DEF 14A of Brinker International, Inc
Filed Oct 6, 2023 · FY20230001193125-23-252394
INFORMATION ABOUT THE BOARD OF DIRECTORS
INFORMATION ABOUT THE BOARD OF DIRECTORS
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR the election of all of the nominees named below. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unavailable to serve. However, if any nominee becomes unable or unwilling to serve as a nominee at the time of the Annual Meeting, the individuals named as proxies may vote for a substitute nominee selected by the Board of Directors. Alternatively, the Board of Directors may reduce the size of the Board of Directors or leave a vacancy that the Board of Directors may fill at a later date. All nominees are currently serving as directors of the Company and all were elected by the shareholders at the 2022 annual meeting of shareholders.
Information About Nominees
Information About Nominees We are furnishing below certain biographical information about each of the nine nominees for director, including public company directorships held during the last five years. Also included is a description of the experience, qualifications, attributes and skills of each nominee:
Information About Nominees
| ∎ Frances L. Allen | | | Ms. Allen is Chief Executive Officer of Checkers Drive-In Restaurants, Inc., one of the largest chains of double drive-thru restaurants in the U.S., having served in this role since February 2020. Previously, Ms. Allen served as Chief Executive Officer of Boston Market Corp., a fast casual restaurant, from May 2018 to February 2020, and President of Jack in the Box, Inc., a fast-food restaurant chain, from October 2014 to February 2018. Ms. Allen currently serves on the Board of Directors of Checkers Drive-In Restaurants, Inc. and previously served on the Board of Directors of MarineMax, Inc. She also serves as a member of the Advisory Board of No Kid Hungry. | | | Director since 2020 Age: 61 Board Committees: Audit and Governance & Nominating Other Public Company Boards: None | Director Qualifications | | | Ms. Allen brings over thirty years of expertise derived from her leadership for various consumer brands, including most recently as chief executive officer or president of three different restaurant brands. She has more than 10 years of working closely with the boards of directors of publicly-traded companies. Her experience spanning over several retail segments (including 16 years in the restaurant industry) gives her valuable insight into consumer behavior, restaurant operations, corporate strategy, marketing and restaurant financial matters. |
Information About Nominees
| ∎ Cynthia L. Davis | | | Ms. Davis is a former Nike executive where she served as Vice President of Nike, Inc., a global provider of athletic footwear and apparel, and President of Nike Golf from September 2008 to October 2014, after having served in various other positions with Nike since January 2005. Prior to that, Ms. Davis was Senior Vice President at Golf Channel, a division of Comcast Corporation, from January 2001 to December 2004, and was formerly President and Chief Executive Officer of Arnold Palmer Golf Management, LLC from March 1998 to December 2000. Ms. Davis serves on the Board of Directors of Deckers Outdoor Corporation and Kennametal, Inc., and is also a member of the Board of Trustees at Furman University. She previously served on the Board of Buffalo Wild Wings, Inc. | | | Director since 2019 Age: 61 Board Committees: Talent & Compensation and Governance & Nominating Other Public Company Boards: Deckers Outdoor Corporation and Kennemetal, Inc. | Director Qualifications | | | Ms. Davis brings extensive experience as a senior officer of multiple national and international companies, including service as the president of a division of a large, publicly traded retail company. She has a broad understanding of corporate strategy, sales, marketing, brand management and operations, and has served on boards of several publicly traded companies, including a casual dining chain restaurant company. |
Information About Nominees
| 4 | Brinker International • 2023 Notice & Proxy | Making People Feel Special |
Information About Nominees
| ∎ Joseph M. DePinto | | | Mr. DePinto is Chairman of the Board of Directors of the Company, serving in this position since November 2013. He is President and Chief Executive Officer of 7-Eleven, Inc., a large multi-unit retail company that is a private wholly-owned subsidiary of 7 & i Holdings Co., Ltd., serving in this position since December 2005. Previously, Mr. DePinto served as President of GameStop Corporation from March 2005 to December 2005. Prior to GameStop, he was employed by 7-Eleven, Inc. from 2002 to 2005 in various roles, most recently Vice President, Operations, from 2003 to 2005. Mr. DePinto currently serves on the Board of Directors of 7-Eleven, Inc. and 7 & i Holdings Co., Ltd. He also serves on the Board of Directors of DHC Acquisition Corp., a publicly-traded special purpose acquisition company, as well as the Boards of the Business Executives for National Security and the Johnny Mac Soldiers Fund, and is a council member of the Kellogg School of Management Global Advisory Board and the Dallas Stars Ownership Advisory Group. Mr. DePinto previously served on the Boards of the National Association of Convenience Stores, the UT Southwestern Medical Foundation, DFW Japan America Society and the Dallas Citizens Council, and served as a council member of the George W. Bush Presidential Center Military Service Initiative. In December 2017, Mr. DePinto was appointed a Civilian Aide to the Secretary of the Army. | | | Director since 2010 Age: 60 Board Committees: None Other Public Company Boards: 7 & i Holdings Co. and DHC Acquisition Corp. | Director Qualifications | | | Mr. DePinto brings his skills and knowledge as chief executive officer of a large multi-unit retail company operating in domestic and international markets, as well as his experience serving on the boards of other large or public companies. He provides a significant broad-based understanding of leading a large public company, as well as a unique understanding of all aspects of retailing, including operations, marketing, finance and strategic planning. |
Information About Nominees
| ∎ Harriet Edelman | | | Ms. Edelman is Vice Chairman of Emigrant Bank, a private financial institution, having served in this role since November 2010. Previously, Ms. Edelman served as Advisor to the Chairman of Emigrant Bank from June 2008 through October 2010. Prior to Emigrant Bank, Ms. Edelman served in numerous executive leadership positions over a 25-year career at Avon Products, Inc. until 2008. She served as Senior Vice President and Chief Information Officer from January 2000 through March 2008, as Senior Vice President, Global Supply Chain from May 1996 to January 2000, and previously in executive roles in Sales, Marketing, Customer Service, Strategy, Business Transformation and as a member of the Executive Committee. Ms. Edelman serves as a management participant of the Board of Emigrant Bank, and, as a public company director, sits on the Board of Directors for Assurant, Inc. Ms. Edelman served on the Board of UCB Pharma, as Vice Chairman on the Board of Trustees of Bucknell University until in June 2020, and as Chair of the Board of Bed Bath & Beyond Inc. until September 2023. | | | Director since 2008 Age: 67 Board Committees: Audit and Talent & Compensation Other Public Company Boards: Assurant, Inc. | Director Qualifications | | | Ms. Edelman brings over 20 years of experience serving on large public company boards in the U.S. and Europe; working as a senior officer in a worldwide retail company in areas of marketing, sales, information technology, risk management, e-commerce, supply chain management and global business; and leading a banking enterprise with responsibility for Finance, IT and loan servicing; and expertise in Risk Management, Compliance, Regulatory and Government Relations. Ms. Edelman has served on the Nominating and Governance, Technology, Compensation, Audit, and Executive Committees of the organizations she has served and held board leadership positions for Audit, Compensation, Nominating & Governance and Technology committees. |
Information About Nominees
| Making People Feel Special | Brinker International • 2023 Notice & Proxy | 5 |
Information About Nominees
| ∎ William T. Giles | | | Mr. Giles served as the Chief Financial Officer and Executive Vice President—Finance, Information Technology and Store Development, Customer Satisfaction for AutoZone, Inc., a specialty retailer and distributor of automotive replacement parts and accessories from 2007 until his retirement in December 2020. He joined AutoZone in 2006 as Chief Financial Officer and Executive Vice President—Finance. From 1991 to May 2006, he held several positions with Linens ‘n Things, Inc., a retailer of home textiles, housewares and decorative home accessories, most recently as the Executive Vice President and Chief Financial Officer. Prior to 1991, he worked for Melville, Inc. and PricewaterhouseCoopers. Mr. Giles currently serves on the Board of Directors for Floor & Decor Holdings, Inc., Constellation Brands Inc. and Autism Speaks and is a member of the Alfred University Board of Trustees. | | | Director since 2013 Age: 64 Board Committees: Audit and Talent & Compensation Other Public Company Boards: Floor & Decor Holdings, Inc. and Constellation Brands, Inc. | Director Qualifications | | | Mr. Giles brings more than 30 years of financial proficiency and business leadership in the retail products industry and skills as chief financial officer of a public company. He provides unique insights into the strategic, risk management, governance and financial issues facing public companies in a consumer-facing industry. |
