    2016     6,277     997     305     519     3,000     10,727 (e)   21,825  

Michael L. Kaplan

    2016     10,200     1,620     1,544     819             14,183  

Terry Harryman

    2016     9,000     1,620     840     685             12,145  

Former Executives

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Stephen E. Carley

    2016     15,000     1,620     0     952     3,000         20,572  

Stuart B. Brown

    2016     5,885     935     147     419     3,000         10,386  

(a)
All executives and certain other employees receive monthly car allowances.

(b)
All executives and certain other employees receive monthly phone allowances.

(c)
Various forms of meal discounts are provided to executives and all other employees. The amounts reported in this column are valued at the incremental cost to our Company and are based on approximately 60% of the cost of the meal, which represents the average cost of goods and labor.

(d)
Long-term disability insurance and life insurance are provided to executives and certain other employees and paid by the Company. The value represents the premiums paid by the Company on behalf of the named executive officer.

(e)
Represents moving expenses reimbursable by the Company pursuant to the executive's employment agreement or offer letter. The amount includes $32,675 of tax reimbursements related to moving expenses.

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Grants of Plan-Based Awards

        The following table provides additional information about equity awards and non-equity incentive plan awards granted to our named executive officers during fiscal 2016:

 
   
   
   
   
  All Other
Stock
Awards:
Number of
Shares
of
Stock
(#)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
   
   
 
 
   
  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
   
  Grant Date
Fair Value
of Option
and
Stock
Awards
($)(3)
 
 
   
  Exercise or
Base Price
of Option
Awards
($)
 
 
  Grant Date   Threshold
($)
  Target
($)
  Maximum
($)
 

Current Executives

                                                 

Denny Marie Post

    2/17/2016 (1)   216,280     655,394     1,572,946         12,170 (4)   63.82     274,881  

    2/17/2016 (2)   68,736     274,945     522,396     2,153 (5)           137,404  

    10/03/2016                             10,453 (6)   45.52     160,401  

    10/03/2016                       1,761 (6)               80,161  

Guy J. Constant(10)

   
   
   
   
   
   
   
   
 

Jonathan A. Muhtar

   
1/4/2016
                           
12,765

(7)
 
59.94
   
250,309
 

    1/4/2016                       4,170 (7)               249,950  

    2/17/2016 (1)   86,625     262,500     630,000         9,297 (4)   63.82     209,989  

    2/17/2016 (2)   52,508     210,031     399,059     1,645 (5)           104,984  

Carin L. Stutz

   
5/16/2016

(1)
 
92,400
   
280,000
   
672,000
   
   
7,038

(8)
 
61.99
   
137,664
 

    5/16/2016                       2,218 (8)           133,494  

Michael L. Kaplan

   
2/17/2016

(1)
 
79,695
   
241,500
   
579,600
   
   
5,339

(4)
 
63.82
   
120,592
 

    2/17/2016 (2)   30,166     120,666     229,265     944 (5)           60,246  

Terry Harryman

   
2/17/2016

(1)
 
26,235
   
79,500
   
190,800
         
1,275

(4)
 
63.82
   
28,801
 

    2/17/2016 (2)   7,210     28,842     54,800     225 (5)             14,359  

    7/1/2016                       2,066 (9)               99,974  

Former Executives

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Stephen E. Carley

    2/17/2016 (1)   316,800     960,000     2,304,000         34,534 (4)   63.82     780,001  

    2/17/2016 (2)   195,016     780,065     1,482,123     6,110 (5)           389,940  

Stuart B. Brown

   
2/17/2016

(1)
 
105,600
   
320,000
   
768,000
   
   
11,064

(4)
 
63.82
   
249,895
 

    2/17/2016 (2)   62,490     249,959     474,923     1,957 (5)           124,895  

(1)
Amounts reflect potential annual bonus payouts to the named executive officers which depend on satisfaction of Company EBITDA targets in fiscal 2016. See "Compensation Discussion and Analysis—Incentive-Based Compensation—Annual Performance-Based Incentive (Cash Bonus)" for further information.

(2)
Amounts reflect potential payouts under a long-term cash performance awards granted to the named executive officers under the 2007 Plan. The awards will cliff vest at the end of the 2016-2018 three-year performance cycle. Performance will be measured over the three years based on a range of minimum threshold, target, and maximum level. There will be two independent metrics used: (A) three-year average ROIC and (B) three-year cumulative EBITDA. The goals are equally weighted and the payouts may be different depending on the achievement level of each metric. For further information on the terms of the long-term cash performance awards, see the discussion under "Compensation Discussion and Analysis—Summary of 2016 Compensation Activity—Incentive-Based Compensation—2016 Long-Term Incentive ("LTI") Program."

