DEF 14A of Bloomin' Brands, Inc., Mar 4, 2025

DEF 14A of Bloomin' Brands, Inc.

Filed Mar 4, 2025 · FY20240001546417-25-000040

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Nominees for Election at this Annual Meeting

    Nominees for Election at this Annual Meeting Our Board of Directors currently has 11 directors. As of the 2025 annual meeting, the size of the Board will be reduced to ten directors. Lawrence V. Jackson’s term ends as of the annual meeting, and he is not standing for re-election. This decision was not as a result of any disagreement with the Board or with the Company’s management. At this annual meeting, stockholders will consider the election of ten directors for one-year terms ending in 2026. All were nominated at the recommendation of our Nominating and Corporate Governance Committee and all have previously served on the Board. Proxies may not be voted for a greater number of persons than the number of nominees named. The proxy holders intend to vote all proxies received by them for the nominees unless otherwise instructed. In the event any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for a nominee, if any, who may be designated by the Board to fill the vacancy. As of the date of this proxy statement, the Board is not aware that any nominee is unable or will decline to serve as a director. The following provides information regarding the business experience and qualifications of each of the nominees:

  3. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Deep expertise gained while holding senior leadership roles at The Coca-Cola Company and Honey Baked Ham Company, playing a key role in financial strategy and planning decisions. •Business Development and Marketing: As President of the Minute Maid Business Unit and Chief Retail Sales Officer at Coca-Cola, oversaw strategy and activities for Marketing and Development teams. •Accounting and Auditing: Significant experience acquired in executive leadership roles, resulting in expertise in accounting and auditing standards. •Executive Leadership: Held various market-facing leadership roles in domestic and global organizations, including The Coca-Cola Company and Honey Baked Ham Company. •International: Extensive experience leading business units with international operations, including board role with Coca-Cola FEMSA. •Consumer and Retail: Spent over 30 years leading consumer product companies and retail, including at The Coca-Cola Company and Honey Baked Ham Company, where his efforts led to significant business growth and market expansion. Career Highlights: •Chief Executive Officer, The Honey Baked Ham Company, LLC (since 2021) •The Coca-Cola Company (“TCCC”)(2002 – 2020) •Group President, Coca-Cola North America, Senior Vice President TCCC (2018 – 2020) •President, Minute Maid Business Unit Coca-Cola North America (May 2017 – December 2017) •Chief Retail Sales Officer, U.S. Operations, Coca-Cola North America (2014 – 2017) •SVP National Sales/President Global Customer/VP Marketing/VP Operations/GD Sports Marketing (2002 – 2014) •Various account management, marketing and bottler franchise leadership roles with Coca-Cola USA (1988 – 1999) Other Public Company Boards: •Monster Beverage Corporation (since 2020) •Coca-Cola FEMSA, S.A.B. de C.V. (2020 – 2023) Education: •Emory University – Goizueta Business School (MBA) •University of Georgia – Terry College of Business (BBA) | | James L. Dinkins Chief Executive Officer, The Honey Baked Ham Company Independent Director since: 2025 Committees: •Audit Age: 62 | |

  4. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Casual Dining: Brings over 30 years of leadership experience in restaurant industry, including direct operational oversight of Olive Garden and LongHorn Steakhouse. Deeply familiar with unique aspects of casual dining consumer landscape and value creation opportunities with proven record of driving growth and profitability. •Executive Leadership: As COO of Darden Restaurants, helped identify and drive significant operational and organizational turnaround initiatives at company during his tenure. Career Highlights: •Darden Restaurants (2007 – 2020) •EVP, COO (2018 – 2020) •EVP, Darden (2016 – 2018) •President, Olive Garden (2013 – 2018) •Rare Hospitality International Inc. (1998 – 2013) (acquired by Darden Restaurants in 2007) •President, LongHorn Steakhouse (2003 – 2013) •SVP of Operations, LongHorn Steakhouse (2001 – 2003) •VP of Operations, The Capital Grille (2000 – 2001) •Regional VP of Operations North, LongHorn Steakhouse (1998 – 2000) Education: •BS, Hotel and Restaurant Management, Michigan State University | | David George Retired Chief Operating Officer, Darden Restaurants Independent Director since: 2024 Committees: •Operating (Chair) •Compensation Age: 69 | |