Information About Nominees
| ∎ Kevin D. Hochman | | | Mr. Hochman is Chief Executive Officer and President of the Company and President of Chili’s Grill & Bar, having been appointed to this position in June 2022. Mr. Hochman most recently served as President and Chief Concept Officer of KFC, U.S., a division of Yum! Brands, Inc., an operator of fast-food restaurant brands, from March 2017 to May 2022, where he oversaw KFC’s overall brand strategy and business performance in the United States. He concurrently served as Interim President of Pizza Hut U.S., a fast-food restaurant chain, from December 2019 to January 2022, where he was responsible for driving profitable same-store sales, franchise operations and overall performance for the U.S. business. He also served as Chief Marketing Officer for KFC U.S. from January 2014 to February 2017. Prior to joining Yum! Brands, Mr. Hochman spent 18 years at Procter & Gamble and held various senior leadership roles during his tenure. | | | Director since 2022 Age: 49 Board Committees: None Other Public Company Boards: None | Director Qualifications | | | Mr. Hochman brings extensive experience of leading and growing brands in both the retail and restaurant sector, including most recently as president of two large U.S. restaurant chains. He provides unique strategic vision, innovative thinking, marketing expertise and a broad understanding of restaurant operations and consumer behavior. |
Information About Nominees
| 6 | Brinker International • 2023 Notice & Proxy | Making People Feel Special |
Information About Nominees
| ∎ Ramona T. Hood | | | Ms. Hood is President and CEO of FedEx Custom Critical®, a leading North American transportation provider that offers a range of transportation capabilities, having served in this role since January 2020. Previously, Ms. Hood served as Vice President, Operations, Strategy & Planning for FedEx Custom Critical from June 2018 to December 2019, and as Vice President, Transportation Management for FedEx Supply Chain from August 2016 to May 2018. She joined FedEx in 1991 and has served in leadership roles for numerous FedEx operating companies, including FedEx Custom Critical, FedEx Supply Chain and FedEx Truckload Brokerage. Ms. Hood serves on the Board of Directors for Summa Health Systems and formerly served on the Board for Welty Building Company. | | | Director since 2022 Age: 51 Board Committees: Audit and Talent & Compensation Other Public Company Boards: None | Director Qualifications | | | Ms. Hood brings experience as a chief executive officer of a division of a large, publicly-traded company. She has significant experience in areas of operations, safety, supply chain sourcing, sales, marketing, innovation, strategy and global business. |
Information About Nominees
| ∎ James C. Katzman | | | Mr. Katzman is Senior Vice President, Business Development, for General Electric, an American multi-national company in power, renewable energy, aviation and healthcare, having served in this position since October 2021. Mr. Katzman is a retired Partner of Goldman Sachs, having served in that role from December 2004 to March 2015, and prior to being appointed Partner, served as a Managing Director from December 2000 to November 2004. Mr. Katzman currently sits on the Board of Directors of The Hershey Company, the Hershey Trust Company, Milton Hershey School, San Francisco Ballet, and Boys & Girls Clubs of The Valley (AZ). He also serves on the Advisory Board of the Program for Financial Studies at Columbia Business School and the President’s Leadership Council of Dartmouth College. | | | Director since 2018 Age: 56 Board Committees: Audit and Governance & Nominating Other Public Company Boards: The Hershey Company | Director Qualifications | | | Mr. Katzman brings extensive experience in the multinational investment banking industry. He also provides valuable knowledge of complex corporate financial matters, merger transactions and risk management oversight, as well as experience in public company board service. |
Information About Nominees
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Information About Nominees
| ∎ Prashant N. Ranade | | | Mr. Ranade has been the Co-Founder of IndusSME LLC, a technology and financial services provider, since June 2020. Mr. Ranade formerly served as a mentor for leaders at Atos Syntel (formerly Syntel, Inc.), a multinational provider of integrated technology and business services, from October 2018 to May 2020, the Co-Chairman of the Board for Syntel, Inc. from November 2016 to October 2018, after serving as Executive Vice Chairman from April 2014 to November 2016, and as Chief Executive Officer and President from February 2010 to April 2014. Prior to working with Syntel, Mr. Ranade held several senior leadership roles with Siemens Logistics and Assembly Systems, Inc., Siemens Medical Solutions, Rockwell Automation and Dematic Corp. Mr. Ranade is a member of the National Association of Corporate Directors and served as an adjunct professor at Grand Valley State University. | | | Director since 2019 Age: 70 Board Committees: Talent & Compensation and Governance & Nominating Other Public Company Boards: None | Director Qualifications | | | Mr. Ranade brings senior management and chief executive officer experience in the automation/manufacturing, technology, healthcare and supply chain/logistics domains of global businesses. His experience enables him to provide strength in strategy, leadership development, technology, sales and marketing, risk management and operations management. |
Information About Nominees
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
Information About Nominees
| 8 | Brinker International • 2023 Notice & Proxy | Making People Feel Special |
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
| • | motivating our leaders to create long-term value for our shareholders; and |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
INFORMATION ABOUT THE BOARD OF DIRECTORS AND
Commitment to Sustainability
| • | Increased average pay for hourly Team Members to approximately $20.18 per hour, including tips, bonuses and sick pay |
Commitment to Sustainability
| • | Paid average salary plus bonus for general managers of approximately $98,000 at Chili’s and $125,000 at Maggiano’s |
Directors’ Compensation
| | Annual Retainer (during fiscal 2023) | Annual Retainer (commencing with fiscal 2024) | Annual Restricted Stock Units (during fiscal 2023) | Annual Restricted Stock Units (commencing with fiscal 2024) | | Chairman of the Board (non-employee) | $265,000(1) | $275,000(1) | $110,000 | $140,000 | | Other Non-employee Directors | $75,000(2) | $85,000(2) | $110,000 | $140,000 |
Directors’ Compensation
| (1) The Chairman of the Board elected to have the entire annual retainer for both calendar year 2022 and 2023 paid in RSUs. |
Directors’ Compensation
| (2) Paid or granted in a combination of cash or RSUs in quarterly installments, as elected by each director. |
Directors’ Compensation
Each director, other than the Chairman of the Board, has a choice between cash and RSUs for the annual retainer, thus allowing each director to receive compensation in a manner that best fits individual needs. The Chairman of the Board is required to take at least 50% of his annual retainer in RSUs. Providing a combination of equity and cash provides incentive for our directors to focus on long-term performance and shareholder value while still recognizing their energy and effort throughout the year.
Directors’ Compensation
Directors are expected to attend Board meetings and their respective committee meetings. No additional compensation was paid for attendance at these meetings. Restricted Stock Unit Distribution Timing Each of the directors elected, prior to the grants, one of five distribution timing options for their RSUs: (i) one year after date of grant, (ii) four years after date of grant, (iii) upon the director’s departure from the Board, (iv) one year following the director’s departure from the Board, or (v) two years following the director’s departure from the Board. Directors also have the ability to further defer settlement of RSUs that would otherwise be distributed for additional five-year period(s), provided they elect to defer receipt of those units at least 12 months before the previously scheduled distribution date. For fiscal 2023, directors received variable distribution dates for their RSUs ranging from one year after grant to two years after the director’s departure from the Board. Stock Ownership Guidelines We have stock ownership guidelines for our Board to align director interests with shareholders. Guidelines are reviewed annually by the Board, including a comparison of market prevalence and guideline designs. The guidelines require directors to maintain stock ownership in a value equal to five times their base annual retainer. The guidelines for our directors define stock ownership to include the value of any shares currently owned and the value of unvested restricted stock or RSUs. Directors have four years from the time they join the Board to accumulate the necessary shares. Currently, all directors are in compliance with the guidelines or are within the initial four-year time period to meet the guidelines.