(3)
See Note 16 to our financial statements included in our annual report on Form 10-K for the fiscal year ended December 25, 2016 for descriptions of the methodologies and assumptions we use to value option awards pursuant to the guidance for accounting for stock compensation.

(4)
Options were granted pursuant to the 2007 Plan. The options are scheduled to vest 25% on each of the first, second, third, and fourth anniversaries of the date of grant subject to continuing employment or service with the Company. Options are exercisable for ten years from the date of issuance, as defined in the 2007 Plan, subject to certain other conditions.

(5)
Comprises time-based restricted stock units granted pursuant to the 2007 Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of common stock. The units are scheduled to vest 25% on each of the first, second, third, and fourth anniversaries of the date of grant subject to continuing employment or service with the Company.

(6)
Ms. Post received a special equity award in October 2016 for her promotion to chief executive officer. The award is comprised of stock options and time-based restricted stock units granted pursuant to the 2007 Plan. Both the stock options

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    and restricted stock units are scheduled to vest 25% on each of the first, second, third and fourth anniversaries of the date of grant subject to continuing employment of service with the Company.

(7)
Mr. Muhtar received a new hire award in January 2016 that is comprised of stock options and time-based restricted stock units granted pursuant to the 2007 Plan. Both the stock options and restricted stock units are scheduled to vest 331/3% on each of the first, second, and third anniversaries of the date of grant subject to continuing employment of service with the Company.

(8)
Ms. Stutz received a new hire award in May 2016 that is comprised of stock options and time-based restricted stock units granted pursuant to the 2007 Plan. Both the stock options and restricted stock units are scheduled to vest 331/3% on each of the first, second, and third anniversaries of the date of grant subject to continuing employment of service with the Company.

(9)
Mr. Harryman received a special equity award in July 2016 for assuming the role of interim CFO. The award is comprised of time-based restricted stock units granted pursuant to the 2007 Plan and are scheduled to cliff vest on the third anniversary of the grant date.

(10)
Mr. Constant joined the Company in December 2016.

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Outstanding Equity Awards at 2016 Fiscal Year-End

 
  Option Awards   Stock Awards  
 
  Number of
Securities
Underlying
Unexercised
Options
(#)
  Number of
Securities
Underlying
Unexercised
Options
(#)
   
   
   
   
 
 
  Option
Exercise
Price
($)
   
  Number of
Shares That
Have Not
Vested
  Market Value
of Shares That
Have Not
Vested ($)(21)
 
 
  Option
Expiration
Date
 
Name
  Exercisable   Unexercisable  

Current Executives

                                     

Denny Marie Post

    8,551         32.29     8/2/21 (2)   374 (11)   21,112  

    7,620         35.46     2/21/22 (3)   600 (13)   33,870  

    6,361     2,121     42.07     2/26/23 (4)   1,837 (14)   103,698  

    2,530     2,530     71.99     2/19/24 (5)   901 (15)   50,861  

    1,617     4,852     81.65     2/18/25 (6)   2,153 (17)   121,536  

        12,170     63.82     2/17/26 (8)   1,761 (20)   99,408  

        10,453     45.52     10/3/26 (10)            

Guy J. Constant(1)

   
   
   
   
   
   
 

Jonathan A. Muhtar

   
   
12,765
   
59.94
   
1/4/26

(7)
 
4,170

(16)
 
235,396
 

        9,297     63.82     2/17/26 (8)   1,645 (17)   92,860  

Carin Stutz

   
   
7,038
   
61.99
   
5/16/26

(9)
 
2,218

(18)
 
125,206
 

Michael L. Kaplan

   
1,569
   
1,570
   
71.99
   
2/19/24

(5)
 
67

(12)
 
3,782
 

    883     2,649     81.65     2/18/25 (6)   372 (13)   20,999  

        5,339     63.82     2/17/26 (8)   492 (15)   27,773  

                            944 (17)   53,289  

Terry Harryman

   
1,211
   
404
   
42.07
   
2/26/23

(4)
 
71

(11)
 