  5. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Deep expertise gained while at Ernst & Young LLP. Advised companies on the finance, accounting and reporting impacts of their business transformations, including mergers and acquisitions, dispositions and IT systems, and regularly collaborated with their merchandising and operations personnel in addressing the financial implications of their operational initiatives. •Accounting and Auditing: Significant experience acquired as the lead audit partner for consumer businesses, resulting in expertise in accounting and auditing standards. •Risk Management: Proven expert in risk management and compliance standards while advising multiple public companies at Ernst & Young LLP. •Executive Leadership: Held various market-facing leadership roles in Ernst & Young LLP’s Consumer sector during last 20 years of tenure and served as Managing Partner of the Columbus office for five years, overseeing client engagement and quality reviews in addition to personnel and staffing management, training and thought leadership. •Consumer and Retail: Spent nearly 40 years in various audit and assurance positions, focusing on all sectors of consumer products and retail. •ESG: Advised companies on environmental, social and corporate governance (“ESG”) assessments, reporting and governance frameworks. Career Highlights: •Ernst & Young LLP (1984 – 2021) •Senior Partner, Financial Accounting Advisory Services (2015 – 2021) •Various audit and assurance positions (1984 – 2015) Education: •BA, Accounting and Business Management, University of St. Thomas •Certified Public Accountant | | Julie Kunkel Former Senior Partner, Financial Accounting Advisory Services, Ernst & Young LLP Independent Director since: 2022 Committees: •Audit (Chair) Age: 62 | |

  6. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Cybersecurity: As EVP and Chief Information Officer at Saia, Inc., a public logistics company, leads data privacy and NIST-based cybersecurity programs through training, process changes and technology. •Information Technology and Digital: Deep technology acumen and proven track record transforming IT systems and cultures and ensuring IT solutions and data-driven decisions become competitive tools to enable and advance an organization’s strategic objectives. Significant experience in designing and implementing solutions focused on the customer experience, productivity and asset utilization. •Logistics and Supply Chain: In current role at a public logistics company, leads IT teams to develop and deliver enterprise-wide solutions. Co-developed modern machine learning-based decision support and real-time traffic routing applications to replace legacy supply chain planning and city delivery solutions. While at The Coca-Cola Company, held advisory and governance roles with franchise bottler boards and helped implement end-to-end ERP solutions, including order-to-cash, forecasting, manufacturing, warehousing and route planning. Prior to that, led ERP value realization engagements at mid-market and global companies across multiple industries as CEO and Founder of AceTrack, Inc., a boutique consultancy. •Executive Leadership: Proven leader at a publicly-traded company, having enacted transformative change and delivered impressive financial results, operating margin improvements and debt reduction. •Business Development and Marketing: Extensive business development experience having founded and led AceTrack, Inc., including overseeing a multi-million dollar RFP to select a managed service provider for The Coca-Cola Company. In addition, six years of software sales and business development experience as a sales manager and sales executive at QAD. •Consumer and Retail: Through a nine-year tenure at The Coca-Cola Company, gained expertise in consumer product sales and manufacturing. Oversaw the rollout of solutions for Trade Promotion Management, mobile sales force and Direct Store Delivery to convenience stores. •Innovation and Culture: At Saia, Inc., transformed IT culture and technology to enable business growth through digital innovation. At The Coca-Cola Company, introduced customer-centric innovative solutions for better product ordering and sales force automation. Career Highlights: •Executive Vice President and Chief Information Officer, Saia, Inc. (since 2017) •The Coca-Cola Company / CONA (Coke One North America) (2008 – 2017) •Director, Enterprise Architecture, CONA Services (2016 – 2017) •Director of Technology Strategy, CONA (2013 – 2016) •Director of Application Development and Infrastructure (2008 – 2013) •CEO and Founder, AceTrack, Inc. (2000 – 2008) •Sales Manager, Sales Executive, Consultant and Application Developer, QAD (1989 – 1998) Education: •BS, Chemical Engineering, Indian Institute of Technology | | Rohit Lal Executive Vice President and Chief Information Officer, Saia, Inc. Independent Director since: 2023 Committees: •Audit Age: 64 | |