Fiscal 2023 Director Compensation Table
Fiscal 2023 Director Compensation Table
Fiscal 2023 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Frances L. Allen(4) | 105,000 | 109,936 | 214,936 | | Cynthia L. Davis(4) | 107,500 | 109,936 | 217,436 | | Joseph M. DePinto(4) | 132,500 | 242,373 | 374,873 | | Harriet Edelman(4) | 119,500 | 109,936 | 229,436 | | William T. Giles(4) | 122,500 | 109,936 | 232,436 | | Ramona T. Hood(4) | 107,500 | 109,936 | 217,436 | | James C. Katzman(4) | 105,000 | 109,936 | 214,936 | | Prashant N. Ranade(4) | 97,500 | 109,936 | 207,436 |
Fiscal 2023 Director Compensation Table
| (1) Mr. Hochman is omitted from the Director Compensation Table because he does not receive additional compensation for serving on our Board. His compensation is reflected in the Summary Compensation Table of this Proxy Statement. |
Fiscal 2023 Director Compensation Table
| (2) Reflects the aggregate dollar amount of all fees earned or paid in fiscal 2023 for which the director could have elected cash payment (whether or not the director actually elected to be paid in cash or in the form of equity) for service as a director, including annual retainer, committee retainers and |
Fiscal 2023 Director Compensation Table
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Fiscal 2023 Director Compensation Table
| committee chair retainers. Mr. DePinto, as Chairman of the Board, had the option to receive up to $132,500 of his calendar year annual retainer in cash or RSUs (with the remaining $132,500 required to be paid in RSUs, which are discussed below), while the other directors had the option to receive any portion of their $75,000 calendar year annual retainer in cash or RSUs. |
Fiscal 2023 Director Compensation Table
| (3) Reflects the grant date fair value of annual RSU awards granted to each director in fiscal 2023 and the portion of the Chairman of the Board’s annual retainer required to be paid in RSUs, as follows: |
Fiscal 2023 Director Compensation Table
| • | Each director was granted an aggregate of 3,351 RSUs, representing two quarterly installments of the $110,000 annual grant for each of calendar year 2022 and 2023, for four quarterly installments in total. |
Fiscal 2023 Director Compensation Table
| • | Mr. DePinto, as Chairman of the Board, was also granted 4,037 RSUs representing two quarterly installments of the $132,500 portion of his annual retainer for each of calendar year 2022 and 2023, for four quarterly installments in total, required to be taken in RSUs. |
Fiscal 2023 Director Compensation Table
| • | The grant date fair value of the RSUs granted to the directors is determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). For RSUs, dividends, if declared, are accumulated while RSUs are outstanding and paid upon settlement. |
Fiscal 2023 Director Compensation Table
| (4) None of our non-employee directors held any outstanding stock options or unvested equity awards at fiscal year-end given that all of our RSUs are non-forfeitable when granted. |
Fiscal 2023 NEO Pay Results
| • | A fiscal 2023 short-term incentive payout at 100.26% of target for NEOs with roles focused at the corporate level or Chili’s, and a payout at 78.64% of target for the NEO focused on the Maggiano’s brand; and |
Fiscal 2023 NEO Pay Results
| • | A fiscal 2021-2023 performance share payout at 150% of target (for NEOs who received the grant at the beginning of Fiscal 2021). |
Compensation Philosophy and Strategy
| • | Establishes incentive plan payout levels that provide an opportunity for participants to earn compensation above median levels when performance goals are exceeded and our stock price increases; |
Compensation Philosophy and Strategy
| • | Utilizes both cash and equity elements with varying time horizons and performance metrics to motivate and reward sustained performance that is aligned with shareholder interests; and |
Summary of Fiscal 2023 Compensation Actions
| • | The Committee designed our short-term incentive plan with an annual measurement period and simplified the plan design to focus only on a profit metric and a revenue metric. In prior years a guest-scored key performance indicator had a weighting of 16.67% under the short-term incentive plan. The Committee simplified the plan because it believes revenue and profits are most closely aligned to creating long-term shareholder value. The Committee also believes that long-term equity awards provide the proper balance to ensure management achieves revenue and profit results without sacrificing the quality of service we must provide to our guests in order to grow consistently. |
Summary of Fiscal 2023 Compensation Actions
| • | The Committee maintained a higher level of performance based long-term incentive compensation for NEOs, with long-term equity awards for fiscal 2023 weighted as 60% performance shares and 40% time-vested RSUs. |
Structure and Responsibilities of the Talent & Compensation Committee
| • | Reviews competitive market data, with the assistance of Meridian Compensation Partners, LLC (“Meridian”), to determine competitive compensation levels based on a peer group that represents restaurant companies with whom we compete for talent; |
Structure and Responsibilities of the Talent & Compensation Committee
| • | Recommends to the Board for approval and ratification the design and performance metrics used in our incentive plans; |
Competitive Market Data and Compensation Mix
Competitive Market Data and Compensation Mix Meridian provides the Committee with market data regarding base salary, short-term incentive targets, long-term incentive values and total compensation. A portion of the market data is from a peer group that was carefully selected based on criteria including restaurant and brand product industries, operating structure, location and size. As of the time the peer group below was selected, we were just above the median of our peer group in terms of revenue size. Compensation data for our peer group was collected from public filings and supplemented with data from other restaurant companies that participate in the Chain Restaurant Total Rewards Association (CRTRA) Compensation Survey, to provide us with market data that we believe accurately reflects the market in which we compete for executive talent. The following table lists the companies used in setting fiscal 2023 compensation as our peer group (which reflects no changes from our fiscal 2022 peer group): Peer Group
Competitive Market Data and Compensation Mix
| BJ’s Restaurants, Inc. | Darden Restaurants, Inc. | Red Robin Gourmet Burgers, Inc. | | Bloomin’ Brands, Inc. | Denny’s Corporation | Restaurant Brands International, Inc. | | The Cheesecake Factory, Inc. | Dine Brands Global, Inc. | Texas Roadhouse, Inc. | | Chipotle Mexican Grill, Inc. | Domino’s Pizza, Inc. | The Wendy’s Company | | Cracker Barrel Old Country Store, Inc. | McDonalds Corporation | Yum! Brands, Inc. |
Competitive Market Data and Compensation Mix
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Competitive Market Data and Compensation Mix
Meridian’s market data was used to establish targeted total compensation (base salary + target short-term cash incentives + target long-term equity incentives) for Executive Officers. We strive to be competitive in the marketplace by trying to provide targeted total compensation near the market median. This effort includes appropriately balancing all elements of compensation (short-term versus long-term and fixed versus variable) while recognizing our performance, as well as the individual’s performance, criticality and experience, and internal pay equity. There is no fixed percentage which determines the mix between cash and non-cash compensation, but compensation is significantly weighted towards variable compensation (short- and long-term). The table below shows the percentage of fixed versus variable compensation elements for fiscal 2023 targeted total compensation, excluding one-time retention or signing awards paid or granted to NEOs.
Compensation Principles and Long-Term Performance Results
Compensation Principles and Long-Term Performance Results
Highlights of Our Compensation Programs
| What We Do: | | What We Do Not Do: | | | ✓ | Pay for Performance | ✗ | Gross-Ups for Excise Taxes | | ✓ | Annual Say-on-Pay Vote | ✗ | Reprice Stock Options | | ✓ | Clawback Policy | ✗ | Fixed Term Employment Agreements | | ✓ | Short- and Long-Term Incentives/Performance Metrics | ✗ | Allow Hedging/Pledging of Securities | | ✓ | Independent Compensation Consultant | ✗ | Defined Benefit Pensions | | ✓ | Stock Ownership Guidelines | ✗ | Dividend Payment on Unvested Equity Awards | | ✓ | Use “At Risk” Equity | ✗ | Excessive Perquisites | | ✓ | Double-Trigger Change in Control Provisions | ✗ | Grant Stock Options with Exercise Prices Below the Closing Stock Price on Date of Grant | | ✓ | Mitigate Inappropriate Risk Taking | | | | ✓ | Review Market Data From a Relevant Peer Group | ✗ | Grant Spring-Loaded Equity Awards | | ✓ | Shareholder Outreach | | |
Pay for Performance
Pay for Performance The Company’s compensation programs are aligned with our business initiatives and have been designed to pay commensurate with the level of performance generated. This philosophy is most evident in the mix of pay used to compensate our executives. Our fiscal 2023 compensation packages for our CEO and other NEOs were heavily weighted towards variable compensation. Long term incentives constituted the largest portion of the target total direct compensation opportunity for our CEO. The graphs below show the target pay mix for the CEO and other NEOs based on annual salary levels, annual short-term incentive at target and the economic value (at the time of grant) of RSUs and performance shares granted during the year, and exclude any severance paid to NEOs that departed the Company during the fiscal year as well as any one-time retention or signing awards paid or granted to NEOs during the fiscal year.
Performance Results under Prior Long-Term Compensation Plans
Performance Results under Prior Long-Term Compensation Plans Performance shares granted toward the beginning of fiscal 2021 were paid in August 2023 based on the Company’s Adjusted EBITDA as compared to a target Adjusted EBITDA for Mr. Taylor and Mr. Badgley, and based on the Maggiano’s brand Adjusted EBITDA as compared to a target Maggiano’s Adjusted EBITDA for Mr. Provost. The Committee designed and granted awards under the fiscal 2021 performance share plan in August 2020 when the Company’s business and results were dramatically impacted by the Covid-19 pandemic and the Committee was focused on motivating management to return the Company to targeted profitability levels as soon as possible. In fiscal 2021 only, the Committee reduced the percentage of long-term incentives allocated to performance shares to 20% of total target long-term compensation as a result of the uncertainty caused by the pandemic and to avoid an outsized impact of targets that could be unachievable and create retention risk or that could be too easy to achieve and result in windfall executive compensation. After the pandemic had contributed to Adjusted EBITDA for the Company and Maggiano’s of approximately $5 million and approximately negative $6 million, respectively, in the fourth quarter of fiscal 2020, the Committee set Adjusted EBITDA targets under the fiscal 2021 performance share plan for the Company and for Maggiano’s of $300 million and $40 million, respectively. The performance shares would payout at 100% of the target award value if the targets were achieved or exceeded in fiscal 2023 and payout at 150% of the target award value if the targets were achieved or exceeded in fiscal 2022. Both targets were achieved early in fiscal 2022 following management’s strategic efforts to return the Company and the Maggiano’s brand to these profitability levels. Earned shares were further subject to continued employment through completion of the three-year performance period at the end of fiscal 2023 (except in the case of qualified retirement, death, disability or certain involuntary terminations). Accordingly, Mr. Taylor, Mr. Badgley and Mr. Provost earned 150% of the performance share award value, which awards settled in August 2023.
Fiscal 2023 Executive Compensation and Benefit Components
| • | Short-Term Incentives |
Fiscal 2023 Executive Compensation and Benefit Components
| • | Long-Term Incentives |
Fiscal 2023 Executive Compensation and Benefit Components
Short-Term Incentives Our short-term Bonus Plan is a cash-based annual incentive arrangement in which the NEOs, together with all restaurant support center team members participated for fiscal 2023. This plan measures both financial performance and achievement of KPIs. After utilizing semi-annual targets in fiscal 2022 in light of the continued impact and unpredictability of the COVID-19 pandemic, the Committee determined it was appropriate to return to annual targets for measuring performance in fiscal 2023. In fiscal 2023, the Committee also decided to use one KPI instead of two KPIs as in prior years in order to focus management on the strategic goal of growing sales. The short-term Bonus Plan included the following features for fiscal 2023.
