DEF 14A of Brinker International, Inc
Filed Oct 3, 2025 · FY20250001193125-25-230105
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 each 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 last elected by the shareholders at the 2024 annual meeting of shareholders except for Timothy Johnson who was appointed to the Board of Directors on February 12, 2025. Mr. Johnson was recommended as a candidate for the Board after a search conducted by a third-party firm based on criteria provided by the Governance & Nominating Committee. The Governance & Nominating Committee conducted an interview process and then recommended Mr. Johnson to the full Board.
Information About Nominees
Information About Nominees We are furnishing below certain biographical information about each of the ten 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 that led to the Board’s and Governance & Nominating Committee’s conclusion that he or she should serve as a director, considering the Company’s current business and structure:
Information About Nominees
| Director since: 2020 Age: 63 Board Committees: Audit and Governance & Nominating Other Public Company Boards: None | FRANCES L. ALLEN Independent Director Skills and Experience Ms. Allen served as Chief Executive Officer of Checkers Drive-In Restaurants, Inc., one of the largest chains of double drive-thru restaurants in the U.S., from February 2020 until her retirement in September 2024. 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 quick-service restaurant chain, from October 2014 to February 2018. Ms. Allen served on the Board of Directors of Checkers Drive-In Restaurants, Inc. from 2020 to 2024 and MarineMax, Inc. from 2013 to 2015. She currently serves as a member of the Advisory Board of Hi Auto, the leading AI Voice-Activated Ordering Solution for Drive Thru restaurants and for the GRMA (Global Retail Marketing Association). Director Qualifications Ms. Allen brings a wealth of expertise derived from her leadership of various consumer brands, including most recently as chief executive officer or president of three different restaurant brands. She has more than 10 years of experience working closely with the boards of directors of publicly-traded companies. Her experience spanning over several retail segments, including 17 years in the restaurant industry, gives her valuable insight into consumer behavior, restaurant operations, corporate strategy, marketing and restaurant financial matters. |
Information About Nominees
| Director since: 2019 Age: 63 Board Committees: Talent & Compensation and Governance & Nominating Other Public Company Boards: Deckers Outdoor Corporation | CYNTHIA L. DAVIS Independent Director Skills and Experience 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 as Board Chair of Deckers Outdoor Corporation, as Chair of the Board of Trustees at Furman University, and as Trustee for the AMB Group of Businesses. She previously served on the Board of Directors of Kennametal, Inc. from 2012 to 2025 and Buffalo Wild Wings, Inc. from 2015 to 2018. 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 the boards of several publicly traded companies, including a casual dining chain restaurant company. |
Information About Nominees
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Information About Nominees
| Director since: 2010 Age: 62 Board Committees: None Other Public Company Boards: None | JOSEPH M. DEPINTO Chairman of the Board of Directors Skills and Experience Mr. DePinto is Chairman of the Board of Directors of the Company, serving in this position since November 2013. He is 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. Mr. DePinto currently serves on the Board of Directors of 7-Eleven, Inc., the Johnny Mac Soldiers Fund, and the Children’s Health System of Texas. Additionally, Mr. DePinto is a member of the Board of Advisors for the Global War on Terrorism Memorial Foundation, and the Dallas Stars Ownership Advisory Group. Mr. DePinto previously served on the Boards of 7&i Holdings Co., Ltd., OfficeMax, Inc., Geniant Corp., Jo-Ann Stores, Inc., DHC Acquisition Corp., the Business Executives for National Security, the National Association of Convenience Stores, the UT Southwestern Medical Foundation, the Japan America Society of DFW, and the Dallas Citizens Council. He also served as a council member of the George W. Bush Presidential Center’s Military Service Initiative. Mr. DePinto is a United States Army veteran and in December 2017, was appointed a Civilian Aide to the Secretary of the Army. Mr. DePinto holds a Bachelor of Science degree from The United States Military Academy at West Point and a Master of Business Administration from the Kellogg School of Management at Northwestern University. 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
| Director since: 2008 Age: 69 Board Committees: Audit and Talent & Compensation Other Public Company Boards: Assurant, Inc. | HARRIET EDELMAN Independent Director Skills and Experience 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 and finance committee. Ms. Edelman serves as a management participant of the Board of Emigrant Bank. She serves on the Board of Directors of Assurant, Inc. Ms. Edelman formerly served as Chairman of the Board of Directors of Bed Bath & Beyond Inc. from 2019 to 2023, and on the Board of Directors of UCB Pharma from 2012 until 2017. She also served as Vice Chairman on the Board of Trustees of Bucknell University until she stepped down in June 2020. Director Qualifications Ms. Edelman brings over 25 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 operations; and leading a banking enterprise with responsibility for finance, IT and loan servicing. Ms. Edelman has additional expertise in risk management, compliance, regulatory, government relations, and activist investor situations. Ms. Edelman has served on the Nominating and Governance, Technology, Compensation, Audit, and Executive committees of the organizations she has served and has held board Chair and committee leadership positions for Audit, Compensation, Nominating & Governance and Technology committees. Ms. Edelman is credentialed by NACD in board oversight of cybersecurity and by the Diligent Institute in AI Ethics and Governance. She also received Diligent’s Human Capital, Compensation and Culture certification. |
Information About Nominees
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Information About Nominees
| Director since: 2013 Age: 66 Board Committees: Audit and Talent & Compensation Other Public Company Boards: Floor & Decor Holdings, Inc. and Constellation Brands, Inc. | WILLIAM T. GILES Independent Director Skills and Experience 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 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
| Director since: 2022 Age: 51 Board Committees: None Other Public Company Boards: None | KEVIN D. HOCHMAN Chief Executive Officer and President Skills and Experience Mr. Hochman is Chief Executive Officer and President of the Company and President of Chili’s Grill & Bar, the flagship brand of the Company, having been appointed to this position in June 2022, and he has been serving as President of Maggiano’s Little Italy on an interim basis since August 2025. Under Kevin’s leadership, Brinker International’s market capitalization has increased from approximately $1.3 billion to over $6 billion. As a result, Kevin was named 2025 Restaurant Leader of the Year by Restaurant Business Magazine, awarded the prestigious industry award IFMA Gold Plate in 2025 and was named one of Barron’s 2025 Top CEO’s for the Chili’s Grill & Bar turnaround. Mr. Hochman most recently served as President and Chief Concept Officer of KFC, U.S., a division of Yum! Brands, Inc., an operator of quick-service 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 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
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Information About Nominees