4,008
 

    528     529     71.99     2/19/24 (5)   90 (13)   5,080  

    252     759     81.65     2/18/25 (6)   128 (15)   7,226  

        1,275     63.82     2/17/26 (8)   225 (17)   12,701  

                            2,066 (19)   116,626  

Former Executives

   
 
   
 
   
 
   
 
   
 
   
 
 

Stephen E. Carley

    22,080         34.71     6/25/17 (22)   1,782 (11)(24)   100,594  

    24,064         35.46     2/21/22 (3)(23)   2,500 (13)(24)   141,125  

    30,294     10,098     42.07     2/26/23 (4)(23)   3,582 (15)(24)   202,203  

    10,542     10,543     71.99     2/19/24 (5)(23)   6,110 (17)(24)   344,909  

    6,425     19,276     81.65     2/18/25 (6)(23)            

        34,534     63.82     2/17/26 (8)(23)            

Stuart B. Brown

   
2,404
         
71.99
   
1/15/17

(25)
           

(1)
Mr. Constant joined the Company in December 2016. Awards were granted in January 2017.

(2)
Award of options granted on August 2, 2011 that vest 25% on the first anniversary date of issuance with the balance vesting pro rata on a monthly basis over the following 36-month period and in full on August 2, 2015.

(3)
Award of options granted on February 21, 2012 that vest 25% on each anniversary date of issuance and in full on February 21, 2016.

(4)
Award of options granted on February 26, 2013 that vest 25% on each anniversary date of issuance and in full on February 26, 2017.

(5)
Award of options granted on February 19, 2014 that vest 25% on each anniversary date of issuance and in full on February 19, 2018.

(6)
Award of options granted on February 18, 2015 that vest 25% on each anniversary date of issuance and in full on February 18, 2019.

(7)
Award of options granted on January 4, 2016 that vest 331/3% on each anniversary date of issuance and in full on January 4, 2019.

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(8)
Award of options granted on February 17, 2016 that vest 25% on each anniversary date of issuance and in full on February 17, 2020.

(9)
Award of options granted on May 16, 2016 that vest 331/3% on each anniversary date of issuance and in full on May 16, 2019.

(10)
Award of options granted on October 3, 2016 that vest 25% on each anniversary date of issuance and in full on October 3, 2020.

(11)
Award of restricted stock units granted on February 26, 2013 that vest 25% on each anniversary date of issuance and in full on February 26, 2017.

(12)
Award of restricted stock units granted on October 1, 2013 that vest 25% on each anniversary date of issuance and in full on October 1, 2017.

(13)
Award of restricted stock units granted on February 19, 2014 that vest 25% on each anniversary date of issuance and in full on February 19, 2018.

(14)
Award of restricted stock units granted on October 1, 2014 that vest 25% on each anniversary date of issuance and in full on October 1, 2018.

(15)
Award of restricted stock units granted on February 18, 2015 that vest 25% on each anniversary date of issuance and in full on February 18, 2019.

(16)
Award of restricted stock units granted on January 4, 2016 that vest 331/3% on each anniversary date of issuance and in full on January 4, 2019.

(17)
Award of restricted stock units granted on February 17, 2016 that vest 25% on each anniversary date of issuance and in full on February 17, 2020.

(18)
Award of restricted stock units granted on May 16, 2016 that vest 331/3% on each anniversary date of issuance and in full on May 16, 2019.

(19)
Award of restricted stock units granted on July 1, 2016 that vest in full on July 1, 2019.

(20)
Award of restricted stock units granted on October 3, 2016 that vest 25% on each anniversary date of issuance and in full on October 3, 2020.

(21)
Based on the closing price of our common stock on December 23, 2016 of $56.45 per share.

(22)
Award of options granted on June 24, 2011 that vest 25% on the first anniversary date of issuance with the balance vesting pro rata on a monthly basis over the following 36-month period and in full on June 24, 2015. Pursuant to the grant agreement, this option will expire six months after separation.

(23)
Pursuant to the retirement provisions of Mr. Carley's grant agreements, these options will continue to vest and remain outstanding until the option expiration date.

(24)
Pursuant to the retirement provisions of Mr. Carley's award agreements, these awards will continue to vest and be payable in accordance with their stated vesting schedules.

(25)
Award of options granted on February 19, 2014 and that vested 25% on each anniversary date of issuance. Mr. Brown terminated employment with the company on July 15, 2016; pursuant to the grant agreement, this option expired on January 15, 2017, six months after separation of service.