Fiscal 2023 Executive Compensation and Benefit Components
| • | The financial performance portion of the Bonus Plan paid out based on Adjusted PBT (defined below) actually achieved compared to target Adjusted PBT, with all participants having the same Adjusted PBT target. |
Fiscal 2023 Executive Compensation and Benefit Components
| • | The KPI portion of the Bonus Plan paid out based on a revenue KPI, with Mr. Provost’s KPI target being focused on the Maggiano’s brand revenue and all other participants having a Company revenue target. |
Fiscal 2023 Executive Compensation and Benefit Components
| Brinker Maximum Revenue (000s) | Brinker Target Revenue (000s) | Brinker Minimum Revenue (000s) | Brinker Actual Revenue (000s) | Brinker Revenue KPI Payout Multiplier | | $4,309,305 | $4,104,100 | $3,898,895 | $4,133,200 | 114.18% |
Fiscal 2023 Executive Compensation and Benefit Components
| Brinker Profits Multiplier | Brinker Revenue KPI | Bonus Achieved as a % of Bonus Target | | 90.99% | 114.18% | 100.26% |
Fiscal 2023 Executive Compensation and Benefit Components
| Brinker Profits Multiplier | Maggiano’s Revenue KPI | Bonus Achieved as a % of Bonus Target | | 90.99% | 60.13% | 78.64% |
Fiscal 2023 Short-Term Incentive Payout versus Target
Fiscal 2023 Short-Term Incentive Payout versus Target
Fiscal 2023 Short-Term Incentive Payout versus Target
| Name | Position | Short-Term Incentive Actual Payout for Fiscal 2023 | Short-Term Incentive Target Payout for Fiscal 2023 | | Kevin D. Hochman | CEO | $992,574 | $990,000 | | Joseph G. Taylor | EVP, CFO | $435,344 | $434,215 | | Steven D. Provost | EVP, President of Maggiano’s | $278,429 | $354,056 | | Aaron M. White | EVP, CPO | $235,237 | $234,627 | | George S.Felix | SVP, CMO | $213,626 | $213,072 | | Richard A. Badgley | Former EVP, CAO | $277,881 | $277,160 | | Wade R. Allen | Former SVP, CDO | $175,455 | $175,000 |
Fiscal 2023 Short-Term Incentive Payout versus Target
Long-Term Incentives The Committee approved a mix of time-vested RSUs and performance shares for the NEO fiscal 2023 stock awards. We believe compensation programs that reward executives for performance with equity in the Company further align the interests of executives and shareholders and motivate executives to create long-term shareholder value. Target long-term incentive values were determined by the Committee after analyzing benchmark data, performance, program cost and total compensation targets. For fiscal 2023, the Committee approved awards consisting of 60% of each NEO’s target equity value in the form of performance shares, with the remaining 40% granted as time-vested RSUs. Mr. Badgley was only awarded time-vested RSUs because the performance shares were granted on a date subsequent to the RSU grants and Mr. Badgley departed the company before the performance shares were granted. All annual equity-based awards are generally granted during the first quarter of the fiscal year. The number of RSUs or performance shares granted each year fluctuates based on our stock price and approved targeted award values. Performance Shares We grant performance shares to emphasize our pay for performance philosophy. The Committee targets a certain dollar value for each performance share grant. The target number of performance shares awarded is then determined based on the targeted value divided by the stock price at the date of grant. Performance shares granted in fiscal 2023 for all NEOs, will be earned based on the Company’s Adjusted EBITDA (with respect to performance shares, as defined in the plan document) as compared to a target Adjusted EBITDA in fiscal 2025, which is the last year of the three-year performance period. The Committee set the target Adjusted EBITDA at a level that would require significant growth in profitability over the three-year performance period and be challenging for management to achieve, while acknowledging that fiscal 2023 would require significant investment back into the business to achieve the Company’s new strategic objectives, as discussed in the executive summary. Adjusted EBITDA will be calculated in accordance with the terms of the underlying plan document, which requires the Committee to make adjustments in order to include or exclude the effects of certain items such as acquisitions, impairment charges and extraordinary events. The target performance share award is adjusted by the payout percentage determined after the end of the performance period. The payout percentage for achieving the target Adjusted EBITDA in fiscal 2025 is 100%, with the Board also designating a minimum and maximum level of achievement for performance that falls below or exceeds the target Adjusted EBITDA. If Adjusted EBITDA for the last year of the
Fiscal 2023 Short-Term Incentive Payout versus Target
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Fiscal 2023 Short-Term Incentive Payout versus Target
measurement period is less than the minimum, the payout percentage will be 0%. The payout percentage for achieving or exceeding the maximum Adjusted EBITDA will be 200%. The payout percentage between the minimum, target and maximum Adjusted EBITDA values will be measured based on the payout slope approved by the Committee and the Board. The minimum, target and maximum values are set forth in the table below.
Fiscal 2023 Short-Term Incentive Payout versus Target
| | Company Adjusted EBITDA | Payout Percentage | | Less than Minimum | | 0% | | Minimum | $356.4 million | 1% | | Target Adjusted EBITDA | $405.0 million | 100% | | Maximum or greater | $506.3 million | 200% |
Fiscal 2023 Short-Term Incentive Payout versus Target
The Committee added a relative TSR modifier to the performance share plan for fiscal 2023 that compares the Company’s TSR over the three-year performance period to a comparison group consisting of the S&P 1500 Hotels, Restaurants and Leisure Index. The relative TSR modifier increases the achievement up by 25% if Brinker’s TSR percentile ranks within the top quartile of the comparison group, and decreases the achievement by 25% if Brinker’s TSR percentile ranks within the bottom quartile of the comparison group. If Brinker’s TSR ranks between the 75th and 25th percentiles no modifier will apply, as shown in the table below. In no event will the earned shares exceed 200% after any applicable modification.
Fiscal 2023 Short-Term Incentive Payout versus Target
| Company’s TSR Percentile Rank | Payout Percentage Modifier | | At or above the 75th percentile | 1.25 | | Between the 75th and 25th percentile | No Modifier | | At or below the 25th percentile | 0.75 |
Fiscal 2023 Short-Term Incentive Payout versus Target
Earned performance shares are further subject to continued employment through completion of the three-year performance period (except in the case of qualified retirement, death, disability or certain involuntary terminations) and are distributed shortly thereafter. Earned shares are not subject to further vesting requirements, although they may need to be retained to meet stock ownership guidelines (see discussion below). Restricted Stock Units In fiscal 2023 we granted RSUs to enhance retention incentives, to increase executive stock ownership and shareholder alignment and to more closely align our grant mix with peers. RSUs granted only vest with continued employment for three years, subject to acceleration in the event of qualified retirement, death, disability or certain involuntary terminations. Retention Awards Retention awards are cash bonuses or grants of RSUs designed as a retention tool to address specific targeted needs with our team members. To retain certain of the Company’s NEOs during the Company’s CEO transition, the Committee recommended and the Board approved the cash retention bonuses set forth below. For Mr. Provost, when determining the size of his award, the Committee also took into consideration his exceptional performance in leading Maggiano’s following the COVID-19 pandemic and the opportunity to accelerate growth with his continued leadership. To earn the cash retention bonus, the recipient was required to remain satisfactorily employed by the Company through the end of the Company’s fiscal 2023 year, subject to earlier termination of employment by the Company without cause.
Fiscal 2023 Short-Term Incentive Payout versus Target
| Recipient | Cash Retention Bonus | | Joseph G. Taylor (EVP, CFO) | $300,000 | | Steven D. Provost (EVP, President of Maggiano’s) | $650,000 | | Aaron M. White (EVP, CPO) | $200,000 | | Richard A. Badgley (Former EVP, CAO) | $300,000 | | Wade R. Allen (Former SVP, CDO) | $200,000 |
Fiscal 2023 Short-Term Incentive Payout versus Target
Hiring Incentives The Committee recognizes that the Company operates in a competitive market when it comes to finding the best qualified executives who are able to create and execute successful long-term strategies that increase shareholder value. In addition, external candidates often have to forfeit outstanding sizable equity awards at their prior employers if they choose to accept employment with Brinker. In fiscal 2022 and fiscal 2023, the Committee used both cash and equity when hiring executives in order to attract the best executives possible and to help keep those executives whole for outstanding equity awards they had to forfeit with their prior employers. As disclosed in the Company’s proxy statement for fiscal 2022, the Company granted Mr. Hochman a $400,000 cash sign-on bonus in June 2022, of which $250,000 was paid in
Fiscal 2023 Short-Term Incentive Payout versus Target
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Fiscal 2023 Short-Term Incentive Payout versus Target
fiscal 2022 and was subject to repayment in the event Mr. Hochman voluntarily resigned or was terminated for cause within the first 12 months of employment, and $150,000 was paid during fiscal 2023 after Mr. Hochman’s one-year employment anniversary. In fiscal 2023, the Company hired Mr. Felix and granted him (i) a $200,000 RSU retention award, which cliff vests following three years of service, and (ii) a $200,000 cash sign-on bonus, of which $100,000 was paid in fiscal 2023 and $100,000 is payable during fiscal 2024 upon completion of one year of employment. Benefits and Perquisites Health and Welfare Benefits All of our salaried employees are eligible for health and welfare benefits, including the NEOs. Our salaried employees, including the NEOs, also receive term life, short-term disability and long-term disability insurance. The level of Company-provided coverage for NEOs is provided at a higher level than is provided for other employees for some Company-provided benefits. We have provided detailed information in the chart below for the NEOs.