  7. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: Proven strategic and operational leadership capabilities having held multiple broad-based roles at Google, including current role leading the Americas for YouTube, Visible World (now owned by Comcast), where she was President and developed the Company into a leading technology platform for addressable video advertising, and McKinsey & Company, where she helped lead the Global Media & Entertainment and Sales & Marketing practices. •Business Development and Marketing: Has more than 25 years of digital media sales and marketing experience, including tenure as Managing Director of Ads Marketing at Google, during which time she led Google’s communications and market development for clients and partners across products worldwide. Additionally, she was an advisor to CROs and CMOs throughout her tenure at McKinsey & Company and helped develop key thought leadership for the firm. •Consumer and Retail: Deep understanding of evolving consumer interests and behavior based on 13 years at Google and YouTube, including leadership of initiatives driving retail media and e-commerce solutions. Regular advisor to CMOs and CEOs on best practices to drive consumer results across the purchase funnel. •Information Technology and Digital: Significant digital transformation expertise from her roles at Visible World and Google, ranging from sales and marketing to operations and culture. •Innovation and Culture: Writes and speaks frequently as a C-suite advisor on how to step-change innovation and culture to succeed in a rapidly evolving landscape. •Human Resources and Talent Management: Led numerous talent management initiatives at McKinsey & Company, Visible World and Google to improve recruiting, performance management, employee engagement, and diversity and inclusion. Career Highlights: •Google (since 2011) •Vice President, Americas, YouTube (since 2021) •Vice President, Agency and Brand Solutions (2017 – 2021) •Vice President, Agency Solutions (2014 – 2017) •Managing Director, Ads Marketing (2011 – 2014) •President, Visible World (2005 – 2011) •Associate Partner, McKinsey & Company (1999 – 2005) Other Public Company Boards: •Braze, Inc. (since 2020) Education: •BA, Economics, Harvard University •MBA, Harvard Business School | | Tara Walpert Levy Vice President, Americas, YouTube Independent Director since: 2013 Committees: •Compensation Age: 51 | |

  8. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Accomplished financial executive with large-cap public company experience. Gained substantial expertise in corporate finance, financial reporting and financial management from executive roles at Staples, Inc., experience as a Director for various public companies, and career as a certified public accountant and Partner at Ernst & Young LLP. •Accounting and Auditing: Significant knowledge of auditing, accounting, governance and executive compensation through his 20-year career at Ernst & Young LLP and 15-year tenure as CFO of Staples, Inc. •Risk Management: Gained expertise in risk management advising companies on appropriate controls during tenure at Ernst & Young LLP in addition to overseeing IT protocols and initiatives through role as Chief Administrative Officer at Staples, Inc. •Executive Leadership: Over 45 years in leadership and management roles of increasing responsibility. •Consumer and Retail: 35+ years of extensive experience during service in various roles at Staples, Inc., a multinational office supply retailer, as well as service on several retail public company boards including Chico’s FAS, Burlington Stores, Inc., and The Michael’s Companies, Inc. •International: Through role as Chief Administrative Officer at Staples, Inc., helped oversee the Company’s international operations. •Human Resources and Talent Management: Experience overseeing the human resources initiatives of public companies as Chair of Chico’s Human Resources, Compensation and Benefits Committee and previously as Chair of Burlington’s Compensation Committee. Career Highlights: •Staples, Inc. (1996 – 2012) •Vice Chairman (2006 – 2012) •CFO (1996 – 2012) •Chief Administrative Officer (1997 – 2006) •Executive Vice President (1996 – 2006) •Partner, Ernst & Young LLP, holding roles in its National Office Accounting and Auditing groups (1975 – 1996) Other Public Company Boards: •Chico's FAS (2007 – 2024) •Burlington Stores, Inc. (since 2013, appointed Chair in 2020) •The Michael’s Companies, Inc. (2013 – 2023 (privately owned since 2021)) •Zipcar, Inc. (2010 – 2012) Education: •BA, English, College of the Holy Cross •MBA, Northeastern University •Certified Public Accountant | | John J. Mahoney Former Chief Financial Officer and Retired Vice Chairman, Staples, Inc. Independent Director since: 2012 Committees: •Nominating and Corporate Governance (Chair) •Operating Age: 73 | |

  9. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Extensive expertise in financial planning and analysis, including current position as CFO of Urban Outfitters, Inc. where she oversees finance, accounting, tax, business development and strategy and loss prevention. •Accounting and Auditing: Significant knowledge of financial reporting, accounting and auditing through nearly two decades of experience in financial roles at publicly traded companies. •Executive Leadership: Served in key leadership roles in finance organizations at large public companies, including General Motors, Campbell Soup Company and currently Urban Outfitters, Inc. •Business Development and Marketing: Serving in various roles at Urban Outfitters, Inc. concentrating on financial planning and business analysis, long-range planning and business development for the company’s global consumer brands including Urban Outfitters, Anthropologie, Free People, BHLDN, Terrain, Menus & Venues and Nuuly. •Consumer and Retail: Over 27 years in roles of increasing responsibility at major retail and consumer products organizations driving top line growth and financial returns, including several in the food and beverage sector. Career Highlights: •Urban Outfitters, Inc. (since 2013) •CFO (since 2020) •Executive Director, Corporate Development & Finance (2013 – 2020) •Various financial roles including Assistant Treasurer, Campbell Soup Company (2004 – 2013) •North America Finance Director, Godiva Chocolatier (2000 – 2004) •Manager, Finance, General Motors (1996 – 2000) Education: •BS, Accounting and Decision Sciences, The Wharton School of the University of Pennsylvania •MBA, Finance, The Wharton School of the University of Pennsylvania | | Melanie Marein-Efron Chief Financial Officer, Urban Outfitters, Inc. Independent Director since: 2022 Committees: •Compensation (Chair) Age: 55 | |