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Options Exercises and Stock Vested

        The following table contains information with respect to the named executive officers concerning option exercises and vesting of restricted stock units during fiscal year 2016:

 
  Option Awards   Stock Awards  
Name
  Number of
Shares
Acquired
on Exercise
(#)
  Value
Realized
on Exercise
($)(1)
  Number of
Shares
Acquired
on Vesting
(#)(2)
  Value
Realized
on Vesting
($)(2)
 

Current Executives

                         

Denny Marie Post

            2,295     128,817  

Guy J. Constant

                 

Jonathan A. Muhtar

                 

Carin L. Stutz

                 

Michael L. Kaplan

            418     25,041  

Terry Harryman

            502     25,575  

Former Executives

   
 
   
 
   
 
   
 
 

Stephen E. Carley

    54,787     1,854,906     5,495     347,636  

Stuart B. Brown

    23,387     405,410     1,559     98,644  

(1)
Based on the amount by which the market price of our common stock on the date of exercise exceeded the exercise price of the option award.

(2)
Represents restricted stock units vesting in fiscal 2016. Values are based on the closing price of our common stock on the date of vesting.

Non-qualified Deferred Compensation

        The following table shows information about the amount of contributions, earnings, and balances for each named executive officer under the Company's Deferred Compensation Plan as of December 25, 2016.

Name
  Executive
Contributions
in Last
Fiscal Year
($)(1)
  Registrant
Contributions
in Last
Fiscal Year
($)(1)(2)
  Aggregate
Earnings
(Loss) in Last
Fiscal Year
($)(1)
  Aggregate
Withdrawals/
Distributions
($)
  Aggregate
Balance at
Last Fiscal
Year-End
($)(3)
 

Current Executives

                               

Denny Marie Post

            17,980         255,488  

Guy J. Constant

                     

Jonathan A. Muhtar

                     

Carin L. Stutz

    8,616     3,000     146         11,762  

Michael L. Kaplan

            1,401         18,326  

Terry Harryman

            3,047         31,439  

Former Executives

   
 
   
 
   
 
   
 
   
 
 

Stephen E. Carley

            (15,529 )       3,406,542  

Stuart B. Brown

    6,362     3,000     28,179         248,479  

(1)
All Executive Contributions in Last Fiscal Year and Registrant Contribution in Last Fiscal Year were reported as compensation to the relevant named executive officers in our Summary Compensation Table. No portion of the Aggregate Earnings (Loss) in Last Fiscal Year was reported as compensation to the relevant named executive officers in our Summary Compensation Table.

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(2)
The Company provided a 50% match of the participants' contributions up to 4% of their compensation (or, a maximum of 2% of their compensation, which is the same matching formula used in our 401(k) plan).

(3)
All Aggregate Balance at Last Fiscal Year-End amounts reported in this column were reported as compensation to the relevant named executive officers in our Summary Compensation Table for previous years except for any earnings or losses on deferred amounts.

        Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan.    Company employees who are generally considered "highly compensated" pursuant to Internal Revenue Code Section 414(q) are not permitted to participate in the Company's 401(k) program. To permit these employees to save for retirement, the Company has established the Red Robin Gourmet Burgers, Inc. Deferred Compensation Plan. The plan permits executives and other eligible employees to defer portions of their compensation. Under this plan, eligible employees may elect to defer up to 75% of their base salary and up to 100% of incentive compensation and commissions each plan year. The Company may make matching contributions in an amount determined by the compensation committee. For the 2016 plan year, the compensation committee authorized matching contributions equal to 50% of the first 4% of compensation that is deferred by the participant. The Company match for named executive officers and other members of the executive team was capped at $3,000 for the 2016 plan year.

        The Company contributes all amounts deferred under the plan to a rabbi trust. Assets in the rabbi trust are invested in certain mutual funds that cover an investment spectrum ranging from equities to money market instruments. All rabbi trust assets remain available to satisfy the claims of the Company's creditors in the event of the Company's bankruptcy or insolvency.