| Director since: 2022 Age: 53 Board Committees: Audit and Talent & Compensation Other Public Company Boards: None | RAMONA T. HOOD Independent Director Skills and Experience Ms. Hood is the former 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 from January 2020 through July 2024. 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 served in leadership roles for numerous FedEx operating companies, including FedEx Custom Critical, FedEx Supply Chain and FedEx Truckload Brokerage. Ms. Hood serves as a Class C Director for the Cleveland Federal Reserve Bank and on the Board of Directors for Summa Health Systems. She formerly served on the Board for Welty Building Company. 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
| Director since: 2025 Age: 58 Board Committees: Audit Other Public Company Boards: Dollar Tree, Inc. | TIMOTHY A. JOHNSON Independent Director Skills and Experience Mr. Johnson served as Chief Financial and Chief Administrative Officer for Victoria’s Secret & Co., a global fashion retailer of intimate apparel, from June 2021 until his retirement in May 2025. Previously, from 2000 to 2019, he served at Big Lots, Incorporated in executive financial roles, including Chief Financial and Chief Administrative Officer from 2012 to 2019. He started his career in public accounting at Coopers & Lybrand, followed by corporate finance roles at then Limited Brands. Mr. Johnson currently serves on the boards of directors of Dollar Tree Stores, LogicSource, Inc., and Fusion Group, LLC, and he previously served on the board of directors of The Aaron’s Company from 2021 to 2024. Director Qualifications Mr. Johnson has more than 30 years of retail leadership experience, including 12 years as a chief financial officer of a publicly traded company. He is a financial leader who provides a strong understanding of today’s consumer and the competitive retail landscape. |
Information About Nominees
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Information About Nominees
| Director since: 2018 Age: 58 Board Committees: Audit and Governance & Nominating Other Public Company Boards: None | JAMES C. KATZMAN Independent Director Skills and Experience Mr. Katzman is Senior Vice President, Corporate Development, for GE Aerospace, a world-leading provider of jet and turboprop engines, as well as integrated systems for commercial, military, business, and general aviation aircraft, 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. Prior to being appointed Partner, he served as a Managing Director from December 2000 to November 2004. Mr. Katzman currently sits on the Board of Directors of the Hershey Trust Company, Milton Hershey School, 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. Mr. Katzman formerly served as a director of The Hershey Company from 2018 to 2024. Director Qualifications Mr. Katzman brings extensive experience in the multinational investment banking industry and corporate development. 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
| Director since: 2024 Age: 62 Board Committees: Audit and Governance & Nominating Other Public Company Boards: None | FRANK D. LIBERIO Independent Director Skills and Experience Mr. Liberio served as Executive Vice President and Global Chief Information Officer for Restaurant Brands International, a multinational quick-service restaurant holding company, from November 2019 to March 2023. Mr. Liberio formerly served as Senior Vice President and Global Chief Information Officer and in various other leadership roles at McDonald’s Corporation, from 2001 to 2017. Mr. Liberio served as Co-Chair on the Merchant Advisory Group Executive Tech Advisory Board from July 2019 to February 2023. Director Qualifications Mr. Liberio brings extensive experience in the restaurant industry. He also provides valuable knowledge of global business information technology, including, digital transformation development and deployment. |
Information About Nominees
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
Information About Nominees
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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
Directors’ Compensation
Directors’ Compensation The Governance & Nominating Committee annually reviews and periodically benchmarks the Board’s compensation to assure that non-employee directors are being fairly and reasonably compensated in relation to the restaurant industry and to comparable U.S. public companies. The peer group used for benchmarking Board compensation is the same as the peer group used for our named executive officers (“NEOs”) (identified in more detail in the Competitive Market Data and Compensation Mix section of the Compensation Discussion and Analysis of this Proxy Statement). As a result of this annual review, the Governance & Nominating Committee recommended and the Board approved a $15,000 increase to the value of the annual restricted stock units (“RSUs”) to be granted to the non-employee directors commencing with payments occurring in the first quarter of fiscal 2026. Prior to this increase, non-employee directors received the following compensation in addition to reimbursement for costs incurred in attending meetings of the Board for fiscal 2025:
Directors’ Compensation
| | Annual Retainer | Annual Restricted Stock Units | | Chairman of the Board (non-employee) | $275,000(1) | $140,000 | | Other Non-employee Directors | $85,000(2) | $140,000 |
Directors’ Compensation
| (1) The Chairman of the Board elected to have the entire annual retainer 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. Equity grants are typically made in February, May, August, and November following the Company’s quarterly earnings releases.
Directors’ Compensation
Directors are expected to attend Board meetings and their respective committee meetings. No additional compensation was paid for attendance at these meetings. Beginning in January 2025, each director, other than the Chairman of the Board, has a choice between cash and RSUs for the committee retainers, thus allowing each director to receive compensation in a manner that best fits individual needs. Restricted Stock Unit Distribution Timing Each of the directors may elect 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 2025, directors elected 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 shareholder interests. 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 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Frances L. Allen(4) | 115,000 | 139,812 | 254,812 | | Cynthia L. Davis(4) | 117,500 | 139,812 | 257,312 | | Joseph M. DePinto(4) | 137,500 | 277,086 | 414,586 | | Harriet Edelman(4) | 129,500 | 139,812 | 269,312 | | William T. Giles(4) | 132,500 | 139,812 | 272,312 | | Ramona T. Hood(4) | 117,500 | 139,812 | 257,312 | | Timothy A. Johnson(4) | 21,250 | 34,980 | 56,230 | | James C. Katzman(4) | 115,000 | 139,812 | 254,812 | | Frank D. Liberio(4) | 100,000 | 139,812 | 239,812 | | Prashant N. Ranade(4) | 107,500 | 139,812 | 247,312 |
Fiscal 2025 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 2025 Director Compensation Table
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Fiscal 2025 Director Compensation Table
| (2) Reflects the aggregate dollar amount of all fees earned or paid in fiscal 2025 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 committee chair retainers. Mr. DePinto, as Chairman of the Board, had the option to receive up to $137,500 of his calendar year annual retainer in cash or RSUs (with the remaining $137,500 required to be paid in RSUs, which are discussed below), while the other directors had the option to receive any portion of their $85,000 calendar year annual retainer in cash or RSUs. Beginning in January 2025, the other directors also had the option to receive any portion of their committee and committee chair retainers in cash or RSUs. |
Fiscal 2025 Director Compensation Table
| (3) Reflects the grant date fair value of annual RSU awards granted to each director in fiscal 2025 and the portion of the Chairman of the Board’s annual retainer required to be paid in RSUs, as follows: |
Fiscal 2025 Director Compensation Table
| • | Each director, except Mr. Johnson, was granted an aggregate of 1,272 RSUs, representing four quarterly installments of the $140,000 annual grant for the last two quarters of calendar year 2024 and the first two quarters of calendar year 2025. |
