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United States

Table of ContentsSecurities and Exchange Commission

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

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SCHEDULE 14A

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SCHEDULE 14AP

Proxyroxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )______________________)

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Payment of Filing Fee (Check the appropriate box):

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April 3, 2020
1, 2022

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To our Shareholders:

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You are cordially invited to attend the 20202022 Annual Meeting of Shareholders of Texas Roadhouse, Inc. (the “Company”) on Thursday, May 14, 2020.12, 2022. The meeting will be held at the Texas Roadhouse Support Center located at 6040 Dutchmans Lane, Louisville, Kentucky at 9:00 a.m. eastern daylight time.

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The official Notice of Annual Meeting, Proxy Statement, and Proxy Card are enclosed with this letter.

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Please take the time to read carefully each of the proposals for shareholder action described in the accompanying proxy materials. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly completing, signing and dating your proxy card and returning it in the enclosed postage-paid envelope. Shareholders of record can also vote by touch-tone telephone from the United States, using the toll-free number on the proxy card, or by the Internet, using the instructions on the proxy card. If you attend the meeting, then you may revoke your proxy and vote your shares in person.

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Your interest and participation in the affairs of the Company are greatly appreciated. Thank you for your continued support.

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​		Sincerely,
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​	Gerald L. Morgan
​	W. Kent Taylor Chairman, Chief Executive Officer and President

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TEXAS ROADHOUSE, INC.

6040 Dutchmans Lane

Louisville, Kentucky 40205

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NOTICE OF 20202022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 14, 202012, 2022

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To theour Shareholders:

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The 20202022 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) of Texas Roadhouse, Inc. (the "Company"“Company”) will be held at the Texas Roadhouse Support Center located at 6040 Dutchmans Lane, Louisville, Kentucky on Thursday, May 14, 202012, 2022 at 9:00 a.m. eastern daylight time.

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At the Annual Meeting, you will be asked to:

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elect fiveseven directors to the Board of Directors of the Company, each for a term of one year;



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PROXY STATEMENT
2020

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2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 14, 202012, 2022

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TEXAS ROADHOUSE, INC.

6040 Dutchmans Lane

Louisville, Kentucky 40205

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This proxy statement and accompanying proxy card are being furnished in connection with the solicitation of proxies by the board of directors (the "Board"“Board”) of Texas Roadhouse, Inc., a Delaware corporation, to be voted at the 20202022 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) and any adjournments thereof. In this proxy statement, references to the "Company," "we," "us"“Company,” “we,” “us” or "our"“our” refer to Texas Roadhouse, Inc. This proxy statement and accompanying proxy card are first being mailed to shareholders on or about April 3, 2020.1, 2022.

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The Annual Meeting will be held at the Texas Roadhouse Support Center located at 6040 Dutchmans Lane, Louisville, Kentucky on Thursday, May 14, 202012, 2022 at 9:00 a.m. eastern daylight time, for the purposes set forth in this proxy statement and the accompanying notice of the Annual Meeting.

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SUMMARY OF MATTERS REQUIRING SHAREHOLDER ACTION

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Proposal 1—Election of Directors

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The affirmative vote of a plurality of the votes entitled to be cast by the holders of the Company'sCompany’s common stock present in person or represented by proxy is required to elect each nominee. Election by a plurality means that the director nominee with the most votes for the available slot is elected for that slot. You may vote "FOR"“FOR” each nominee or you may "WITHHOLD AUTHORITY"“WITHHOLD AUTHORITY” to vote for each nominee. Unless you "WITHHOLD AUTHORITY"“WITHHOLD AUTHORITY” to vote for a nominee, your proxy will be voted "FOR"“FOR” the election of the individuals nominated as directors.

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Our Board has adopted a majority voting policy for uncontested director elections. Under this policy, any nominee who receives fewer "FOR"“FOR” votes than "WITHHOLD"“WITHHOLD” votes is required to offer his or her resignation. Our nominating and corporate governance committee would then consider the offer of resignation and make a recommendation to our independent directors as to the action to be taken with respect to the offer.

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THE BOARD RECOMMENDS THAT YOU VOTE "The Board recommends that you vote “FOR" THE NOMINEES.” the nominees.