Company-Paid Benefits for the Named Executive Officers
| | Life Insurance | AD&D Insurance | Long-Term Disability | Long-Term Care | | Benefit | Up to 4× Salary, max. $3.5M benefit | 2× Salary up to $1M | 60% Wage Replacement up to $30K per month | $201 daily benefit amount |
Other Executive Compensation Program Elements
Other Executive Compensation Program Elements Retiree Medical Benefits Select officers, including the NEOs, are eligible to receive retiree medical insurance from us upon termination if they meet our definition of retirement (described below in the section entitled Retirement Definitions and Payouts). This fully insured policy is paid for by both the retiree and the Company. The cost split between the retiree and the Company mimics that of the cost split for our active employees and their medical benefits. Currently, that percentage is approximately 70% of the cost paid by the Company and 30% of the cost paid by the participant. Participants are eligible to receive this coverage until age 65.
Other Executive Compensation Program Elements
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Other Executive Compensation Program Elements
Career Equity Career Equity was an RSU program implemented as a retention device since the units granted only vest upon a qualifying retirement. Detailed information concerning our retirement provisions can be found below in the section of this proxy statement titled Retirement Definitions and Payouts. The program was discontinued after fiscal 2016, but certain NEOs still have outstanding unvested RSUs under this program. Stock Ownership Guidelines We have stock ownership guidelines for our senior vice presidents and above, including the NEOs. Stock ownership aligns the interests of these officers with shareholders and promotes good corporate citizenship. Guidelines are reviewed annually by the Board of Directors, including a comparison of market prevalence and guideline designs. In fiscal 2023, the Committee revised our stock ownership guidelines so that no portion of unvested performance shares and no portion of unexercised stock options count toward the ownership requirements. In connection with this change, the Committee also reduced the multiple of base salary required for brand presidents from four times base salary to three times base salary and senior vice presidents from three times base salary to two times base salary based on current senior vice president salary levels and market prevalence. The Committee believes the new requirements appropriately align the interests of these officers and shareholders. The guidelines are based on a multiple of base salary which is used to calculate the desired value of holdings by position and are as follows:
Other Executive Compensation Program Elements
| Stock Ownership Guidelines | | | Position | Multiplier | | CEO | 6X | | EVP | 4X | | Brand President | 3X | | SVP | 2X |
Other Executive Compensation Program Elements
The Company’s officers, including the NEOs, subject to the guidelines have five years to accumulate the necessary shares. The five-year period begins on the date the officer is promoted to the applicable position. If, however, such officer was not previously an employee of the Company, then the officer will be provided six years to meet the guideline. Should any officers be below the guidelines after being in the program for five years (or six, as applicable), they may receive half of any short-term incentives in shares until the guidelines are met. Currently, all officers are in compliance with the guidelines or have additional time to meet the guidelines pursuant to the standards described in this paragraph. Insider Trading Policy The Company has a written insider trading policy that, among other things, prohibits its directors, officers and all employees from engaging in short-sale transactions of Company securities, pledging Company securities or placing Company securities in margin accounts. Pursuant to the insider trading policy, no director, Executive Officer, or employee shall engage in any hedging transactions with respect to any of the Company’s securities. Hedging transactions include trading in any derivative security relating to Company securities. In particular, other than pursuant to a Company benefit plan, no director, Executive Officer, or employee may acquire, write or otherwise enter into an instrument that has a value determined by reference to Company securities, whether or not the instrument is issued by the Company. Recoupment Provisions Our fiscal 2023 compensation plan documents contain language stating that if the Board or the Committee determines any fraud, negligence or intentional misconduct by an officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, or that egregious conduct of the officer is substantially detrimental to the Company, then the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. Further, under Section 304 of Sarbanes-Oxley, if the Company is required to restate its financials due to material noncompliance with any financial reporting requirements as a result of misconduct, the CEO and CFO must reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received during the 36 months following the first public issuance of the non-complying document and (2) any profits realized from the sale of securities of the Company during those 36 months. The Company will adopt a clawback policy consistent with the requirements of Rule 10D-1 of the Exchange Act and applicable NYSE listing standards prior to December 1, 2023.
Other Executive Compensation Program Elements
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Other Executive Compensation Program Elements
Equity Compensation Plan Information The following table summarizes, as of June 28, 2023, the options, performance shares, and RSUs outstanding and shares available for issuance to our officers and team members under the Stock Option and Incentive Plan (as amended, the “1998 Plan”) and to our directors under the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (as amended, the “1999 Plan”):
Other Executive Compensation Program Elements
| (2) The amount shown includes 1,456,144 shares issuable in respect of RSUs and performance shares (assuming target achievement of applicable performance metrics). |
Summary of Fiscal 2024 Compensation Plan Changes
| • | The Committee approved increases to salaries, bonus targets and annual equity awards for our NEOs to adjust for the higher cost of living, to reward high performance and to bring certain NEO’s total compensation closer to the median among our peer group. As part of these adjustments, Ms. White’s base salary increased by 23.53% and her target annual equity award increased by 25%. |
Summary of Fiscal 2024 Compensation Plan Changes
| • | The Committee revised our fiscal 2024 RSU grants to vest in three equal installments over a three-year period rather than cliff vesting at the conclusion of the three-year period. The Committee made this change for new grants (i) to align with market practice, (ii) to achieve a more balanced overall vesting schedule for equity grants, and (iii) to improve the Company’s ability to attract and retain well-qualified executives. |
Summary of Fiscal 2024 Compensation Plan Changes
| • | The Committee modified the mix of long-term equity grants for Mr. Taylor to be 100% time-vested RSUs for retention purposes rather than 60% performance shares and 40% time-vested RSUs. |
Compensation Policies and Practices as They Relate to the Company’s Risk Management
Compensation Policies and Practices as They Relate to the Company’s Risk Management We believe that our compensation policies and practices for all team members, including officers, do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that the Company has appropriate safeguards in place with respect to the compensation programs that assist in mitigating excessive risk-taking that could harm our value or reward poor judgment by our officers and team members. These safeguards include managing pay opportunities to market levels through peer benchmarking; balancing performance focus between near-term objectives and long-term shareholder value creation; issuing equity awards that vest over multi-year time horizons; capping cash incentive plan payments; maintaining stock ownership guidelines for our executive officers; and maintaining no fixed-term employment agreements. Furthermore, the Committee retains its own independent compensation consultants to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles and pay opportunity levels. In fiscal 2023, the Committee reviewed the concept of risk as it relates to our compensation programs and determined that our programs do not encourage excessive or inappropriate risk. In reaching this conclusion, the Committee noted that long-term incentives are predominately equity-based and tied to shareholder returns, market comparisons are used, ownership guidelines are applied, and the majority of variable pay is tied to Company performance.