        When participants elect to defer amounts into the plan, they also select when the amounts ultimately will be distributed. Participants can elect to have deferrals for a particular year paid in a future year if the participant is still employed at that time. Such in-service distributions are made in the form of a lump sum or, if the participant's total account balance at the time of the in-service distribution is at least $25,000, the participant can elect to receive payment in up to 15 annual installments. Otherwise, payment of a participant's account is made a minimum of six months from participant's termination of employment in the form of a lump sum or up to 15 annual installments if the participant so elected at the time of deferral and if the participant's total account balance is at least $25,000. A participant can elect to change a prior distribution election to further delay distribution provided that such new election must be provided at least 12 months before the date the previously scheduled distribution would have occurred and provided that the new distribution date is at least 5 years from the originally scheduled distribution date. A participant may obtain a withdrawal prior to the date otherwise scheduled or elected by the participant if the participant incurs an "unforeseeable emergency" (generally including illness, casualty losses, etc.).

        With respect to deferrals after 2004, the plan is intended to comply with the requirements of section 409A of the Internal Revenue Code, which was enacted as part of the American Jobs Creation Act of 2004. The plan is considered to be a "non-qualified" plan for federal tax purposes, meaning that the arrangements are deemed to be unfunded and an employee's interest in the plan is no greater than that of an unsecured general creditor of the Company.

Employment Agreements, Separation Related Arrangements, and Change in Control Agreements

Executive Employment Agreements

        Denny Marie Post Amended and Restated Employment Agreement.    Our employment agreement with Ms. Post, our chief executive officer, dated August 8, 2016, has an indefinite term. The agreement provides that she is entitled to receive certain benefits upon termination of her employment. If the Company terminates Ms. Post's employment upon the occurrence of a change in control event, she will

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receive, among other things, (a) payment of an amount equal to two times her annual base salary; (b) her pro rata share of the annual bonus, calculated and paid at the end of the plan cycle, that would otherwise have been earned and be payable had she continued to be employed by the Company; (c) payment of an amount equal to two times the highest annual bonus amount earned by Ms. Post for performance in the last three calendar years prior to the change in control event for which bonuses have been paid or are payable; and (d) coverage under the Company's medical, dental, and prescription insurance plans for the 18-month period following the date of termination.

        If Ms. Post's employment is terminated either by the Company without cause, or by Ms. Post for good reason, as those terms are defined in the agreement, Ms. Post will receive, among other things, (a) continued payment of her annual base salary for a period of two years following the effective date of termination; (b) her pro rata share of the annual bonus, calculated and paid at the end of the plan cycle, that would otherwise have been earned and be payable had she continued to be employed by the Company; and (c) coverage under the Company's medical, dental, and prescription insurance plans for the 18-month period following the date of termination.

        Generally, under Ms. Post's employment agreement and subject to limited exceptions set forth in the agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Ms. Post is not entitled to any such payment unless her employment with the Company is terminated by the Company without cause or by Ms. Post for good reason within the two-year period following such change in control event.

        Good reason is defined in Ms. Post's agreement as a reduction in her compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief executive officer; provided that the Company has 30 days to cure any such condition following Ms. Post's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

        Guy J. Constant Employment Agreement.    Our employment agreement with Mr. Constant, our chief financial officer, dated December 13, 2016, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment, whether or not a change in control has occurred. If the Company terminates Mr. Constant's employment without cause, or Mr. Constant terminates his employment for good reason, Mr. Constant will receive, among other things, payment of an amount equal to one time his annual base salary.

        Good reason is defined in Mr. Constant's employment agreement as a material reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief financial officer; provided that the Company has 30 days to cure any such condition following Mr. Constant's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

        In connection with entering his employment agreement, Mr. Constant received a sign-on equity award consisting of (i) a stock option for 20,695 shares (representing an aggregate grant date fair value

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of $400,000) and (ii) 3,666 restricted stock units ("RSUs") with a grant date fair value of $200,000. He also received a performance stock unit of 7,332 shares (at target) as described under "—2017 Compensation Program."

        Jonathan A. Muhtar Employment Agreement.    Our employment agreement with Mr. Muhtar, our chief marketing officer, dated November 26, 2015, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment. If the Company terminates Mr. Muhtar's employment without cause, or Mr. Muhtar terminates his employment for good reason, in both cases either before or following the occurrence of a change in control event, Mr. Muhtar will receive, among other things, payment of an amount equal to one time his annual base salary.

        Generally, under Mr. Muhtar's employment agreement and subject to limited exceptions set forth in the employment agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Mr. Muhtar is not entitled to any such payment unless his employment with the Company is terminated by the Company without cause or by Mr. Muhtar for good reason within the two-year period following such change in control event.