Fiscal 2025 Director Compensation Table
| • | Mr. Johnson was granted 256 RSUs, representing one quarterly installment of the $140,000 annual grant for the second quarter of calendar year 2025 subsequent to his appointment to the Board. |
Fiscal 2025 Director Compensation Table
| • | Mr. DePinto, as Chairman of the Board, was also granted 1,249 RSUs representing two quarterly installments of the $137,500 portion of his annual retainer for each of calendar year 2024 and 2025, for four quarterly installments in total, required to be taken in RSUs. |
Fiscal 2025 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 2025 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 our RSUs are non-forfeitable when granted. |
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
| • | Limits payouts under both the Company’s short-term and long-term incentive programs to a maximum of 200% of target; |
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 profit and shareholder value creation; and |
Summary of Fiscal 2025 Compensation Actions
| • | The Committee approved merit-based salary, short-term incentive target, and target long-term equity incentive compensation increases for the NEOs in order to reward their strong performance and to help align their compensation with the median for their respective positions and roles among our peer group. |
Summary of Fiscal 2025 Compensation Actions
| • | Mr. Hochman’s annual base salary increased by 5.3%, his short-term incentive target increased from 135% of salary to 150% of salary, and his target annual equity award increased by 44.4%. |
Summary of Fiscal 2025 Compensation Actions
| • | Ms. Ware’s base salary increased by 12.5%, her short-term incentive target increased from 70% of salary to 75% of salary, and her target annual equity award increased by 30.4%. |
Summary of Fiscal 2025 Compensation Actions
| • | Ms. White’s base salary increased by 5.7%, and her target annual equity award increased by 3.3% in August 2024. In connection with her promotion to the additional role of Chief Operating Officer in May 2025, Ms. White’s salary increased by an additional 17.1%, her short-term incentive target increased from 70% of salary to 75% of salary, and her target annual equity award increased by 16.1% (with such increase to first take effect for the fiscal 2026 annual equity award). |
Summary of Fiscal 2025 Compensation Actions
| • | Mr. Felix’s base salary increased by 4.9%, his short-term incentive target increased from 55% of salary to 65% of salary, and his target annual equity award increased by 4.3%. |
Summary of Fiscal 2025 Compensation Actions
| • | Mr. Comings’ base salary increased by 4.0% and his target annual equity award increased by 4.3%. |
Summary of Fiscal 2025 Compensation Actions
| • | The Committee approved a Fiscal 2025 Executive Performance Share Retention Plan (“Performance Share Retention Plan”) for Mr. Hochman, Ms. White and Mr. Felix, to recognize their critical and unique contributions to the Company’s transformation, reward and provide incentives to further the Company’s extraordinary performance and long-term growth in shareholder value, and retain them during a period of high executive turnover in the industry and increased attention to our Company’s talent at the top during a competitive search for leadership in our industry and adjacent sectors. |
Summary of Fiscal 2025 Compensation Actions
| • | The Committee maintained the short-term incentive plan design, which uses profit and revenue metrics because the Committee believes these metrics create both short-term and long-term shareholder value and align the interests of our executives with those of our shareholders. |
Summary of Fiscal 2025 Compensation Actions
| • | The Committee maintained a higher level of performance based long-term incentive compensation for NEOs, with long-term equity awards for fiscal 2025 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 Pearl Meyer, 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 Pearl Meyer 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, the Company was 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 reputable retail and general industry surveys, 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 resulting companies used as our peer group in setting fiscal 2025 compensation (which reflects no changes from our fiscal 2024 compensation peer group): Peer Group
Competitive Market Data and Compensation Mix
| BJ’s Restaurants, Inc. | Darden Restaurants, Inc. | Restaurant Brands International, Inc. | | Bloomin’ Brands, Inc. | Denny’s Corporation | Texas Roadhouse, Inc. | | The Cheesecake Factory, Inc. | Dine Brands Global, Inc. | The Wendy’s Company | | Chipotle Mexican Grill, Inc. | Domino’s Pizza, Inc. | Yum! Brands, Inc. | | Cracker Barrel Old Country Store, Inc. | Red Robin Gourmet Burgers, Inc. | |
Competitive Market Data and Compensation Mix
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Competitive Market Data and Compensation Mix
Pearl Meyer’s market data was considered when establishing 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 Executive Officer’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 2025 targeted total compensation, excluding the Performance Share Retention Plan awards granted to certain 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 Policies, including Ability to Recoup in the Event of Misconduct | ✗ | 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 | | |
Performance Results under Prior Long-Term Compensation Plans
Performance Results under Prior Long-Term Compensation Plans Performance shares granted toward the beginning of fiscal 2023 were paid in August 2025 based on the Company’s Adjusted EBITDA as compared to a target Adjusted EBITDA for fiscal 2025. At the time the performance shares were granted in fiscal 2023, the Committee set an Adjusted EBITDA target of $405 million for the performance share plan, which required significant growth in profitability over the three-year performance period and would be challenging to achieve. The applicable payout percentage would have been 100% for achieving the target Adjusted EBITDA in fiscal 2025, a maximum potential payout of 200% for achieving $506.25 million in Adjusted EBITDA and a threshold payout of 0% of the target award if the Company achieved $356 million or less in Adjusted EBITDA. The payout percentage between the minimum, target and maximum Adjusted EBITDA values were based on a payout slope approved by the Committee and the Board. The fiscal 2023 Performance Share Plan sets forth the calculation for Adjusted EBITDA and excludes items recorded in the Company’s “other gains and charges” caption on its consolidated statement of comprehensive income. The payout percentage was further subject to a relative TSR modifier that compared 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 over this same period. The relative TSR modifier would increase the achievement by 25% if Brinker’s TSR percentile ranked within the top quartile of the comparison group, and it would decrease the achievement by 25% if Brinker’s TSR percentile ranked within the bottom quartile of the comparison group, provided that in no event were the earned shares permitted to exceed 200% of the target award after any applicable modification. The Company achieved Adjusted EBITDA of $788.5 million in fiscal 2025, resulting in an earned payout of 200% of the target award. The Company finished its fiscal 2023-2025 performance period with a total shareholder return of 650%, which was the top total shareholder return among companies in the S&P 1500 Hotels, Restaurants and Leisure Index over this same period. The performance was more than 18 times greater than the total shareholder return of 35.5% at the 50th percentile of the comparison group. However, the upward adjustment for the TSR modifier did not apply because the Company already achieved the maximum payout based on Adjusted EBITDA results. Accordingly, each of the NEOs earned 200% of their respective target performance shares, which were settled in August 2025.