  10. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: Leadership roles over the majority of career have had significant focus on all aspects of operations, including sales, merchandising, marketing, supply chain management, services and new business initiatives. •Business Development and Marketing: Expertise in digital marketing over 35+ year career including various roles at Best Buy Co. leading merchandising and marketing efforts. At Best Buy Co., gained additional significant business development experience through the launch of partnerships with leading consumer brands to create the within-store Magnolia and Pacific Kitchen & Home concepts and leading the evolution of Best Buy’s private-label, fitness devices and connected home products. •Logistics and Supply Chain: Significant experience through close involvement in vendor engagement throughout tenure at Best Buy Co., assisting with negotiating master agreements and pricing for billions of dollars of goods purchased from vendors each year. As Chief Operating Officer, directly oversaw the logistics and distribution teams, including the massive upgrade in automated technology in the distribution centers. •Real Estate: Experience directly managing large real estate portfolios, including leading Best Buy Co.’s real estate committee and directly overseeing its real estate, capital and maintenance planning for new stores, renovations, relocations and vacated locations involving ~200 real estate transactions per year. •Consumer and Retail: An extensive career at large retail companies including Best Buy Co. and Good Guys, an audio-video specialty retailer that operated 79 stores in the western United States. •Human Resources and Talent Management: As Chief Operating Officer of Best Buy Co., led complete overhaul in operating model of the Company’s 5,000+ corporate roles to support talent and development plans and had deep involvement in all decisions related to compensation, job grades and benefits for Company’s ~100,000 global employees. •Information Technology and Digital: Proven ability to advance consumer-facing digital strategy having directly overseen Best Buy Co.’s ecommerce platform as Chief Operating Officer, including all aspects of development, product release and specific online customer demand generation. Career Highlights: •Interim CEO, Petco Health and Wellness Company (March 2024 – July 2024) •Best Buy Co. (2004 – 2021) •President and Chief Operating Officer (2019 – 2021) •Chief Operating Officer, U.S. Business (2018 – 2019) •Senior Executive Vice President and Chief Merchandising and Marketing Officer (2014 – 2018) •Senior Vice President and President of the Home Business Group (2013 – 2014) •Senior Vice President of Merchandising (2008 – 2013) •Vice President and General Merchandise Manager (2004 – 2007) •Good Guys (1997 – 2004) •Vice President and General Merchandise Manager (2002 – 2004) •Senior Category Management (1997 – 2002) •Various positions, Future Shop (1988 - 1997) Other Public Company Boards: •Vizio Holding Corp. (2023 – 2024) •Petco Health and Wellness Company, Inc. (since 2021) –Lead Independent Director (2021 – 2024) Education: •Engineering and Commerce, University of Calgary | | R. Michael Mohan Chairman of the Board Former President and Chief Operating Officer, Best Buy Co. Independent Director since: 2017 Chairman since: 2023 Committees: •Compensation •Nominating and Corporate Governance •Operating Age: 57 | |

  11. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Finance: Brings valuable financial and investment acumen as a Partner at Starboard Value. In previous roles at Casablanca Capital, Mill Road Capital and Prentice Capital Management, gained expertise evaluating and executing opportunities for long-term investments to drive growth and profitability. •Executive Leadership: As a Partner at Starboard Value, actively engages with management teams and boards of directors of publicly traded U.S. companies to identify and execute on opportunities to unlock value for the benefit of shareholders. •Casual Dining: Helped lead prior Starboard investments in Darden Restaurants and Papa John’s with a focus on driving operational improvements. •Real Estate: Gained experience advising companies in managing large or complex real estate footprints, including at Darden through REIT spin to create Four Corners Property Trust. •ESG: Brings expertise in key corporate governance matters and sustainability initiatives to inform best-in-class processes, including through prior role as member of Acacia Research Corporation’s Board of Directors and service on its Nominating, Governance & Sustainability Committee. Career Highlights: •Partner, Starboard Value LP (since 2011) •Investment Analyst, Casablanca Capital (2010 – 2011) •Investment Analyst, Mill Road Capital (2009 – 2010) •Investment Analyst, Prentice Capital Management (2006 – 2009) •Investment Banking Analyst, Rothschild Inc. (2004 – 2006) Other Public Company Boards: •Acacia Research Corporation (2019 – 2024) Education: •AB, Philosophy, Princeton University •MBA, Columbia Business School | | Jonathan Sagal Partner, Starboard Value LP Independent Director since: 2024 Committees: •Nominating and Corporate Governance •Operating Age: 43 | |