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Proposal 2—Ratification of Independent Auditors

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The proposal to ratify the appointment of KPMG LLP as the Company'sCompany’s independent auditors for the fiscal year ending December 29, 202027, 2022 must be approved by the affirmative vote of a majority of the shares present (in person or by proxy) and entitled to vote. You may vote "FOR"“FOR” or "AGAINST"“AGAINST” the ratification, or you may "ABSTAIN"“ABSTAIN” from voting on this proposal. A vote to "ABSTAIN"“ABSTAIN” will have the same effect as a vote "AGAINST"“AGAINST” this proposal.

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THE BOARD RECOMMENDS THAT YOU VOTE "The Board recommends that you vote “FOR" THIS PROPOSAL.” this proposal.

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Proposal 3—Advisory Vote on Approval of Executive Compensation

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The outcome of the advisory vote on whether to approve the executive compensation detailed in this proxy statement (including the Compensation Discussion and Analysis, the Executive Compensation section and the other related executive compensation tables and related discussions) will be determined by

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INFORMATION ABOUT PROXIES AND VOTING

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Record Date and Voting Securities

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The Board has fixed the record date (the "Record Date"“Record Date”) for the Annual Meeting as the close of business on March 16, 2020.14, 2022. Only shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting and at any adjournment or postponement thereof. At the close of business on the Record Date, there were outstanding 69,355,08569,119,769 shares of common stock, each of which is entitled to one vote per share on all matters to be considered at the Annual Meeting.

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The presence in person or by proxy of the holders of a majority of the shares of common stock will constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented by properly executed proxies received before the close of voting at the Annual Meeting will be voted as directed by such shareholders, unless revoked as described below.

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Revocability of Proxies

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A shareholder who completes and returns the proxy card that accompanies this proxy statement may revoke that proxy at any time before the closing of the polls at the Annual Meeting. A shareholder may revoke a proxy by voting at a later date by one of the methods described on the proxy card or by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date to, Christopher C. Colson, the Corporate Secretary of the Company, at the Company'sCompany’s main office address located at 6040 Dutchmans Lane, Louisville, Kentucky 40205 at any time before the Annual Meeting. Shareholders may also revoke proxies by delivering a duly executed proxy bearing a later date to the inspector of election at the Annual Meeting before the close of voting or by attending the Annual Meeting and voting in person. You may attend the Annual Meeting even though you have executed a proxy, but your presence at the Annual Meeting will not automatically revoke your proxy.

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Solicitation of Proxies

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The cost of solicitation of proxies being solicited on behalf of the Board will be borne by us. In addition to solicitation by mail, proxies may be solicited personally, by telephone or by other means by our directors, officers or employees, who receive no additional compensation for these solicitation activities. We will, upon request, reimburse brokerage houses and persons holding common stock in the names of their nominees for their reasonable out-of-pocket expenses in sending materials to their principals.

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Other Voting Considerations

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Broker Non-Votes.  Under rules of the New York Stock Exchange, matters subject to shareholder vote are classified as "routine"“routine” or "non-routine."“non-routine.” In the case of routine matters, brokers may vote shares held in "street name"“street name” in their discretion if they have not received voting instructions from the beneficial owner. In the case of non-routine matters, brokers may not vote shares unless they have received voting instructions from the beneficial owner ("(“broker non-votes"non-votes”); therefore, it is important that you complete and return your proxy early so that your vote may be recorded.

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The election of directors (Proposal 1) is a non-routine matter under the applicable rules so broker non-votes may occur. However, broker non-votes do not count as shares entitled to vote. Because the election is decided by a plurality of shares present (in person or by proxy) and entitled to vote at the Annual Meeting, and because our majority voting policy for directors only considers "FOR"“FOR” votes and "WITHHOLD"“WITHHOLD” votes, any broker non-votes will not affect the outcome of this proposal.

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The ratification of the appointment of the Company'sCompany’s independent auditors (Proposal 2) is a routine matter under the applicable rules so broker non-votes should not occur. In addition, because this matter is routine and brokers may vote as stated above, the number of votes cast, plus the number of abstentions, on Proposal 2 will be used to establish whether a quorum is present.

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occur. Because broker non-votes do not count as shares entitled to vote, they do not affect the outcome of the vote on Proposal 3.

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Abstentions.Abstentions will be counted for purposes of calculating whether a quorum is present. The effect of an abstention on each proposal where "ABSTAIN"“ABSTAIN” is a voting choice is discussed above.