Fiscal 2025 Executive Compensation and Benefit Components
| • | Short-Term Incentives |
Fiscal 2025 Executive Compensation and Benefit Components
| • | Long-Term Incentives |
Fiscal 2025 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 2025. This plan measures both financial performance and achievement with respect to a key performance indicator (“KPI”). The short-term Bonus Plan included the following features for fiscal 2025.
Fiscal 2025 Executive Compensation and Benefit Components
| • | The financial performance portion of the Bonus Plan paid out based on Adjusted PBT (defined below). |
Fiscal 2025 Executive Compensation and Benefit Components
| • | The KPI portion of the Bonus Plan paid out based on a revenue KPI. |
Fiscal 2025 Executive Compensation and Benefit Components
Sixty percent of the Bonus Plan payout opportunity was based on achievement of Adjusted PBT compared to a target Adjusted PBT set by the Committee. Adjusted PBT is defined as the Company’s income before taxes adjusted to exclude certain items, such as items recorded in the Company’s “other gains and charges” caption on its consolidated statement of comprehensive income (such as impairment charges, severance and certain unplanned legal liability) and is calculated as set forth in the plan document. The potential payout for the financial measure portion of the Bonus Plan was designed to be 100% for achieving the target Adjusted PBT, a maximum of 200% for achieving or exceeding a maximum Adjusted PBT amount, 50% for achieving a minimum Adjusted PBT and 0% for an Adjusted PBT result below the minimum threshold. The payout percentage of results between the minimum, target and maximum were designed to be measured on a payout slope approved by the Committee and the Board for results between such values. In setting the Adjusted PBT target, the Committee took into consideration that the casual dining industry had comparable restaurant guest traffic declines in the low to mid-single digits during each quarter of fiscal 2024, and was expected to continue on that negative traffic trend for fiscal 2025. The Committee also took into consideration that the Company was only two years into its turnaround strategy, with significant investments continuing; and these investments were originally expected to produce growth over a longer time horizon. As discussed in the Executive Summary and Fiscal 2025 Performance Highlights sections of this CD&A, the Company’s turnaround efforts accelerated in fiscal 2025 and far exceeded growth expectations. The fiscal 2025 Adjusted PBT target, minimum and maximum approved by the Committee are set forth in the chart below, together with the actual Adjusted PBT the Company achieved and the resulting payout multiplier for this component of the Bonus Plan based on the payout scale set by the Committee.
Fiscal 2025 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 | | $4,838,085 | $4,607,700 | $4,377,315 | $5,384,200 | 200% |
Fiscal 2025 Executive Compensation and Benefit Components
| Brinker Profits Multiplier | Brinker Revenue KPI Multiplier | Bonus Achieved as a % of Bonus Target | | 200% | 200% | 200% |
Fiscal 2025 Executive Compensation and Benefit Components
The following table details the final short-term incentive payout for fiscal 2025 versus the annual targets set for each of the NEOs. The annual targets are prorated based on actual salary earned and the targeted percent of salary in effect at the time of the earnings, rather than ending salary and target bonus percentage.
Fiscal 2025 Short-Term Incentive Payout versus Target
Fiscal 2025 Short-Term Incentive Payout versus Target
Fiscal 2025 Short-Term Incentive Payout versus Target
| Name | Position | Short-Term Incentive Actual Payout for Fiscal 2025 | Short-Term Incentive Target Payout for Fiscal 2025 | | Kevin D. Hochman | CEO | $2,929,615 | $1,464,808 | | Michaela M. Ware | EVP, CFO | $769,037 | $384,518 | | Aaron M. White | EVP, CPO | $790,160 | $395,080 | | George S. Felix | SVP, CMO | $599,784 | $299,892 | | Douglas N. Comings | SVP, COO of Chili’s | $671,700 | $335,850 |
Fiscal 2025 Short-Term Incentive Payout versus Target
Long-Term Incentives The Committee approved a mix of time-vested RSU and performance share awards for all NEOs in fiscal 2025. Brinker did not grant any stock options in fiscal 2025. We believe compensation programs that reward executives for performance with Company equity 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 peer group data, performance, program cost and total compensation targets. For fiscal 2025, the Committee approved awards for all NEOs consisting of 60% of their target equity value in the form of performance shares, with the remaining 40% granted as time-vested RSUs. In addition to their annual equity-based awards, Mr. Hochman, Ms. White and Mr. Felix were granted one-time awards under the Performance Share Retention Plan described below to recognize and reward their important and unique leadership of the Company’s transformation, provide long-term incentives to further grow long-term shareholder value, and retain them during a period of high executive turnover in the industry and increased attention on the Company’s top executive talent. 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 date of grant multiplied by the relevant Monte Carlo factor. Performance shares granted in fiscal 2025 will be earned based on the Company’s Adjusted EBITDA as compared to a target Adjusted EBITDA in fiscal 2027, which is the last year of the three-year performance period. The Company’s Adjusted EBITDA was approximately $443.6 million for fiscal year 2024 prior to this plan being adopted in early fiscal 2025. The Committee set the target Adjusted EBITDA at a level that would require significant growth of more than 22% in Adjusted EBITDA over the three-year performance period and be challenging for management to achieve, with more than 40% growth in Adjusted EBITDA required to achieve the maximum 200% payout. 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, dispositions 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 2027 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 measurement period is at or 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 2025 Short-Term Incentive Payout versus Target
| | Company Adjusted EBITDA | Payout Percentage | | Less than Minimum | | —% | | Minimum | $460.5 million | —% | | Target Adjusted EBITDA | $541.8 million | 100% | | Maximum or greater | $623.1 million | 200% |
Fiscal 2025 Short-Term Incentive Payout versus Target
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Fiscal 2025 Short-Term Incentive Payout versus Target
The payout percentage is further subject to a relative TSR modifier 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 over this same period. The relative TSR modifier increases the achievement 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 2025 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 2025 Short-Term Incentive Payout versus Target
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 2025 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. The RSUs vest ratably with continued employment over three years, with one-third vesting on the first, second and third anniversaries of the grant date. RSUs are subject to acceleration in the event of qualified retirement, death, disability or certain involuntary terminations. 2025 Performance Share Retention Plan The Committee approved awards under a new Performance Share Retention Plan in fiscal 2025 for Mr. Hochman, Ms. White, and Mr. Felix to reward them for their contributions to the Company’s extraordinary performance, to recognize their unique importance to the Company’s long-term growth strategy, and to retain them during a period of high executive turnover in the Company’s industry and increased focus on the Company’s executive talent during external leadership searches. These individuals are key to creating and executing the Company’s growth strategies that have been producing success, and the Committee believes that retaining them will be a key contributor to continuing to grow long-term shareholder value. At the time the Performance Share Retention Plan awards were approved, the Chili’s brand was in the middle of a quarter where comparable restaurant sales were exceeding a 30% growth rate and the Company’s stock price had increased by more than 90% over the prior six completed months. At the same time, other major restaurant brands had experienced executive departures, creating a risk that these key executives could be externally incentivized to work for a different company. The Performance Share Retention Plan was designed to reward these executives, recognize their performance and incentivize them to continue leading the Company and increasing shareholder value. The Performance Share Retention Plan is designed to directly align executive and shareholder interests by incentivizing participating executives to further grow shareholder value through outperforming the Company’s peers in total shareholder return over a long-term period. Under the Performance Share Retention Plan, performance shares granted may be earned based on the Company’s TSR over a five-year period from September 26, 2024 through September 25, 2029, relative to the TSR of a peer group of companies consisting of the S&P 1500 Hotels, Restaurants and Leisure Index over this same period. In order to earn the target number of performance shares granted, the Company’s TSR must rank at the 60th percentile of the peer group. The participants may earn 200% of the performance shares granted if the Company’s TSR ranks at or above the 80th percentile, and the participants will not earn any of the performance shares granted if the Company’s TSR ranks below the 50th percentile. The payout percentage for the Performance Share Retention Plan is interpolated on a straight-line basis for a TSR rank between any two TSR ranks shown in the table below.