  12. Nominees for Election at this Annual Meeting

    | | Key Skills and Experience: •Executive Leadership: As the CEO of Bloomin’ Brands since 2024, responsible for developing and executing the Company’s long-term objectives, growth strategies and initiatives for its portfolio of casual and fine-dining brands. Previously served as Executive Vice President and COO at Delta Air Lines, CEO and President of Six Flags Entertainment, and CEO PepsiCo, Asia Middle East North Africa, building deep public company executive experience in these roles. •International: Strong international experience earned as President Greater China, CEO of Asia, Middle East and North Africa sector for PepsiCo and Vice President Country Manager Turkey for the Pepsi Bottling Group. •Business Development and Marketing: Considerable experience in areas of consumer and food service marketing and media campaigns, as well as brand development, commercialization and innovation, gained as President and CEO Six Flags Entertainment and in various roles with PepsiCo including as President Greater China and CEO of Asia, Middle East and North Africa sector, and Senior Vice President GM West Business Unit, Vice President – Retail NE Business Unit, and Vice President Retail and Food Service Sales Pepsi Bottling Group. •Consumer and Retail: Extensive experience in consumer/guest insights, business development, category management and consumer product journey as PepsiCo’s Chief Customer Officer for N. America Beverages, and Pepsi Bottling Group’s Vice President Retail and Food Service Sales. •Innovation and Culture: Comprehensive knowledge of organizational, gender/ethnicity training, cultural transformation, performance management, succession planning and recruitment obtained from working on frontlines to the boardroom, including graduate work at University of Pennsylvania and as President and CEO of Greater China for PepsiCo. Career Highlights: •Chief Executive Officer, Bloomin’ Brands (since 2024) •Executive Vice President and Chief Operating Officer, Delta Air Lines, Inc. (2023 – 2024) •President and Chief Executive Officer, Six Flags Entertainment Corporation (2019 – 2021) •PepsiCo, Inc. (2014 – 2019) •Chief Executive Officer, Asia, Middle East and North Africa (2017 – 2019) •President and Chief Executive Officer, Shanghai, China (2014 – 2017) •Various roles, including Chief Customer Officer, PepsiCo, Pepsi Beverages Company (2009 – 2014) •Various senior leadership roles, The Pepsi Bottling Group (1998 – 2009) Other Public Company Boards: •Casey’s General Stores, Inc. (since 2022) Education and Military Service: •MS, Organizational Behavior, University of Pennsylvania •BS, History, United States Naval Academy •USMC Veteran (1987 – 1993) | | Michael Spanos Chief Executive Officer, Bloomin’ Brands Director since: 2024 Age: 60 | |

  13. Nominees for Election at this Annual Meeting

    The Board of Directors recommends that stockholders vote FOR each of the nominees to the Board.