        Good reason is defined in Mr. Muhtar's employment agreement as a reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief marketing officer; provided that the Company has 30 days to cure any such condition following Mr. Muhtar's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

        Carin L. Stutz Employment Agreement.    Our employment agreement with Ms. Stutz, our chief operating officer, dated April 27, 2016, has an indefinite term. The employment agreement provides that she is entitled to receive certain benefits upon termination of her employment, whether or not a change in control has occurred. If the Company terminates Ms. Stutz's employment without cause, or Ms. Stutz terminates her employment for good reason, Ms. Stutz will receive, among other things, payment of an amount equal to one time her annual base salary.

        Good reason is defined in Ms. Stutz's employment agreement as a reduction in her compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief operating officer; provided that the Company has 30 days to cure any such condition following Ms. Stutz's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

        Michael L. Kaplan Employment Agreement.    Our employment agreement with Mr. Kaplan, our chief legal officer, dated September 30, 2013, has an indefinite term. The employment agreement provides that he is entitled to receive certain benefits upon termination of his employment. If the Company terminates Mr. Kaplan's employment without cause, or Mr. Kaplan terminates his employment for good reason, in both cases either before or following the occurrence of a change in

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control event, Mr. Kaplan will receive, among other things, (a) payment of an amount equal to one time his annual base salary; and (b) payment of an amount equal to the target amount of Mr. Kaplan's annual bonus for the fiscal year in which the effective date of termination occurs.

        Generally, under Mr. Kaplan's employment agreement and subject to limited exceptions set forth in the employment agreement, a change in control will be deemed to occur if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company's stockholders approve a complete liquidation or dissolution of the Company. However, upon the occurrence of any such event, Mr. Kaplan is not entitled to any such payment unless his employment with the Company is terminated by the Company without cause or by Mr. Kaplan for good reason within the two-year period following such change in control event.

        Good reason is defined in Mr. Kaplan's employment agreement as a reduction in his compensation other than as permitted under the employment agreement, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a willful breach of a material provision contained in the employment agreement, or a significant reduction in the then-effective responsibilities of the chief legal officer; provided that the Company has 30 days to cure any such condition following Mr. Kaplan's notice thereof (which notice is required to be provided within 90 days of the initial existence of the condition).

Separation Related Arrangements

        Stephen E. Carley Separation Arrangements.    Mr. Carley resigned from his position as chief executive officer of the Company effective as of August 8, 2016. In connection with Mr. Carley's resignation, Red Robin Gourmet Burgers, Inc., and Mr. Carley entered into an amended employment agreement, dated August 8, 2016, under which Mr. Carley agreed to serve as Senior Advisor to the Company effective as of August 8, 2016 through December 25, 2016. Pursuant to the terms of the amended employment agreement, Mr. Carley is deemed to have retired on December 25, 2016 for purposes of the Company's compensation and benefit plans programs, and agreements, including but not limited to the treatment of Mr. Carley's outstanding equity awards under the 2007 Plan and any related award agreements. The amended employment agreement also contains a general release by Mr. Carley of claims against the Company, and other customary terms.

Change in Control Agreements

        The Company has change in control agreements with certain of its current executive officers other than those who have separate employment agreements. The Company's change in control agreements provide that if the executive resigns for good reason or is terminated by the Company other than for cause or disability or other than as a result of the executive's death during the 18-month period following a change in control, the executive is entitled to receive the following payments and benefits:

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        None of our change in control provisions provide for an excise tax gross up payment for Internal Revenue Code Section 280G/4999 purposes. The board has determined not to enter into any agreements with a named executive officer that contain such an excise tax gross up provision. The definition of change in control is substantially similar to the definition contained in the 2007 Plan, as discussed below. Good reason is defined as a reduction in the executive's compensation, relocation of the Company's headquarters to a location more than 20 miles from the existing location, a significant reduction in the then-effective responsibilities of the executive without the executive's prior written consent (for this purpose, if the Company ceases to be a publicly traded corporation, the executive will not be deemed to have suffered such a reduction in the nature and scope of his or her responsibilities solely because of the change in the nature and scope thereof resulting from the Company no longer being publicly traded), or failure by the Company to obtain the assumption of the obligations contained in the change in control agreement by any successor to the Company. The agreements also contain standard confidentiality and non-solicitation provisions.

Incentive Plans

        Set forth below is a description of the change in control provisions contained within our Second Amended and Restated 2007 Performance Incentive Plan under which there are unvested awards currently outstanding, and our Cash Incentive Plan. All outstanding awards under our 2004 Plan are vested.