Fiscal 2025 Short-Term Incentive Payout versus Target
| Company’s TSR Percentile Rank | Payout Percentage | | Below the 50th percentile | 0% | | 50th percentile | 50% | | 60th percentile | 100% | | At or above 80th percentile | 200% |
Fiscal 2025 Short-Term Incentive Payout versus Target
If the Company’s TSR is negative at the end of the measurement period, the number of performance shares earned cannot exceed 100% of the target performance shares granted. In addition, the maximum dollar value of performance shares that may be earned under the Performance Share Retention Plan is limited to five times the target number of performance shares multiplied by the Company’s stock price at the close of trading on the grant date. The Committee granted awards under the Performance Share Retention Plan to Mr. Hochman with a target value of $20 million, to Ms. White with a target value of $3 million and to Mr. Felix with a target value of $2 million. The Performance Share Retention Plan awards are intended to be a one-time grant. As a general rule, an executive participant must remain employed with the Company through September 25, 2029, in order to earn any performance shares. The Performance Share Retention Plan also provides for
Fiscal 2025 Short-Term Incentive Payout versus Target
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Fiscal 2025 Short-Term Incentive Payout versus Target
the treatment of performance shares following terminations of employment without cause or in connection with a change of control, death or disability. Given their retentive goals, these awards are not eligible for accelerated vesting on a qualifying retirement. 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 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 are otherwise retirement eligible (described below in the section titled Executive Retirement Benefits). 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 with respect to their medical benefits. Currently, that percentage is approximately 75% of the cost paid by the Company and 25% of the cost paid by the participant. Participants are eligible to receive this coverage until age 65. Career Equity Career Equity was an RSU program previously implemented as a retention device since the RSUs granted under this program only vest upon a qualifying retirement. Detailed information concerning our retirement provisions can be found below in the section of this Proxy Statement titled Executive Retirement Benefits. The program was discontinued after fiscal 2016, but certain NEOs still have outstanding unvested RSUs granted under this program.
Other Executive Compensation Program Elements
Equity Compensation Plan Information The following table summarizes, as of June 25, 2025, 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 the 2024 Stock Option and Incentive Plan (the “2024 Plan”) and to our directors under the 1999 Stock Option and Incentive Plan for Non-Employee Directors and Consultants (as amended, the “1999 Plan”). In November 2024, our shareholders approved the 2024 Plan, and all new grants to our officers and team members from the date of approval are made under the 2024 Plan.
Other Executive Compensation Program Elements
| (2) The amount shown includes 1,575,651 shares issuable in respect of RSUs and performance shares (assuming target achievement of applicable performance metrics). |
Summary of Fiscal 2026 Compensation Changes
Summary of Fiscal 2026 Compensation Changes Since the end of fiscal 2025, the Committee has evaluated its benchmarking peer group and made several changes in light of the Company’s significant growth in recent years in revenue, market capitalization and other key metrics. In order to improve size comparability and more relevant benchmarks across key metrics, the Committee removed BJ’s Restaurants, Inc., Red Robin Gourmet Burgers, Inc., Dine Brands Global, Inc., and Denny’s Corporation from its benchmarking peer group for fiscal 2026 and added Papa John’s International, Inc., Shake Shack Inc., Wingstop Inc., Cinemark Holdings, Inc., Hyatt Hotels Corporation and Norwegian Cruise Line Holdings Ltd. Since the end of fiscal 2025, the Committee also approved certain increases to salaries, bonus targets and target annual equity awards for our NEOs to reward high performance and to bring certain NEO’s total compensation closer to the median among our newly selected peer group, consistent with our compensation philosophy. As part of these adjustments, Mr. Hochman’s base salary increased by 7.5%, his bonus target increased from 150% of salary to 175% of salary, and his target annual equity award increased by 8.5%. Mr. Felix’s base salary increased by 16.1%, and his target annual equity award increased by 8.3%. Ms. Ware’s, Ms. White’s and Mr. Comings’ base salaries each increased by 4.0%.