FISCAL 2023 SUMMARY COMPENSATION TABLE
FISCAL 2023 SUMMARY COMPENSATION TABLE
FISCAL 2023 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Kevin D. Hochman | 2023 | 900,000 | 150,000 | 3,809,892 | — | 992,574 | 442,581 | 6,295,047 | | CEO, President | 2022 | 38,077 | 250,000 | 1,499,972 | — | 16,228 | 21,980 | 1,826,257 | | Joseph G. Taylor | 2023 | 620,308 | 300,000 | 999,960 | — | 435,344 | 25,543 | 2,381,155 | | EVP, CFO | 2022 | 596,923 | | 999,936 | — | 81,365 | 18,214 | 1,696,438 | | | 2021 | 519,231 | | 899,980 | — | 449,525 | 22,019 | 1,890,755 | | Steven D. Provost | 2023 | 557,924 | 650,000 | 699,955 | — | 278,429 | 38,338 | 2,224,646 | | EVP, President | 2022 | 526,473 | | 699,955 | — | 52,803 | 31,032 | 1,310,263 | | Maggiano’s | 2021 | 533,788 | | 699,931 | — | 429,119 | 28,555 | 1,691,393 | | Aaron M. White(6) | 2023 | 384,908 | 200,000 | 568,714 | — | 235,237 | 44,199 | 1,433,058 | | EVP, CPO | | | | | | | | | | George S. Felix | 2023 | 387,404 | 100,000 | 674,954 | — | 213,626 | 23,646 | 1,399,630 | | SVP, CMO | | | | | | | | | | Richard A. Badgley(6) | 2023 | 143,437 | 300,000 | 279,994 | — | 277,881 | 712,970 | 1,714,282 | | Former EVP, CAO | 2022 | 409,692 | | 699,955 | — | 51,628 | 46,340 | 1,207,615 | | | 2021 | 415,385 | | 699,931 | — | 333,933 | 32,104 | 1,481,353 | | Wade R. Allen(7) | 2023 | 254,536 | 200,000 | 449,959 | — | 175,455 | 411,368 | 1,491,318 | | Former SVP, CDO | | | | | | | | |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (1) The amounts shown represent all salary received during the applicable fiscal year. Our salaries are paid on a bi-weekly basis. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (2) The amount shown for Mr. Hochman represents the second installment of his sign-on bonus and the amount for Mr. Felix represents the first installment of his sign-on bonus, both of which were paid in fiscal 2023. The amounts shown for Mr. Taylor, Mr. Provost, Ms. White, Mr. Badgley and Mr. Allen represent retention bonuses paid for remaining satisfactorily employed through (or being involuntarily terminated during) the fiscal year as part of our CEO transition (the “CEO Transition Retention Bonus”), which amounts were paid to Mr. Badgley and Mr. Allen upon their earlier termination of employment by the Company. Details about the retention bonuses can be found in the Compensation Discussion and Analysis under the section titled Retention Awards of this Proxy Statement. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (3) The amounts shown represent the fair market value on the grant date of equity granted to the NEOs in the applicable fiscal year as determined pursuant to ASC Topic 718. For additional information on the assumptions used in valuing our equity awards see Note 12 to our Consolidated Financial Statements filed on Form 10-K for the fiscal year ended June 28, 2023. These amounts do not include any reduction in the value for the possibility of forfeiture. These amounts for all NEOs, except for Mr. Badgley, include grant date fair values for the fiscal 2023 performance shares at target payout based on the probable outcome of the performance condition, determined as of the grant date. The maximum potential value of these performance shares is 200% of target. For fiscal 2023, Mr. Hochman’s target grant date fair value for such performance shares is $2,285,898 and the maximum value would be $4,571,796, Mr. Taylor’s target grant date fair value is $599,977 and the maximum value would be $1,199,954, Mr. Provost’s target grant date fair value is $419,961 and the maximum value would be $839,922,Ms. White’s target grant date fair value is $341,227 and the maximum value would be $682,454, Mr. Felix’s target grant date fair value is $284,974 and the maximum value would be $569,948, and Mr. Allen’s target grant date fair value is $269,975 and maximum value would be $539,950. Mr. Badgley did not receive a grant of performance shares. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (4) The amounts shown were earned under the Bonus Plan. Details about the plan can be found in the Compensation Discussion and Analysis under the section titled Short-Term Incentives of this Proxy Statement. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (5) The amounts shown in this column reflect the value of benefits and perquisites provided to the NEOs during the year. These include: car allowance, financial planning, dining discount, health club reimbursement, annual executive physical, company matching contributions to the qualified 401(k) Plan, life insurance, executive retiree medical insurance, long-term care insurance, relocation expense for Mr. Hochman, and severance payments for Mr. Badgley and Mr. Allen, which are detailed in the table below. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (6) On October 17, 2022, Mr. Badgley departed the Company and Ms. White was appointed Executive Vice President and Chief People Officer. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (7) Mr. Allen departed the Company on March 28, 2023. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| | All Other Compensation Included in the Summary Compensation Table for Fiscal 2023 | | | | | | Name | Company Matching Contributions to the 401(k) Plan ($) | Car Allowance ($) | Company Provided Life, Retiree Medical, and Long Term Care Insurance Premiums ($)(a) | Other Compensation ($)(b) | Total All Other Compensation ($) | | Kevin D. Hochman | 13,154 | — | 12,582 | 416,845 | 442,581 | | Joseph G. Taylor | — | 9,600 | 11,441 | 4,502 | 25,543 | | Steven D. Provost | 12,580 | 9,600 | 6,236 | 9,922 | 38,338 | | Aaron M. White | 14,308 | 9,231 | 10,165 | 10,495 | 44,199 | | George S. Felix | 7,846 | 3,876 | 8,273 | 3,651 | 23,646 | | Richard A. Badgley | 5,020 | 3,286 | 13,623 | 691,041 | 712,970 | | Wade R. Allen | 7,067 | 6,785 | 9,043 | 388,473 | 411,368 |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (a) Represents benefit premiums paid to a third party for Company-provided life insurance, executive retiree medical insurance and long-term care insurance. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
| (b) Represents other compensation for value of perquisites and benefits paid directly to or on the NEOs’ behalf for annual executive physical, financial planning, dining discount, and health club reimbursement. Mr. Hochman’s other compensation also includes $412,515 in expenses related to his relocation from a different state to a location near the Company’s headquarters following being hired by the Company as CEO. Mr. Badgley’s other compensation also includes $639,600 in severance and $50,957 in continued medical insurance coverage, and Mr. Allen’s other compensation also includes $350,000 in severance and $32,797 in continued medical insurance coverage. |
FISCAL 2023 SUMMARY COMPENSATION TABLE
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Fiscal 2023 Grants of Plan-Based Awards Table
Fiscal 2023 Grants of Plan-Based Awards Table
Fiscal 2023 Grants of Plan-Based Awards Table
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Committee Action Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kevin D. Hochman | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 53,624 | 1,523,994 | | Performance Shares(4) | 10/20/2022 | 11/8/2022 | | | | 715 | 71,479 | 142,958 | | 2,285,898 | | Bonus Plan | | N/A | 9,900 | 990,000 | 1,980,000 | | | | | | | Joseph G. Taylor | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 14,074 | 399,983 | | Performance Shares(4) | 10/20/2022 | 11/8/2022 | | | | 188 | 18,761 | 37,522 | | 599,977 | | Bonus Plan | | N/A | 4,342 | 434,215 | 868,430 | | | | | | | Steven D. Provost | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 9,852 | 279,994 | | Performance Shares(4) | 10/20/2022 | 11/8/2022 | | | | 131 | 13,132 | 26,264 | | 419,961 | | Bonus Plan | | N/A | 3,541 | 354,056 | 708,112 | | | | | | | Aaron M. White(5) | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 6,685 | 189,988 | | RSUs(6) | 10/20/2022 | 11/8/2022 | | | | | | | 1,298 | 37,499 | | Performance Shares(4) | 10/20/2022 | 11/8/2022 | | | | 107 | 10,670 | 21,340 | | 341,227 | | Bonus Plan | | N/A | 2,346 | 234,627 | 469,254 | | | | | | | George S. Felix | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 6,685 | 189,988 | | RSUs(7) | 8/31/2022 | 9/8/2022 | | | | | | | 7,037 | 199,992 | | Performance Shares(4) | 10/20/2022 | 11/8/2022 | | | | 89 | 8,911 | 17,822 | | 284,974 | | Bonus Plan | | N/A | 2,131 | 213,072 | 426,144 | | | | | | | Richard A. Badgley(5) | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 9,852 | 279,994 | | Bonus Plan | | N/A | 2,772 | 277,160 | 554,320 | | | | | | | Wade R. Allen(8) | | | | | | | | | | | | RSUs(3) | 8/31/2022 | 9/8/2022 | | | | | | | 6,333 | 179,984 | | Performance Shares(4) | 10/20/2022 | 11/8/2022 | | | | 84 | 8,442 | 16,884 | | 269,975 | | Bonus Plan | | N/A | 1,750 | 175,000 | 350,000 | | | | | |
Fiscal 2023 Grants of Plan-Based Awards Table
| (1) The amounts shown in column (d) reflect the threshold payment level under the Bonus Plan applicable to the NEO. The threshold award level is 1% of target (e) and the maximum award (f) is 200% of target (e). |
Fiscal 2023 Grants of Plan-Based Awards Table
| (2) The amounts shown represent the fair market value at grant date for financial reporting purposes in fiscal 2023 of stock awards as determined pursuant to ASC Topic 718. For additional information on the assumptions used in valuing our equity awards see Note 12 to our Consolidated Financial Statements filed on Form 10-K for the fiscal year ended June 28, 2023. |
Fiscal 2023 Grants of Plan-Based Awards Table
| (3) These RSUs were granted to NEOs as part of their annual equity award and cliff vest after three years. |
Fiscal 2023 Grants of Plan-Based Awards Table
| (4) These performance shares are detailed in the Compensation Discussion and Analysis under the section titled Long-Term Incentives of this Proxy Statement. The amounts in columns (g)–(i) reflect the range of payouts under the plan. The October 20, 2022 dates reflect the dates the target awards were established for the performance shares. The actual awards will not be earned until the end of fiscal 2025, and only then if the performance metrics are achieved. |
Fiscal 2023 Grants of Plan-Based Awards Table
| (5) On October 17, 2022, Mr. Badgley departed the Company and Ms. White was appointed Executive Vice President and Chief People Officer. |
Fiscal 2023 Grants of Plan-Based Awards Table
| (6) These RSUs were granted to Ms. White as a result of an increase in her annual compensation due to her appointment as Executive Vice President and Chief People Officer and cliff vest after three years. |
Fiscal 2023 Grants of Plan-Based Awards Table
| (7) These RSUs granted to Mr. Felix are a retention grant as detailed in the Compensation Discussion and Analysis under the section titled Retention Awards of this Proxy Statement and cliff vest after three years. |