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Executed but Unmarked Proxies.If no instructions are given, then shares represented by properly executed but unmarked proxies will be voted in accordance with the recommendation of the Board, or, in the absence of such a recommendation, in accordance with the judgment of the proxy holders.

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CORPORATE GOVERNANCE AND OUR BOARD

Director Summaries
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Meetings of the Board

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The Board met on eight occasions and its standing committees (audit committee, compensation committee, and nominating and corporate governance committee) met on 2429 occasions during our fiscal year ended December 31, 2019.28, 2021. Each incumbent director attended at least 75% of the aggregate number of meetings of the Board and its committees on which such director served during his or her period of service. In addition, the Company expects all members of the Board to attend the Annual Meeting. All incumbent directors attended the 20192021 annual meeting. Four regular Board meetings are currently scheduled for the 20202022 fiscal year. Executive sessions of non-employee directors, without management directors or employees present, are typically scheduled in conjunction with each regularly scheduled Board meeting. The role of each standing committee is more fully discusseddescribed below.

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Leadership Structure of the Board and Role of the Board in Risk Oversight

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Leadership Structure.The Board currently includes fourconsists of six independent directors and one employee director,executive director. Following the passing of W. Kent Taylor, the Company’s founder, and then Chairman of the positions of ChairmanBoard and Chief Executive Officer are occupied byof the same individual. As noted above, Mr. Taylor wasCompany, the Board named Gregory N. Moore as Chairman of the Board on March 19, 2021. Mr. Moore joined the Board in recognition2005 following the Company’s initial public offering in 2004. Until his appointment as Chairman of his founding and continuing leadership role in the Company and has held that position since 2004.Board, Mr. Taylor also resumed the position of Chief Executive Officer in August 2011. Mr. TaylorMoore had previously served as Chief Executive Officer from 2000 until 2004. We believe that the Company and its shareholders are best served by having Mr. Taylor serve in both positions because he is the person most familiar with our unique culture, business model, and the challenges we face in the current macro-economic environment. Mr. Taylor's wealth of knowledge regarding Company operations and the industry in which we compete positions him to best identify matters for Board review and deliberation. Additionally, the combined role of Chairman and Chief Executive Officer unifies the Board with management. We believe that the Company can more effectively execute its current strategy and business plans to maximize shareholder value if our Chairman is also a member of the management team.

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Risk Oversight.  In addition to the other directors;

        (iv)  upon request by any major shareholders, being available for consultations and direct communication;

         (v)  regularly meeting withbroad responsibilities described in the Chairman and serving as a liaison betweenimmediately preceding paragraph, the Chairman and the other independent directors;

        (vi)  overseeing the Board's annual self-assessment process; and

       (vii)  calling any additional Board meetings as needed.

        Risk Oversight.    The Board is responsible for overseeing the Company'sCompany’s risk management strategies, including the Company'sCompany’s implementation of appropriate processes to administer day-to-day risk management. The Board executes its oversight responsibility directly and through its committees, who regularly report back to the Board. The Board is informed about risk management matters as part of its role in the general oversight and approval of corporate matters. The Board gives clear guidance to the Company'sCompany’s management on the risks it believes face the Company, such as the matters disclosed as risk factors in the Company'sCompany’s Annual Report on Form 10-K. Furthermore, the Board has delegated certain risk management responsibilities to its audit committee and compensation committee.

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Through the audit committee'scommittee’s charter, the Board has authorized the audit committee to oversee the Company'sCompany’s risk assessment and risk management policies. The audit committee, in fulfilling its oversight responsibilities, regularly and comprehensively reviews specific risk matters which have been identified by management. The Company'sCompany’s internal auditors regularly report directly to the audit committee on the results of internal audits, the scope and frequency of which are based on comprehensive risk assessments which have been approved by the audit committee. Additionally, a risk committee team comprised of Company management regularly updates the audit committee on the results of its risk management activities, which are based on the Company'sCompany’s prioritized risk overview that is updated at least annually and reviewed with the audit committee. The audit committee is routinely advised of strategic, operational, financial, legal, cybersecurity, and cybersecurityother business risks both during and outside of regularly scheduled meetings, and the audit committee reviews and monitors specific activities to manage these risks, such as insurance plans hedging strategies and internal controls (as and if applicable).