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; maintaining stock ownership guidelines and recoupment policies for our executive officers; and maintaining no fixed-term employment agreements. Furthermore, the Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles and pay opportunity levels. In fiscal 2025, 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 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE
FISCAL 2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4) | All Other Compensation ($)(5) | Total ($) | | Kevin D. Hochman | 2025 | 991,154 | — | 26,499,879 | 2,929,615 | — | 45,120 | 30,465,768 | | CEO, President | 2024 | 939,808 | — | 4,499,985 | 2,184,525 | — | 77,281 | 7,701,599 | | | 2023 | 900,000 | 150,000 | 3,809,892 | 992,574 | — | 442,581 | 6,295,047 | | Michaela M. Ware | 2025 | 534,865 | — | 662,279 | 769,037 | — | 41,432 | 2,007,613 | | EVP, CFO | | | | | | | | | | Aaron M. White | 2025 | 559,173 | — | 3,774,890 | 790,160 | — | 45,159 | 5,169,382 | | EVP, CPO | 2024 | 504,615 | — | 749,964 | 622,385 | — | 49,247 | 1,926,211 | | | 2023 | 384,908 | 200,000 | 568,714 | 235,237 | — | 44,199 | 1,433,058 | | George S. Felix | 2025 | 461,372 | — | 2,599,828 | 599,784 | — | 37,772 | 3,698,756 | | SVP, CMO | 2024 | 439,381 | 100,000 | 574,973 | 430,782 | — | 37,338 | 1,582,474 | | | 2023 | 387,404 | 100,000 | 674,954 | 213,626 | — | 23,646 | 1,399,630 | | Douglas N. Comings | 2025 | 516,692 | — | 599,905 | 671,700 | 4,876 | 43,581 | 1,836,754 | | SVP, COO of Chili’s | | | | | | | | |
FISCAL 2025 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 2025 SUMMARY COMPENSATION TABLE
| (2) The amounts shown represent the fair market value on the grant date of equity awards 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 1 and Note 11 to our Consolidated Financial Statements filed on Form 10-K for the fiscal year ended June 25, 2025. These amounts do not include any reduction in the value for the possibility of forfeiture. These amounts for all the NEOs include grant date fair values for the fiscal 2025 - fiscal 2027 performance shares at target payout based on the probable outcome of the performance condition, determined as of the grant date, without any modification based on the Company’s relative TSR. The maximum potential value of these performance shares is 200% of target. For fiscal 2025, Mr. Hochman’s target grant date fair value for such performance shares is $3,899,946 and the maximum value would be $7,190,446, Ms. Ware’s target grant date fair value is $397,378 and the maximum value would be $721,885, Ms. White’s target grant date fair value is $464,972 and the maximum value would be $857,282, Mr. Felix’s target grant date fair value is $359,961 and the maximum value would be $663,671, and Mr. Comings’ target grant date fair value is $359,961 and the maximum value would be $663,671. The amounts for Mr. Hochman, Ms. White and Mr. Felix also include grant date fair values for the Performance Share Retention Plan awards granted in fiscal 2025 at target payout based on the probable outcome of the performance condition, determined as of the grant date by Monte Carlo simulation. The maximum potential value of these performance shares is 200% of target. For fiscal 2025, Mr. Hochman’s target grant date fair value for such retention performance shares is $19,999,936 and the maximum value would be $46,054,314, Ms. White’s target grant date fair value is $2,999,985 and the maximum value would be $6,908,136, Mr. Felix’s target grant date fair value is $1,999,923 and the maximum value would be $4,605,269. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (3) The amounts shown were earned under the annual short-term Bonus Plan. Details about the plan can be found in the Compensation Discussion and Analysis under the section titled Short-Term Incentives of this Proxy Statement. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (4) The amount shown for Mr. Comings reflects the above market interest rate accrued to his account under the Deferred Plan. Our Deferred Plan applied interest credits of 8.5% in calendar 2024 and 8.0% in calendar 2025. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| (5) The amounts shown in this column reflect the value of benefits and perquisites provided to the NEOs during the applicable fiscal year. These include: car allowance, financial planning, dining discount, health club reimbursement, annual executive physical, company matching contributions to the qualified 401(k) Plan, life insurance, executive retiree medical insurance, long-term care insurance, and security expenses for Mr. Hochman, which are detailed in the table below. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
| | All Other Compensation Included in the Summary Compensation Table for Fiscal 2025 | | | | | | Name | Company Matching Contributions to the 401(k) Plan ($) | Car Allowance ($) | Company Provided Life, Retiree Medical, and Long-Term Care Insurance Premiums ($)(a) | Other Compensation ($)(b) | Total All Other Compensation ($) | | Kevin D. Hochman | 11,377 | — | 13,027 | 20,716 | 45,120 | | Michaela M. Ware | 18,090 | 9,600 | 7,344 | 6,398 | 41,432 | | Aaron M. White | 14,443 | 9,600 | 6,578 | 14,538 | 45,159 | | George S. Felix | 13,682 | 8,400 | 9,894 | 5,796 | 37,772 | | Douglas N. Comings | 15,044 | 8,400 | 11,768 | 8,369 | 43,581 |
FISCAL 2025 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 2025 SUMMARY COMPENSATION TABLE
| (b) Represents the 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 $11,327 in expenses related to security equipment and services provided for his home. |
FISCAL 2025 SUMMARY COMPENSATION TABLE
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FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Committee Action Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kevin D. Hochman | | | | | | | | | | | | RSUs(3) | 8/20/2024 | 8/29/2024 | | | | | | | 37,037 | 2,599,997 | | Performance Shares(4) | 8/20/2024 | 8/29/2024 | | | | 512 | 51,214 | 102,428 | | 3,899,946 | | Performance Shares(5) | 11/06/2024 | 11/06/2024 | | | | 99,384 | 198,767 | 397,534 | | 19,999,936 | | Bonus Plan | | N/A | 439,442 | 1,464,808 | 2,929,615 | | | | | | | Michaela M. Ware | | | | | | | | | | | | RSUs(3) | 8/20/2024 | 8/29/2024 | | | | | | | 3,276 | 229,975 | | Performance Shares(4) | 8/20/2024 | 8/29/2024 | | | | 45 | 4,530 | 9,060 | | 344,960 | | RSUs(3) | 2/11/2025 | 2/13/2025 | | | | | | | 218 | 34,926 | | Performance Shares(4) | 2/11/2025 | 2/13/2025 | | | | 3 | 268 | 536 | | 52,418 | | Bonus Plan | | N/A | 115,355 | 384,518 | 769,037 | | | | | | | Aaron M. White | | | | | | | | | | | | RSUs(3) | 8/20/2024 | 8/29/2024 | | | | | | | 4,415 | 309,933 | | Performance Shares(4) | 8/20/2024 | 8/29/2024 | | | | 61 | 6,106 | 12,212 | | 464,972 | | Performance Shares(5) | 11/06/2024 | 11/06/2024 | | | | 14,908 | 29,815 | 59,630 | | 2,999,985 | | Bonus Plan | | N/A | 118,524 | 395,080 | 790,160 | | | | | | | George S. Felix | | | | | | | | | | | | RSUs(3) | 8/20/2024 | 8/29/2024 | | | | | | | 3,418 | 239,944 | | Performance Shares(4) | 8/20/2024 | 8/29/2024 | | | | 47 | 4,727 | 9,454 | | 359,961 | | Performance Shares(5) | 11/06/2024 | 11/06/2024 | | | | 9,938 | 19,876 | 39,752 | | 1,999,923 | | Bonus Plan | | N/A | 89,968 | 299,892 | 599,784 | | | | | | | Douglas N. Comings | | | | | | | | | | | | RSUs(3) | 8/20/2024 | 8/29/2024 | | | | | | | 3,418 | 239,944 | | Performance Shares(4) | 8/20/2024 | 8/29/2024 | | | | 47 | 4,727 | 9,454 | | 359,961 | | Bonus Plan | | N/A | 100,755 | 335,850 | 671,700 | | | | | |
FISCAL 2025 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 30% of target (e) and the maximum award (f) is 200% of target (e). The threshold award level of 30% of target represents threshold achievement of 50% on the financial performance component and 0% achievement of the Revenue KPI. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) The amounts shown represent the grant date fair market value for financial reporting purposes in fiscal 2025 of stock awards as determined pursuant to ASC Topic 718, excluding the effects of estimated forfeitures. For additional information on the assumptions used in valuing our equity awards see Note 1 and Note 11 to our Consolidated Financial Statements filed with the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2025. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (3) These RSUs were granted to NEOs as part of their annual equity award and vest in three equal annual installments on each of the first, second and third anniversaries of the date of grant. |