  14. Director Compensation

    Director Compensation Our Compensation Committee periodically reviews the competitiveness of our Board of Directors Compensation Plan applicable to non-employee directors. Directors who are also our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Board of Directors Compensation Plan are issued from our stockholder-approved equity compensation plan in effect at the time of award (currently the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan) and pursuant to which we are authorized to grant shares of our common stock and share-based awards to directors. Based on the results of a competitive analysis, supported by the Compensation Committee’s independent compensation consultant Frederic W. Cook & Co. (“FW Cook”), the Compensation Committee approved a $25,000 increase to the Non-Executive Chair’s current annual cash retainer (outlined below); and approved a $20,000 increase to the annual grant for the Non-Executive Chair, with such increases effective starting with the 2024 annual Board member grants. These increases were made to maintain competitiveness of our directors’ compensation levels relative to our peer group. Annual Board member grants vest in full on the date of the first annual meeting of stockholders following the grant date, which aligns the grants with the Director’s one-year elected term (expiring at the next annual stockholders’ meeting). The Board of Directors Compensation Plan for fiscal year 2024, which has been in effect since August 7, 2013 and was last amended April 22, 2024, includes the following compensation components for services rendered by our non-employee directors effective April 22, 2024: •Annual cash retainer of $95,000 •Additional annual cash retainer of $85,000 for serving as non-executive Chairman •Additional annual cash retainer of $50,000 for serving as the Lead Independent Director, if applicable •Additional annual cash retainer of $30,000 for serving as chair and $15,000 for serving as a member (other than the chair) of the Audit Committee •Additional annual cash retainer of $30,000 for serving as chair and $12,500 for serving as a member (other than the chair) of the Compensation Committee •Additional annual cash retainer of $30,000 for serving as chair and $10,000 for serving as a member (other than the chair) of the Nominating and Corporate Governance Committee •Additional annual cash retainer of $30,000 for serving as chair and $10,000 for serving as a member (other than the chair) of the Operating Committee •Annual grant of Bloomin’ Brands restricted stock units (“RSUs”) having a fair market value, based on the closing price of the underlying common stock, of $155,000 (or $240,000 for the non-executive Chairman) on the date of our annual meeting of stockholders, which awards will vest in full on the date of the first annual meeting of stockholders following the grant date as explained above. If a non-employee director is elected at any time other than at our annual meeting of stockholders, such director will receive an initial grant of restricted stock units having a fair market value, based on the closing price of the underlying common stock on the grant date, of $155,000 on the date of the first full Board of Directors meeting (regular or special) that such director attends, prorated for the number of months that such director will serve on the Board from and including the month of the director’s first Board meeting as a director through the month of our next annual meeting of stockholders, rounded to the nearest $100 and vesting in full at the first annual meeting of stockholders following the grant date. The Board of Directors adopted a Stock Ownership Guidelines Policy for directors, executive officers and members of our executive leadership team. Mr. Spanos and all non-employee directors are required to accumulate shares of our common stock through direct purchases or retention of equity incentives (the “Stock Ownership Requirement”) equal to six times base salary for Mr. Spanos, and five times the annual retainer for all non-employee directors. The Stock Ownership Requirement must be met by the later of December 17, 2019 or the fifth anniversary of the director’s or executive officer’s initial election or appointment, as applicable. Mr. Spanos and all non-employee Directors have met their ownership requirement or are on track to meet their requirement before their respective deadlines. The following table summarizes the amounts earned and paid to non-employee directors during fiscal year 2024:

  15. Director Compensation

    | | FEES EARNED OR PAID IN CASH | STOCK AWARDS (1) | OTHER COMPENSATION | TOTAL | | NAME | ($) | ($) | ($) | ($) | | David R. Fitzjohn (2) | 26,250 | — | — | 26,250 | | David George (3) | 127,974 | 193,830 | — | 321,804 | | Lawrence V. Jackson | 128,817 | 155,023 | — | 283,840 | | Julie Kunkel | 120,343 | 155,023 | — | 275,366 | | Rohit Lal | 111,957 | 155,023 | — | 266,980 | | Tara Walpert Levy | 115,215 | 155,023 | — | 270,238 | | John J. Mahoney | 131,923 | 155,023 | — | 286,946 | | Melanie Marein-Efron | 119,567 | 155,023 | — | 274,590 | | R. Michael Mohan | 206,948 | 240,008 | — | 446,956 | | Jonathan Sagal (3) | 111,635 | 193,830 | — | 305,465 |

  16. Director Compensation

    __________________ (1)Represents RSUs, which vest in full on the date of the first annual meeting of stockholders following the grant date. The amounts represent the full aggregate grant date fair values computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair market value based on the closing price of the underlying common stock is $155,000 for all directors other than Mr. Mohan and $240,000 for Mr. Mohan. Mr. George and Mr. Sagal received a prorated grant upon joining the Board in January 2024. As of December 29, 2024, the non-employee directors listed above held the following aggregate number of unvested RSUs: Mr. Fitzjohn, 0 shares; Mr. George, 5,881 shares; Mr. Jackson, 5,881 shares; Ms. Kunkel, 5,881 shares; Mr. Lal 5,881 shares; Ms. Levy, 5,881 shares; Mr. Mahoney, 5,881 shares; Ms. Marein-Efron, 5,881 shares; Mr. Mohan, 9,105 shares; and Mr. Sagal, 5,881 shares. (2)Mr. Fitzjohn’s term as a independent director ended as of the 2024 annual meeting, and he did not stand for re-election. His decision was not a result of any disagreement with the Company. (3)Mr. George and Mr. Sagal joined the Board in January 2024.