Fiscal 2023 Grants of Plan-Based Awards Table
| (8) Mr. Allen departed the Company on March 28, 2023. |
Fiscal 2023 Grants of Plan-Based Awards Table
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Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kevin D. Hochman | | | | | | 53,624(4) | 1,941,189 | 71,479 | 2,587,540 | | | | | | | | 50,881(5) | 1,841,892 | | | | Joseph G. Taylor | 14,961 | 4,987 | | 38.51 | 8/29/2027 | 14,074(4) | 509,479 | 18,761 | 679,148 | | | 14,009 | | | 43.35 | 8/30/2026 | 7,440(4) | 269,328 | 11,160 | 403,992 | | | 14,538 | | | 31.22 | 8/31/2025 | 17,866(4) | 646,749 | 4,466 | 161,669 | | | 6,093 | | | 54.33 | 8/25/2024 | 195(6) | 7,059 | | | | | | | | | | 216(6) | 7,819 | | | | | | | | | | 260(6) | 9,412 | | | | | | | | | | 350(6) | 12,670 | | | | | | | | | | 400(6) | 14,480 | | | | | | | | | | 800(6) | 28,960 | | | | | | | | | | 800(6) | 28,960 | | | | | | | | | | 800(6) | 28,960 | | | | | | | | | | 500(6) | 18,100 | | | | Steve D. Provost | 14,961 | 4,987 | | 38.51 | 8/29/2027 | 9,852(4) | 356,642 | 13,132 | 475,378 | | | 16,967 | | | 43.35 | 8/30/2026 | 5,208(4) | 188,530 | 7,812 | 282,794 | | | 50,000 | | | 31.22 | 8/31/2025 | 13,895(4) | 502,999 | 3,473 | 125,723 | | | 32,595 | | | 31.22 | 8/31/2025 | 923(6) | 33,413 | | | | | 28,238 | | | 54.33 | 8/25/2024 | 1,733(6) | 62,735 | | | | | 15,192 | | | 54.15 | 8/27/2023 | 2,085(6) | 75,477 | | | | | | | | | | 5,470(6) | 198,014 | | | | | | | | | | 1,250(6) | 45,250 | | | | | | | | | | 2,000(6) | 72,400 | | | | | | | | | | 1,500(6) | 54,300 | | | | | | | | | | 1,000(6) | 36,200 | | | | Aaron M. White | 3,228 | 1,076 | | 38.51 | 8/29/2027 | 1,298(7) | 46,988 | 10,670 | 386,254 | | | 3,661 | | | 43.35 | 8/30/2026 | 6,685(4) | 241,997 | 5,301 | 191,896 | | | 898 | | | 44.73 | 5/3/2026 | 100(8) | 3,620 | | | | | | | | | | 3,534(4) | 127,931 | | | | | | | | | | 11,786(4) | 426,653 | | | | George S. Felix | | | | | | 6,685(4) | 241,997 | 8,911 | 322,578 | | | | | | | | 7,037(9) | 254,739 | | | | Richard A. Badgley(10) | 406 | | | 38.51 | 10/21/2023 | | | 3,255 | 117,831 | | | 3,892 | | | 43.35 | 10/21/2023 | | | 2,604 | 94,265 | | | 1,256 | | | 54.33 | 10/21/2023 | | | | | | Wade R. Allen(11) | 2,288 | | | 38.51 | 3/27/2024 | 879(4) | 31,820 | 1,857 | 67,223 | | | 7,783 | | | 43.35 | 3/27/2024 | 1,674(4) | 60,599 | 2,762 | 99,984 | | | 6,093 | | | 54.33 | 3/27/2024 | 9,305(4) | 336,841 | | | | | | | | | | 97(6) | 3,511 | | | | | | | | | | 108(6) | 3,910 | | | | | | | | | | 108(6) | 3,910 | | |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (1) Unvested options vest 25% per year for four years on each anniversary of the grant date and have a maximum eight-year term. Each option was granted eight years prior to the expiration date. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (2) RSUs and performance shares are valued on the $36.20 closing price of the Company’s common stock as of the end of our fiscal year, June 28, 2023, and performance shares are valued based on achieving target performance. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (3) The grants in this column reflect target awards under the fiscal 2023 - fiscal 2025, fiscal 2022 - fiscal 2024, and fiscal 2021 - fiscal 2023 Brinker Performance Share Plans. Additionally, the grants for Mr. Allen and Mr. Badgley reflect a pro-rated award in accordance with plan provisions for involuntary termination due to their separation from the company. The fiscal 2021 - fiscal 2023 award paid out on August 17, 2023 at 150% of target. Mr. Taylor received 6,699 shares, rather than the 4,466 shares listed, Mr. Provost received 5,210 shares, rather than the 3,473 shares listed, and Mr. Badgley received 3,906 shares, rather than the 2,604 shares listed. Ms. White and Mr. Allen did not participate in the fiscal 2021 - fiscal 2023 Brinker Performance Share Plan. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
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Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (4) These RSUs were granted to NEOs as part of their annual equity award and cliff vest after three years, with the exception of Mr. Allen. The grants for Mr. Allen reflect a pro-rated award in accordance with plan provisions for involuntary termination due to his separation from the company and will vest on September 29, 2023. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (5) These RSUs were granted to Mr. Hochman to make him whole for certain foregone compensation from his prior employer and cliff vest after three years. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (6) These RSUs were granted to NEOs under the Career Equity program as described in the Compensation Discussion and Analysis under the section titled Other Executive Compensation Program Elements of this Proxy Statement and vest upon a qualifying retirement from the Company, with the exception of Mr. Allen. The grants for Mr. Allen reflect a pro-rated award in accordance with plan provisions for involuntary termination due to his separation from the company and will vest on September 29, 2023. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (7) These RSUs were granted to Ms. White as a result of an increase in her annual compensation due to her appointment as Executive Vice President and Chief People Officer and cliff vest after three years. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (8) These RSUs were granted to Ms. White as compensation for signing a non-compete agreement and cliff vest after three years. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (9) These RSUs granted to Mr. Felix are a retention grant as detailed in the Compensation Discussion and Analysis under the section titled Retention Awards of this Proxy Statement and cliff vest after three years. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (10) On October 17, 2022, Mr. Badgley departed the Company and Ms. White was appointed Executive Vice President and Chief People Officer. |
Fiscal 2023 Outstanding Equity Awards at Fiscal Year-End Table
| (11) Mr. Allen departed the Company on March 28, 2023. |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| | 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 ($)(3) | | Kevin D. Hochman | — | — | — | — | | Joseph G. Taylor | — | — | 7,784 | 228,716 | | Steven D. Provost | — | — | 7,784 | 228,716 | | Aaron M. White(4) | — | — | 1,679 | 49,335 | | George S. Felix | — | — | — | — | | Richard A. Badgley(4) | 12,944 | 53,167 | 16,800 | 605,007 | | Wade R. Allen(5) | 17,517 | 78,246 | 3,569 | 104,869 |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| (1) Reflects the difference between the market price of our common stock at the date and time of exercise and the exercise price of the option. |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| (2) Reflects the vesting of (i) the RSUs granted in fiscal 2020 and (ii) the RSUs granted under the fiscal 2020 - fiscal 2022 Performance Share Plan. Mr. Badgley’s amount also includes RSUs granted in fiscal 2021, 2022, and 2023 that were pro-rated and vested due to his departure from the company. |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| (3) The value realized is based upon the fair market value of our common stock on the date of vesting multiplied by the number of units which vested. |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| (4) On October 17, 2022, Mr. Badgley departed the Company and Ms. White was appointed Executive Vice President and Chief People Officer. |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| (5) Mr. Allen departed the Company on March 28, 2023. |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
Non-qualified Deferred Compensation Plan None of our NEOs participate in our non-qualified compensation plan. Company Sponsored Pension Plan The Company does not sponsor a pension plan.
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
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FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
Retirement Definitions and Payouts For those executives who remain with us for their career, we want to ensure they are able to benefit from their contributions to our long-term success. Therefore, we have defined retirement provisions that allow for post-employment benefits. Early retirement is defined as age plus years of service equals 70, with a minimum age of 55. Normal retirement is defined as age plus years of service equals 70, with a minimum age of 60; or attainment of age 65 (regardless of service). This definition is applied to all of our equity programs (except for retention and other one-time equity grants), our retiree medical program, and our Bonus Plan. Listed below are our general equity programs and their treatment under early and normal retirement scenarios:
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
| | Early Retirement | Normal Retirement | | Stock Options | Unvested options accelerated and remain exercisable for the shorter of 12 months or the expiration date | Unvested options accelerated and remain exercisable for the shorter of 36 months or the expiration date | | Performance Shares | Pro-rated and paid at the end of the measurement period based on actual results. | The full award is paid at the end of the measurement period based on actual results. | | Restricted Stock Units | Pro-rated and paid at the end of the 3-year vesting period, but paid upon retirement if requirements met before January 1, 2022 | The full award is paid at the end of the 3-year vesting period, but paid upon retirement if requirements met before January 1, 2022 | | Bonus Plan | Pro-rated and may be paid at end of the fiscal year at the discretion of the Talent & Compensation Committee | Pro-rated and may be paid at end of the fiscal year at the discretion of the Talent & Compensation Committee |
FISCAL 2023 OPTION EXERCISES AND STOCK VESTED TABLE
The RSUs granted to NEOs in fiscal 2021 were retentive in nature and will be treated differently than the Company’s typical RSU grants as follows: (1) only a pro-rated portion of the award will automatically vest upon retirement for NEOs that meet the definition of normal retirement, with the Committee retaining discretion to allow the full vesting of the award if the NEO has made satisfactory contributions to set the Company on a successful trajectory for the period after the NEO’s retirement, including the satisfactory transition of responsibilities to a successor, and (2) no portion of the award will vest upon retirement if an NEO only qualifies for early retirement. Beginning in fiscal 2022, the RSUs granted to NEOs require NEOs to provide significant advance notice to the chair of the Talent & Compensation Committee that the NEO is considering retirement in order to qualify for the retirement treatment described above. This notice requirement is intended to assist the Committee with succession planning.