FISCAL 2025 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 number of shares the individual would receive for (g) a payout percentage at 1% of the target award (i.e., Threshold), (h) a payout equal to the target award and (i) the maximum payout percentage (i.e., 200% of the target). The August 20, 2024 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 2027, and only then if the performance metrics are achieved. The target award will be achieved if the Company’s Adjusted EBITDA is $541.8 million, the threshold payout percentage is not achieved unless Adjusted EBITDA exceeds $460.5 million and the maximum payout percentage is achieved at $623.1 million in Adjusted EBITDA. The payout percentage is subject to 25% modification up or down based on the Company’s TSR ranking among a comparison group, but the payout percentage will not exceed 200% of target. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (5) These Performance Share Retention Plan awards are detailed in the Compensation Discussion and Analysis under the section titled Long-Term Incentives of this Proxy Statement. The amounts in columns (g)–(i) reflect the number of shares the individual would receive for (g) a payout percentage at 50% of the target award (i.e., Threshold), (h) a payout equal to the target award and (i) the maximum payout percentage (i.e., 200% of the target). The November 6, 2024 dates reflects the dates the target awards were established for the performance shares. The actual awards will not be earned until September 25, 2029, and only then if at least the threshold performance goal is achieved. The target award will be achieved if the Company’s TSR is in the 60th percentile when compared to the peer group, the threshold payout percentage is not achieved unless the Company’s TSR is in the 50th percentile as compared to the peer group, and the maximum payout percentage is achieved if the Company’s TSR is at the 80th percentile or greater when compared to the peer group. |
FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE
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FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | Option Awards | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#)(1) Exercisable | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kevin D. Hochman | | | | 8/29/2024 | 37,037(3) | 6,543,327 | 11/6/2024 | 397,534 | 70,232,332 | | | | | | 8/31/2023 | 36,664(3) | 6,477,429 | 8/29/2024 | 102,428 | 18,095,955 | | | | | | 9/8/2022 | 53,624(4) | 9,473,752 | 8/31/2023 | 154,418 | 27,281,028 | | | | | | | | | 11/8/2022 | 142,958 | 25,256,390 | | Michaela M. Ware | | | | 2/13/2025 | 218(5) | 38,514 | 2/13/2025 | 536 | 94,695 | | | | | | 8/29/2024 | 3,276(3) | 578,771 | 8/29/2024 | 9,060 | 1,600,630 | | | | | | 8/31/2023 | 4,074(3) | 719,754 | 11/8/2022 | 7,504 | 1,325,732 | | | | | | 9/8/2022 | 2,814(4) | 497,149 | | | | | | | | | 8/27/2015 | 195(6) | 34,451 | | | | | | | | | 8/28/2014 | 216(6) | 38,161 | | | | | | | | | 8/29/2013 | 260(6) | 45,934 | | | | | | | | | 8/30/2012 | 350(6) | 61,835 | | | | | | | | | 8/25/2011 | 400(6) | 70,668 | | | | | | | | | 10/20/2010 | 800(6) | 141,336 | | | | | Aaron M. White | 4,304 | 38.51 | 8/29/2027 | 8/29/2024 | 4,415(3) | 779,998 | 11/6/2024 | 59,630 | 10,534,832 | | | | | | 8/31/2023 | 6,110(3) | 1,079,454 | 8/29/2024 | 12,212 | 2,157,494 | | | | | | 11/8/2022 | 1,298(7) | 229,318 | 8/31/2023 | 25,736 | 4,546,779 | | | | | | 9/8/2022 | 6,685(4) | 1,181,039 | 11/8/2022 | 21,340 | 3,770,138 | | George S. Felix | | | | 8/29/2024 | 3,418(3) | 603,858 | 11/6/2024 | 39,752 | 7,022,986 | | | | | | 8/31/2023 | 4,685(3) | 827,699 | 8/29/2024 | 9,454 | 1,670,238 | | | | | | 9/8/2022 | 6,685(4) | 1,181,039 | 8/31/2023 | 19,730 | 3,485,699 | | | | | | 9/8/2022 | 7,037(8) | 1,243,227 | 11/8/2022 | 17,822 | 3,148,613 | | Douglas N. Comings | | | | 8/29/2024 | 3,418(3) | 603,858 | 8/29/2024 | 9,454 | 1,670,238 | | | | | | 12/13/2023 | 374(9) | 66,075 | 12/13/2023 | 1,574 | 278,079 | | | | | | 8/31/2023 | 3,870(3) | 683,713 | 8/31/2023 | 16,298 | 2,879,368 | | | | | | 9/8/2022 | 6,685(4) | 1,181,039 | 11/8/2022 | 17,822 | 3,148,613 | | | | | | 11/5/2015 | 96(6) | 16,960 | | | | | | | | | 8/27/2015 | 195(6) | 34,451 | | | | | | | | | 8/28/2014 | 216(6) | 38,161 | | | | | | | | | 8/29/2013 | 260(6) | 45,934 | | | |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (1) Vested options have a maximum eight-year term. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (2) RSUs and performance shares are valued based on the $176.67 closing price of the Company’s common stock as of the end of our fiscal year, June 25, 2025. The fiscal 2025 - fiscal 2027 and fiscal 2024 - fiscal 2026 performance shares and the fiscal 2025 - fiscal 2029 Performance Share Retention Plan awards reflect achieving maximum performance because performance is currently tracking above the maximum. Performance share awards vest after the conclusion of the relevant performance period and certification by the Talent & Compensation Committee of the earned achievement and payout. The fiscal 2023 - fiscal 2025 performance shares reflect actual performance, and were paid out on August 19, 2025 at 200% of target. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (3) These RSUs were granted to NEOs as part of their annual equity award and vest in three equal annual installments on each of the first, second and third anniversaries of the date of grant. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (4) These RSUs were granted to NEOs as part of their annual equity awards in prior years and cliff vest after three years. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (5) These RSUs were granted to Ms. Ware as a result of a mid-year increase in her target equity compensation and vest in three equal installments on the first, second, and third anniversaries of the date of grant. |
FISCAL 2025 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. |
FISCAL 2025 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 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (8) These RSUs were granted to Mr. Felix to make him whole for certain foregone compensation from his prior employer and cliff vest after three years. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (9) These RSUs were granted to Mr. Comings as a result of a mid-year increase in his compensation and vest in three equal installments on the first, second, and third anniversaries of the date of grant. |
FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| 36 | Brinker International • 2025 Notice & Proxy | Making People Feel Special |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2025 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 ($)(3) | | Kevin D. Hochman | — | — | 69,212 | 10,141,986 | | Michaela M. Ware | 7,965 | 830,214 | 4,671 | 326,034 | | Aaron M. White | 4,559 | 396,933 | 9,412 | 663,726 | | George S. Felix | — | — | 2,342 | 164,970 | | Douglas N. Comings | 16,933 | 1,610,736 | 8,478 | 608,679 |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (1) Reflects the difference between the market price of our common stock at the date and time of exercise and the exercise price of the option. |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (2) Reflects the vesting of (i) one-third of the RSUs granted in fiscal 2024, (ii) for Mr. Hochman, the RSUs granted in fiscal 2022 to make him whole for certain foregone compensation from his prior employer and (iii) for Ms. Ware, Ms. White and Mr. Comings, the RSUs granted in fiscal 2022 and the performance shares granted under the fiscal 2022 - fiscal 2024 Performance Share Plan. |
FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE
| (3) The value realized is based upon the fair market value of our common stock on the date of vesting multiplied by the number of units which vested. |
FISCAL 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
FISCAL 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE The Deferred Plan is a non-qualified deferred compensation plan for all of our officers, including the NEOs. Deferred Plan participants elect the percentage of their salary and bonus, not to exceed 50%, they wish to defer into their Deferred Plan account. Of our NEOs, only Mr. Comings participates in the Deferred Plan.