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As a part of our enterprise risk management process and under the oversight of the audit committee, the Company has formed a series of subject matter risk committees, that specialize in specific areas of risk previously identified by the Company, which regularly meet and report their activities to a risk committee team.  The risk committee team, consisting of our Chief Financial Officer, General Counsel and Corporate Secretary, Vice President of Legendary People and Risk, and Vice President of Finance, meets regularly to identify key risk areas for the Company, including any new or emerging risks, and serves as a liaison between the subject matter risk committees and the executive risk committee described below. Additionally, the risk committee team conducts a periodic review of a risk register, including an in-depth focus on high priority risks, and periodically reviews such register with the audit committee.  Finally, the Company has an executive risk committee consisting of members of the Company’s leadership team which meet throughout the year to determine risk priorities and make decisions on key areas of risk.

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Through the compensation committee'scommittee’s charter, the Board has authorized the compensation committee to oversee the compensation programs for the Company'sCompany’s executive officers and non-employee directors on the Board. The compensation committee, in fulfilling its oversight responsibilities, designs the compensation packages applicable to the Company'sCompany’s executive officers and Board members. The compensation committee also periodically consults with management on the payments of bonuses and grants of stock awards to key employees.

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The audit committee and the compensation committee jointly perform an annual risk assessment of our compensation programs for all employees to determine whether these programs encourage unnecessary or excessive risk taking. In conducting this review, each of our compensation programs is evaluated on a number of criteria aimed at identifying any incentive programs that deviate from our risk management objectives. Based on this review in 2019,2021, both the audit committee and the compensation

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Strategic Planning and Strategic Initiatives. The Board also plays an instrumental oversight role in the strategic planning and initiatives of the Company. As a part of this role, the Board has periodic strategic planning sessionsreviews at least annually the Company’s strategy with management to ensure that the Company and the Board are aligned on the long-term goals and strategic initiatives of the Company. Additionally, the Board conducts periodic asset management reviews of the Company's assetsmanner in which the Company is allocating its capital to ensure that the Board and the management of the Company are in agreement on how the Company is managing its asset portfolio. Finally, the Board provides direct oversight over certain other strategic initiatives or transactions implemented by the Company, including new store development, franchise acquisitions, retail or other business development initiatives, and the Company'sCompany’s share repurchase activities.activities and dividend program (as applicable).

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        Sustainability Initiatives.Corporate Sustainability. Both the Board and the Company take great pride in our environmental, social, and governance efforts—efforts – specifically our corporate sustainability program and our appreciation for and commitment to our employees and for the community.communities in which we serve. Our commitment is evident from our long history of dedication to corporate citizenship, diversity, and the manner in which we often consider corporate sustainability as part of our decision-making process. In furtherance of the foregoing, the Board reviews the Company'sCompany’s corporate sustainability initiatives as a part of their oversight role of the Company'sCompany’s business strategy and risk management. In particular, the Board receives periodic updates, at least annually, of the Company'sour corporate sustainability initiatives from management. The Company includes an update on some of these initiatives in the Company’s Annual Report.    

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Additionally, the Company includes ahas established an internal risk committee to evaluate the Company’s environmental, social and governance activities. This committee is comprised of members of management from the Company’s legal, human resources, communications, procurement, finance and financial reporting functions.  This committee works in conjunction with the Company’s overall risk committee team.

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In 2017, we released our initial corporate sustainability report which outlined our four core pillars of our corporate sustainability efforts: food, community, employees, and conservation.  We strive to update our corporate sustainability report annually. The current report is available on the Company’s website at www.texasroadhouse.com. Unless specifically referenced in this proxy statement, the Company's Annual Report.contents posted on, or accessible through, our website are not incorporated by referenced into this proxy statement or any of our filings with the Securities and Exchange Commission (the “SEC”) and may be revised by us (in whole or in part) at any time and from time to time.

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Committees of the Board

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The Board has three standing committees:

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(i)the audit committee;

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(ii)the compensation committee; and

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(iii)the nominating and corporate governance committee.

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The Board has adopted a written charter for each of these committees, which sets out the functions and responsibilities of each committee. The charters of these committees are available in their entirety on the Company'sour website at www.texasroadhouse.com. Please note, however, that the information contained on the website is not incorporated by reference in, nor considered to be a part of, this proxy statement.