  17. General

    | • | Limit on Maximum Awards for Non-Employee Directors. In a single fiscal year, a non-employee Director of the Company, other than a non-executive chairperson, may not be granted awards having a grant date Fair Market Value, together with any cash fees paid for services rendered for such year as a non-employee Director, that would be in excess of $500,000 in total value. |

  18. Compensation Discussion and Analysis

    __________________ (1)On May 2, 2024, David J. Deno informed the Board of Directors of his intention to retire from his role as Chief Executive Officer and as a member of the Board. Michael L. Spanos joined the Company as Chief Executive Officer on September 3, 2024. Mr. Deno remained with the Company until December 31, 2024, to assist Mr. Spanos with the transition. (2)On February 20, 2024, Christopher A. Meyer informed the Board of his intention to retire from his role as Chief Financial Officer during 2024. Mr. Meyer remained in the role until W. Michael Healy was appointed as Chief Financial Officer on April 2, 2024. (3)On December 31, 2024, the Company filed a Form 8-K announcing it had entered into a strategic partnership with Vinci Partners in conjunction with sale of majority interest in the Company’s Brazil operations. Mr. Berenstein, in accordance with the new strategic partnership, accepted the role of Chief Executive Officer of Bold Hospitality, in which the Company has a minority interest, and his employment with the Company terminated as of December 30, 2024. Navigating Market Headwinds While Focused on Operational Excellence and Future Leadership: Bloomin’ Brands continued to focus on its strategy and execution within a challenging industry backdrop. Fiscal 2024 reflected a year where despite our tremendous efforts, we fell short of our ambitious goals for 2024 related to total adjusted revenue and adjusted operating income, as further evidence of the rigorous standards our executive team and Compensation Committee measure Bloomin’ Brands against. However, 2024 also held several critical events that will set us up for long-term success. Our Board of Directors approved leadership changes including a new Chief Executive Officer in Michael L. “Mike” Spanos and a new Chief Financial Officer in W. Michael Healy. Mr. Spanos is an accomplished strategist, operations and cultural leader, and our Board believes that his experience operating complex, multi-unit businesses will benefit our iconic, founder-inspired brands. Additionally, the Company entered into a strategic partnership with Vinci Partners as the majority owner of our Brazil operations, and we are excited to have them as our partner to grow the Brazil business in the future. This transaction will allow us to simplify and focus on our domestic operations. And strategic work is underway at Outback Steakhouse focused on improving traffic trends and operational execution. Bloomin’ Brands is a portfolio of iconic brands, and by focusing on the core of our brands and operational excellence, we have a long runway ahead. Alignment with Our Stockholders – Payouts Under Our Incentive Programs: Bloomin’ Brands has a pay-for-performance philosophy for executive compensation and performance-based compensation tied to specific financial and strategic initiatives. For 2024, the Compensation Committee set rigorous goals for both revenue and profitability under the annual plan (adjusted revenue and adjusted operating income performance, respectively). We fell short of these targets largely due to industry headwinds and an inflationary environment. Over the three-year period, the Company fell short of EPS and total shareholder return targets. Highlighted in the charts below are our results compared to the goals we set and the corresponding payout levels under our annual and long-term incentive plans, which were 28% of target and 0% of target, respectively. While we do not like to see our Company fall short of the rigorous targets we set each year, the 2024 year-end payouts for our executive team under both the short- and long-term incentive plans which were meaningfully below-target provide further evidence that the compensation program is working as intended and there is alignment with our shareholders’ experience.

  19. Compensation Discussion and Analysis

    | Short-Term Incentive Plan Payout: 28% of Target | Long-Term Incentive Plan Payout: 0% of Target |