FISCAL 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
| Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Kevin D. Hochman | — | — | — | — | — | | Michaela M. Ware | — | — | — | — | — | | Aaron M. White | — | — | — | — | — | | George S. Felix | — | — | — | — | — | | Douglas N. Comings | 63,561 | — | 15,484 | — | 221,842 |
FISCAL 2025 NON-QUALIFIED DEFERRED COMPENSATION TABLE
| (1) Our Deferred Plan pays a fixed rate of interest on participants’ deferrals which is compounded monthly. The interest rate is based on the prime rate on the first business day each November. The rate was 8.5% for calendar 2024, and 8.0% for calendar 2025. |
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 2025. 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 2025. We believe the use of total cash compensation for all employees as a consistently applied compensation measure is reasonable because a 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, a restaurant host averaging less than 40 hours of work per week, we calculated annual total compensation for the team member using the same methodology we use to calculate annual total compensation for our NEOs as set forth in the Summary Compensation Table of this Proxy Statement. The annual total compensation for Mr. Hochman, our current CEO, in fiscal 2025 was $30,465,768 as reported in the Summary Compensation Table above. The annual total compensation of our median team member was $23,905. Thus, our CEO’s annualized total compensation was approximately 1,274 times the pay of our median team member for fiscal 2025. The compensation for our CEO in fiscal 2025 included a special, one-time grant under the Performance Share Retention Plan (as detailed in the Compensation Discussion and Analysis of this Proxy Statement) valued at $19,999,936, which vests if performance conditions are achieved after a period of approximately five years. If that value is excluded from Mr. Hochman’s fiscal 2025 Total Compensation it provides a more normalized ratio of approximately 438 times the median pay of our team members.
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) | | | | 2025 | | | $30,465,768 | $122,260,895 | $3,178,126 | $11,605,198 | $750.83 | $182.05 | $383.1 | $460.0 | | 2024 | | | $7,701,599 | $25,426,699 | $1,889,279 | $4,464,747 | $309.69 | $162.80 | $155.3 | $164.9 | | 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 in the “Total” column of the Summary Compensation Table in each applicable year. 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, fiscal 2024 and fiscal 2025, in the “Total” column of the Summary Compensation Table in each applicable year. 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 columns (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 for fiscal 2025. 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. Information on calculations for fiscal 2024 is included in our 2024 Proxy Statement, and calculations for fiscal 2021, fiscal 2022 and fiscal 2023 are included in our 2023 Proxy Statement. |
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 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 | | 2025 | $30,465,768 | $26,499,879 | $68,573,704 | $44,628,438 | $— | $5,092,864 | $— | $122,260,895 |
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) (the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Ms. Ware, Ms. White, Mr. Felix and Mr. Comings; (ii) for 2024, Mr. Joseph G. Taylor, Ms. White, Mr. Felix and Mr. Dominique J. Bertolone; (iii) for 2023, Mr. Taylor, Steven D. Provost, Ms. White, Mr. Felix, Richard A. Badgley and Wade R. Allen; (iv) for 2022, Mr. Taylor, Mr. Provost, Mr. Badgley and Charles A. Lousignont; and (v) for 2021, Mr. Taylor, Mr. Provost, Mr. Badgley and Mr. Comings. |
Pay Versus Performance
| (4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the Non-PEO NEOs 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 for fiscal 2025. 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 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 | | 2025 | $3,178,126 | $1,909,226 | $5,194,149 | $5,150,590 | $— | $(8,441) | $— | $11,605,198 |
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-, 3-, 4- or 5- 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 year 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 25, 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 Measure. 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 over the last five fiscal years (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
| 48 | Brinker International • 2025 Notice & Proxy | Making People Feel Special |
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 fiscal year that significantly increased both the fair value of outstanding equity awards granted in prior fiscal years and the total NEO Compensation Actually Paid. In fiscal 2022, the Company did not achieve expected net income and pre-tax income targets as a result of challenging market and economic conditions. 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 NEO Compensation Actually Paid. In fiscal 2023, under new leadership, the Company established new strategic pillars for long-term growth. Each pillar required investment into the business while the Company continued to be impacted by significant macroeconomic conditions, including high 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 were 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 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 each of fiscal 2024 and 2025, the Company’s successful marketing initiatives brought new guests to our restaurants while our long-term growth investments continued to improve operations and provide better guest experiences. As a result, the Company’s same restaurant sales increased significantly and outperformed the casual dining industry. The Company’s net income and income also grew significantly with sales, resulting in dramatic stock price growth from the prior fiscal year. The stock price growth increased both the fair value of outstanding equity awards granted in prior fiscal years and the total NEO Compensation Actually Paid. See also the “Compensation Discussion and Analysis” above for additional information regarding our fiscal 2025 NEO compensation. The list below represents the most important financial performance measures used to determine Compensation Actually Paid for fiscal year 2025 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
| 50 | Brinker International • 2025 Notice & Proxy | Making People Feel Special |