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The Board has also previously designated one of its members as an International Liaison, which is elected annually by a majority of the Board. Mr. Moore currently servesserved as the Board's International Liaison. The duties and responsibilities ofBoard’s International Liaison include, without limitation, (i) overseeingthrough the Company's efforts in international expansion and reporting to2021 fiscal year; however, the Board on those efforts, (ii) traveling with certainelected not to appoint an International Liaison for the 2022 fiscal year.  The Board reserves the right to designate one of its members of managementas an International Liaison in the future pursuant to proposed international locations and markets (as needed) and to meet proposed international business partners where appropriate, (iii) meeting with the Company's compliance team regarding the required anti-bribery and corruption due diligence review on any proposed international business partner, and (iv) reviewing on behalf of the Board all new proposed international development or franchise agreements.our Corporate Governance Guidelines.

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Audit Committee.  As described in its charter, the primary purpose of the audit committee is to assist the Board in fulfilling its oversight responsibility relating to:

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(i) the integrity of the Company'sCompany’s consolidated financial statements;

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(ii) the Company'sCompany’s compliance with legal and regulatory requirements;

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(iii) the independence and performance of the Company'sCompany’s internal and external auditors; and

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(iv) the Company'sCompany’s internal controls and financial reporting practices.

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The audit committee is also directly responsible for the following: (a) pre-approving all audit and permitted non-audit related services provided by our independent auditors, (b) the appointment, compensation, retention, and oversight of the Company'sCompany’s independent auditors, and (c) periodically evaluating whether or not the Company should rotate the independent auditors utilized by the Company. In connection with the audit committee'scommittee’s appointment of the Company'sCompany’s independent auditors, the audit committee evaluates the service level of the incumbent independent auditor on an annual basis, which includes criteria such as prior year quality of service, industry and technical expertise, independence, resource availability, and reasonableness and competitiveness of fees, as well as solicits the input of key management employees during its evaluation.

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The audit committee reviews all of the Company'sCompany’s earnings press releases and Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, prior to filing with the Securities and Exchange Commission (the "SEC").SEC. The audit committee is also responsible for producing an annual report on its activities for inclusion in this proxy statement. All of the members of the audit committee are "independent,"“independent,” as that term is defined in the listing standards under NASDAQ Marketplace Rule 5605(a)(2) and meet the criteria for independence under the Sarbanes-Oxley Act of 2002 and the rules adopted by the SEC. The audit committee is currently comprised of Mss. Epps and Widmer and Messrs. Crawford, Moore, Warfield, and Zarley. Mr. Moore chairscurrently serves as the chairperson of the audit committee. The Board evaluated the credentials of and designated Ms. Epps and Messrs. Moore and Warfield as audit committee financial experts. The audit committee met 1415 times during fiscal year 2019,2021, which were comprised of six regular meetings of the audit committee, and two meetings per quarter relating to the audit committee'scommittee’s review of the Company'sCompany’s quarterly earnings release and filings with the SEC.SEC, and one special meeting to discuss emerging events which occurred between regularly scheduled meetings.

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Compensation Committee.  As described in its charter, the compensation committee:

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(i) assists the Board in fulfilling its responsibilities relating to the design, administration and oversight of employee compensation programs and benefit plans of the Company'sCompany’s executive officers;

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(ii) discharges the Board'sBoard’s duties relating to the compensation of the Company'sCompany’s executive officers and non-employee directors; and

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(iii) reviews the performance of the Company'sCompany’s executive officers.

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The compensation committee is also responsible for reviewing and discussing with management the "Compensation“Compensation Discussion and Analysis"Analysis” in this proxy statement and recommending its inclusion in this proxy statement to the Board.Board, as well as performing the other duties and responsibilities described in its charter. All of the members of the compensation committee are "independent"“independent” under all applicable rules, including the listing standards under NASDAQ Marketplace Rule 5605(a)(2) and the requirements of the SEC. The current members of the compensation committee are Ms.Mss. Epps and Widmer

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meeting, and to be elected by the identification, selection and qualificationBoard to fill vacancies, including vacancies created by an increase in the authorized number of director candidates;directors on the Board;

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(iv)developing and recommending to the Board a set of corporate governance principles; and

        (iv)  overseeing​

(v)periodically reporting to the Board the status of succession planning for senior management, including guidance regarding succession in the event of an emergency or the retirement of the executive officers and the identification and evaluation of potential successors to the Board, its committees,executive officers and its incumbent members.other members of senior management.