CEO Pay Ratio
CEO Pay Ratio The Committee believes executive pay must be consistent and equitable to motivate our team members to create shareholder value. The Committee reviewed a comparison of annual total compensation of the CEO to the annual compensation of the median team member who was selected from all team members who were employed (other than the CEO) as of the last day of fiscal 2023. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. To identify the median team member, we utilized total cash compensation paid during the year, and we annualized the compensation for any permanent team members that were not employed by us for all of fiscal 2023. We believe the use of total cash compensation for all employees as a consistently applied compensation measure is reasonable because the substantial portion of our team members only receive cash compensation. The majority of team members work part-time and as such are not eligible for our bonus or equity plans, and don’t work enough hours to participate in our company-paid benefit plans. After identifying the median team member, we calculated annual total compensation for the team member using the same methodology we use for our NEOs as set forth in the Summary Compensation Table of this Proxy Statement. The compensation for Mr. Hochman, our current CEO, in fiscal 2023 was $6,295,047 as reported in the Summary Compensation Table above. The compensation of our median team member was $22,742. Thus, our CEO’s annualized total compensation was approximately 277 times the pay of our median team member for fiscal 2023.
CEO Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.
Pay Versus Performance
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions)(7) | Pre-tax Income (in millions)(8) | | Year | Summary Compensation Table Total for Mr. Roberts(1) | Compensation Actually Paid to Mr. Roberts(2) | Summary Compensation Table Total for Mr. Hochman(1) | Compensation Actually Paid to Mr. Hochman(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(5)(6) | | | | 2023 | | | $6,295,047 | $8,012,657 | $1,774,015 | $1,942,847 | $153.85 | $163.00 | $102.6 | $90.8 | | 2022 | $5,933,303 | $(36,452,258) | $1,826,257 | $1,466,528 | $1,272,805 | $(1,887,955) | $95.24 | $128.30 | $117.6 | $115.2 | | 2021 | $6,958,837 | $54,264,076 | | | $1,531,194 | $5,036,832 | $262.86 | $140.63 | $131.6 | $145.2 |
Pay Versus Performance
| 1 | The dollar amounts reported in column (b) are the amounts reported for Wyman Roberts, who served as the Company’s Chief Executive Officer for fiscal 2021 and part of fiscal 2022 and all of fiscal 2023 in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column (d) are the amounts reported for Kevin Hochman, who served as the Company’s Chief Executive Officer for part of fiscal 2022 and all of fiscal 2023, in the “Total” column of the Summary Compensation Table. Mr. Roberts retired from his position as CEO and President of Brinker and President of Chili’s Grill & Bar effective as of June 5, 2022. Mr. Hochman was appointed to serve as CEO and President of Brinker and President of Chili’s Grill & Bar effective as of June 6, 2022. |
Pay Versus Performance
| 2 | The dollar amounts reported in column s (c) and (e) represent the amount of “compensation actually paid” to Mr. Roberts and Mr. Hochman, as applicable, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by such individual. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the methodologies applied in the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| | Reported Summary Compensation Table Total | [Less] Value of “Stock Awards” Reported in Summary Compensation Table | [Plus] Fair Value at Fiscal Year- End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | [Plus] Change in Fair Value from Prior Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | [Plus] Fair Value at Vesting Date of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | [Plus] Change in Fair Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | [Less] Prior Year-End Fair Value of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions During Fiscal Year | Compensation Actually Paid to Mr. Roberts. | | 2022 | $5,933,303 | $4,499,980 | $1,875,829 | $(33,933,038) | $— | $(5,828,372) | $— | $(36,452,258) | | 2021 | $6,958,837 | $4,349,982 | $7,343,698 | $40,911,107 | $— | $3,400,416 | $— | $54,264,076 |
Pay Versus Performance
| | Reported Summary Compensation Table Total | [Less] Value of “Stock Awards” Reported in Summary Compensation Table | [Plus] Fair Value at Fiscal Year- End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | [Plus] Change in Fair Value from Prior Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | [Plus] Fair Value at Vesting Date of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | [Plus] Change in Fair Value from Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | [Less] Prior Year-End Fair Value of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions During Fiscal Year | Compensation Actually Paid to Mr. Hochman. | | 2023 | $6,295,047 | $3,809,892 | $4,825,853 | $701,649 | $— | $— | $— | $8,012,657 | | 2022 | $1,826,257 | $1,499,972 | $1,140,243 | $— | $— | $— | $— | $1,466,528 |
Pay Versus Performance
| 3 | The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s other NEOs as a group (excluding Mr. Roberts and Mr. Hochman) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023, Mr. Taylor, Mr. Provost, Ms. White, Mr. Felix, Mr. Badgley and Mr. Allen; (ii) for 2022, Mr. Taylor, Mr. Provost, Mr. Badgley and Charles A. Lousignont; and (iii) for 2021, Mr. Taylor, Mr. Provost, Mr. Badgley and Douglas N. Comings. |
Pay Versus Performance
| 4 | The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group excluding Mr. Roberts and Mr. Hochman), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with ASC Topic 718, and the methodologies applied in the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
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Pay Versus Performance
| | Average Reported Summary Compensation Table Total | [Less] Average Value of “Stock Awards” Reported in Summary Compensation Table | [Plus] Average Fair Value at Fiscal Year- End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | [Plus] Average Change in Fair Value from Prior Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | [Plus] Average Fair Value at Vesting Date of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | [Plus] Average Change in Fair Value From Prior Fiscal Year End to Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years that Vested During Fiscal Year | [Less] Average Prior Year-End Fair Value of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions During Fiscal Year | Average Compensation Actually Paid Non-PEO NEOs | | 2023 | $1,774,015 | $612,256 | $639,322 | $140,327 | $1,737 | $80,740 | $81,038 | $1,942,847 | | 2022 | $1,272,805 | $712,454 | $296,989 | $(2,405,967) | $— | $(339,328) | $— | $(1,887,955) | | 2021 | $1,531,194 | $693,705 | $1,144,256 | $2,607,143 | $— | $447,944 | $— | $5,036,832 |
Pay Versus Performance
| 5 | Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the applicable 1-, 2- or 3- year measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price (or the index price) at the end of each of the Company’s fiscal years shown and the beginning of the measurement period, by (b) the Company’s share price (or the index price) at the beginning of the measurement period. The beginning of the measurement periods is June 24, 2020 for each year in the table. |
Pay Versus Performance
| 6 | The peer group used for this purpose is the S&P 500 Restaurants index. |
Pay Versus Performance
| 7 | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| 8 | Pre-tax income was the Company-selected metric. The dollar amounts reported represent the amount of pre-tax income reflected in the Company’s audited financial statements for the applicable year. |
Relationship between Compensation Actually Paid and Performance Measures
Relationship between Compensation Actually Paid and Performance Measures As shown in the charts and further discussed below, the relationship between the Compensation Actually Paid to the PEOs and the Average Compensation Actually Paid to the Non-PEO NEOs in fiscal 2021, 2022 and 2023 (collectively, “NEO Compensation Actually Paid”) to each of (1) TSR, (2) Net Income, and (3) Pre-tax Income demonstrates that such compensation fluctuates to the extent the Company is achieving its goals and increasing value for stockholders in line with the Company’s compensation philosophy and performance-based objectives.
Relationship between Compensation Actually Paid and Performance Measures
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Relationship between Compensation Actually Paid and Performance Measures
In fiscal 2021, the Company executed strategies to achieve strong results in net income and pre-tax income following the initial negative impact of the COVID-19 pandemic. This resulted in significant stock price growth from the prior year that significantly increased both the fair value of outstanding equity awards granted in prior fiscal years and the total PEO and NEO Compensation Actually Paid. In fiscal 2022, the Company did not achieve expected net income and income targets as a result of challenging market and economic conditions, including high inflation and employee turnover. This resulted in a significant stock price decrease from the prior year that significantly decreased both the fair value of outstanding equity awards granted in prior fiscal years and the total PEO and NEO Compensation Actually Paid.
Relationship between Compensation Actually Paid and Performance Measures
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Relationship between Compensation Actually Paid and Performance Measures
In fiscal 2023, the Company established new strategies for long-term growth. These strategies required investment into the business while the Company continued to be impacted by significant levels of inflation. Although this resulted in lower net income and income, the Company’s trajectory at the end of the fiscal year and prospects for long-term growth are much stronger than the prior fiscal year, resulting in an increased stock price and increases in both the fair value of outstanding equity awards granted in prior fiscal years and the total PEO and NEO Compensation Actually Paid. See also the “Compensation Discussion and Analysis” above for additional information regarding our fiscal 2023 NEO compensation. The list below represents the most important financial performance measures used to determine Compensation Actually Paid for fiscal year 2023 as further described in the Compensation Discussion and Analysis within the sections titled “Short-Term Incentives” and “Long-term Incentives”.
Relationship between Compensation Actually Paid and Performance Measures
| 1. | EBITDA |
Relationship between Compensation Actually Paid and Performance Measures
| 2. | Revenues |
Relationship between Compensation Actually Paid and Performance Measures
| 3. | Pre-tax Income |
Relationship between Compensation Actually Paid and Performance Measures
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