        Second Amended and Restated 2007 Performance Incentive Plan.    Generally, and subject to limited exceptions set forth in the 2007 Plan, if any person acquires more than 50% of the outstanding common stock or combined voting power of the Company, if there are certain changes in a majority of our board of directors, if stockholders prior to a transaction do not continue to own more than 50% of the voting securities of the Company (or a successor or a parent) following a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of our subsidiaries, a sale or other disposition of all or substantially all of the Company's assets or the acquisition of assets or stock of another entity by us or any of our subsidiaries, or if the Company is dissolved or liquidated, then awards then-outstanding under the 2007 Plan may become fully vested or paid, as applicable, and may terminate or be terminated upon consummation of such a change in control event. However, unless the individual award agreement provides otherwise, with respect to executive and certain other high level officers of the Company, upon the occurrence of a change in control event, no award will vest unless such officer's employment with the Company is terminated by the Company without cause within the two-year period following such change in control event. The administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2007 Plan. For example, the administrator could provide for the acceleration of vesting or payment of an award in connection with a change in control event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.

        Cash Incentive Plan.    At the beginning of each performance period under the Cash Incentive Plan, the compensation committee shall establish when bonus awards for such performance period shall be paid. The compensation committee may at such time also provide for the effect of any participant's death, disability, termination without cause, or a change in control event of the Company on the payment of awards for the performance period. The definition of a change in control event under the Cash Incentive Plan is substantially the same as that contained in the 2007 Plan. The compensation committee also has the discretion to establish other change in control provisions with respect to awards granted under the Cash Incentive Plan.

        There are currently no amounts payable to or accrued for payment to any named executive officer under the change in control provisions contained in the plans.

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Potential Payments upon Termination or Change in Control

        The following table presents the amount of compensation payable to each of our named executive officers as if the triggering termination event had occurred on the last day of our most recently completed fiscal year, December 25, 2016:

Name
  Benefit(1)   Termination
w/o Cause or
Resignation
with Good
Reason($)
  Termination
with
Cause($)
  Death($)   Disability($)   Change in
Control($)(2)
 
Current Executives                                    
Denny Marie Post   Salary     1,400,000 (3)                     1,400,000 (3)
    Bonus                             773,316 (9)
    Health Benefits                             16,358 (10)
    Acceleration of LTI Cash Award                 222,583 (11)   222,583 (11)   471,351 (14)
    Acceleration of Restricted Stock Units                             430,488 (12)
    Acceleration of Options                             602,758 (13)

Guy J. Constant

 

Salary

 

 

500,000

(4)

 

 

 

 

 

 

 

 

 

 

500,000

(4)
    Bonus                                
    Health Benefits                                
    Acceleration of LTI Cash Award                                
    Acceleration of Restricted Stock Units                                
    Acceleration of Options                                

Jonathan A. Muhtar

 

Salary

 

 

375,000

(5)

 

 

 

 

 

 

 

 

 

 

375,000

(5)
    Bonus                                
    Health Benefits                                
    Acceleration of LTI Cash Award                 70,003 (11)   70,003 (11)   210,031 (14)
    Acceleration of Restricted Stock Units                             328,257 (12)
    Acceleration of Options                                

Carin Stutz

 

Salary

 

 

400,000

(6)

 

 

 

 

 

 

 

 

 

 

400,000

(6)
    Bonus                             172,308 (8)
    Health Benefits                                
    Acceleration of LTI Cash Award                                
    Acceleration of Restricted Stock Units                             125,206 (12)
    Acceleration of Options                                

Michael L. Kaplan

 

Salary

 

 

345,000

(7)

 

 

 

 

 

 

 

 

 

 

345,000

(7)
    Bonus                                
    Health Benefits                                
    Acceleration of LTI Cash Award                 111,719 (11)   111,719 (11)   227,912 (14)
    Acceleration of Restricted Stock Units                             105,844 (12)
    Acceleration of Options                                

Terry Harryman

 

Salary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
    Bonus                             27,300 (8)
    Health Benefits                                
    Acceleration of LTI Cash Award                 28,323 (11)   28,323 (11)   56,906 (14)
    Acceleration of Restricted Stock Units                             145,641 (12)
    Acceleration of Options                             23,224 (13)

Former Executives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Stephen E. Carley   Salary