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The nominating and corporate governance committee routinely evaluates the size and composition of the Board and the variety of professional expertise represented by the Board members in relation to the Company'sCompany’s business. To assist in this process, the nominating and corporate governance committee has identified certain interpersonal skills and professional skills desirable for some and/or all of the directors on the Board. The interpersonal skills are personal attributes that each director should possess and include ethics and integrity, leadership skills, negotiation skills, and crisis management skills.  The professional skills are an assessment of governance and industry based skill areas which should be held collectively by the Board but not necessarily by each director and contain skills relating to (i) financial, risk, and compliance skills, (ii) governance and management skills, and (iii) sector and industry specific skills. All of the members of the nominating and corporate governance committee are "independent"“independent” under all applicable rules, including the listing standards under NASDAQ Marketplace Rule 5605(a)(2) and the requirements of the SEC. The current members of the nominating and corporate governance committee are Ms.Mss. Epps and Widmer and Messrs. Crawford, Moore, Warfield, and Zarley. Mr. Moore chairsWarfield currently serves as the chairperson of the nominating and corporate governance committee. The nominating and corporate governance committee met foursix times during fiscal year 2019.2021.

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Policy Regarding Consideration of Candidates for Director

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Shareholder recommendations for Board membership should include, at a minimum, the name of the candidate, age, contact information, present principal occupation or employment, qualifications and skills, background, last five years'years’ employment and business experience, a description of current or previous service as director of any corporation or organization, other relevant biographical information, and the nominee'snominee’s consent to service on the Board. A shareholder nominee will be requested to complete a detailed questionnaire in the form that current non-employee directors and executive officers of the Company complete.

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The nominating and corporate governance committee may consider such other factors as it may deem are in the best interest of the Company and its shareholders. The Board has adopted corporate governance guidelines which provide that, if and when the Board determines that it is necessary or desirable to add or replace a director, the nominating and corporate governance committee will seek diverse candidates, taking into account diversity in all respects (including gender, race, age, board service, background, education, skill set, and financial acumen, along with knowledge and experience in areas that are relevant to the Company'sCompany’s business), when forming the nominee pool. The nominating and corporate governance committee has reviewed the process used in the selection of director candidates and concluded that the pool contained a diverse group of candidates.evaluating potential nominees. The manner in which the nominating and corporate governance committee evaluates a potential nominee will not differ based on whether the nominee is recommended by a shareholder of the Company.

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nominating and corporate governance committee’s decision to recommend her appointment. Ms. Epps was nominated as a non-employee director because of her extensive audit, risk, financial and accounting experience arising from her over 31 years with Deloitte LLP and her extensive board experience.

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As discussed above, the Board seeks diverse candidates, taking into account diversity in all respects (including gender, race, age, board service, background, education, skill set, and financial acumen, along with knowledge and experience in areas that are relevant to the Company’s business), when evaluating potential nominees. The chart below illustrates the composition of our Board nominees by gender, racial diversity, tenure, and core skills:

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Compensation of Directors

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As further discussed in the "Compensation“Compensation Discussion and Analysis,"” the compensation committee engaged Willis Towers Watson as an independent compensation consultant in 2017 to advise the compensation committee on the compensation for our executive officers and non-employee directors. Specifically,In order to supplement this analysis from our compensation consultant, the compensation committee askedhas subsequently used Equilar (the Company’s external executive and director compensation database aggregator) to establish the compensation consultant to provide market data, review the design of the compensation packages for our executive officers and non-employee directors, and provide guidance on cash and equity compensation for our executive officers and non-employee directors, including, without limitation,most recently in establishing the issuance offixed dollar amount on service based restricted stock units granted to our non-employee directors and executive officers as more particularly described in this proxy statement.below. Similar to our compensation philosophy for our executive officers, we believe that issuing service based restricted stock units to our non-employee directors aligns their interests with those of our shareholders. Specifically, since the bulk of each non-employee director'sdirector’s compensation lies in the value of the service based restricted stock units granted, the non-employee directors are motivated to continually improve the Company'sCompany’s performance in the hope that the performance will be reflected by the stock price on the vesting date of their service based restricted stock units. Moreover, we believe that the service based restricted stock unit awards drive director alignment with maximizing shareholder value because the value of the service based restricted stock units varies in response to investor sentiment regarding overall Company performance at the time of vesting.

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As described more fully below, the following table summarizes the total compensation earned for fiscal year 20192021 for each of the non-employee directors.

2019 Director Compensation Table
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