  20. Compensation Discussion and Analysis

    _______________ (1)See Appendix B for a reconciliation of the Adjusted Revenue and Adjusted Operating Income calculation for the 2024 STIP and a reconciliation of 2024 Adjusted EPS. (2)See “Compensation Program Structure – Performance-Based Long-Term Incentive Program – Vesting of 2022 PSU Award” below. 2024 Say-On-Pay and Company Response: At the 2024 Annual Meeting, the Company received 97.4% stockholder support for our “say-on-pay” proposal. We believe this strong support from our stockholders indicates satisfaction with our compensation programs. The Compensation Committee remains receptive to stockholder feedback as an integral part of administering compensation over time. Overview of Key Executive Compensation Actions Incentive Plan Design Changes to the 2024 Short-Term Incentive Plan (“STIP”): At the beginning of 2024, the Compensation Committee (the “Committee”) selected specific levels of adjusted revenue (50%) and adjusted operating income (50%) as the performance objectives for the 2024 STIP. This reflects a change from the prior year design of 50% relative same store sales compared to industry and 50% adjusted operating income. The payout opportunity remains the same and provides a range of 0% to 200% of target for the NEOs. 2024 Organizational Changes: Compensation related to CEO New Hire On August 21, 2024, the Board of Directors appointed Michael L. Spanos to serve as a director and Chief Executive Officer, effective September 3, 2024. The Company and Mr. Spanos entered into an Employment Agreement, effective September 3, 2024, under which Mr. Spanos’ base salary was set at $1,000,000 and his annual target bonus was set at 175% of base salary (prorated effective September 3, 2024), and he received a one-time make-whole restricted stock unit (“RSU”) award under the Plan having an aggregate target grant date fair market value of $1,500,000, to replace forfeited equity from Mr. Spanos’ previous employer (his “Transition Award”), and a one-time inducement RSU award under the Plan having an aggregate target grant date fair market value of $1,000,000 (his “Inducement Award”), with both the Transition Award and the Inducement Award vesting ratably over three years. In granting the Inducement Award, the Compensation Committee’s rationale was to stake Mr. Spanos immediately with unvested equity in Bloomin’ Brands, increase retention hold, and to further align his economic interests with those of our shareholders. In addition, he received a cash signing bonus in the amount of $500,000, a relocation payment in the amount of $500,000, and reimbursement of his employment attorney fees up to $25,000. Beginning in 2025, the target value of his annual equity award under the Plan will be $6,000,000. Details regarding Mr. Spanos’ compensation related to any separation for reasons other than Cause or termination of employment for Good Reason can be found under the heading, “Potential Payments Upon Termination or Change in Control”. Compensation Related to CFO Appointment On April 2, 2024, the Board of Directors, appointed W. Michael Healy to serve as Executive Vice President and Chief Financial Officer, effective April 1, 2024. Mr. Healy’s offer letter provided for a base salary of $550,000, an annual target bonus of 85% of base salary (each pro-rated effective April 1, 2024), and an annual target equity award having a value of $750,000. Adoption of Severance Pay Plan and Other Actions: Effective October 21, 2024, the Compensation Committee approved the Amended and Restated Severance Pay Plan (the “Severance Pay Plan”), which applies to executive officers, including the NEOs employed as of such date, other than the CEO (each, a “participant”). The Severance Pay Plan provides the participants with protection for loss of salary and benefits in the event of certain involuntary terminations of employment from the Company, in order to assist the Company in retaining an intact senior management team. Receipt of severance benefits are subject to the participant’s execution of a release of any claims against the Company and agreement with restrictive covenants, including covenants not to compete or solicit, along with other customary terms and conditions. See “Termination and Change in Control Benefits” and “Potential Payments Upon Termination or Change in Control” below for additional information. 2025 Compensation Decisions: The Compensation Committee reviews the NEO compensation arrangements annually and benchmarks executive compensation packages against the peer group market data each year to determine whether adjustments are needed to better align executive pay to our compensation philosophy. At the February 2025 meeting, Ms. Lefferts received a market adjustment of $200,000 to her long-term incentive target resulting in a new target of $750,000. Beginning with the 2025 annual grant, the LTIP award mix of performance share units (“PSU”) and RSU will be adjusted from the current two-thirds PSU and one-third RSU to a composition of 50% PSU and 50% RSU to better align with the industry standards. Additionally, the PSU performance metrics will change from an earnings per share target with a total shareholder return modifier, to a blend of 50% earnings per share target and 50% free cash flow conversion target. Executive Compensation Program Philosophy & Principles Compensation Program Objectives: Our compensation program objectives and methods of achieving them are summarized below:

  21. Compensation Discussion and Analysis

    | OBJECTIVES | | HOW WE MEET OBJECTIVES | | Attract and retain talented executives | • | Provide a competitive total compensation package by taking into account base salary, performance incentives and benefits | | Motivate and reward executives | • | Provide a significant portion of each executive’s target total compensation in the form of equity compensation | | | • | Balance incentives between equity-based and cash-based compensation to support a high-performing culture | | Provide a competitive compensation package | • | Benchmark our compensation against competitors and peer group | | | • | Target competitive positioning to align with industry | | Ensure internal equity among executives | • | Adjust compensation based on review of job responsibilities and individual performance in addition to market data | | Align management and stockholder interests | • | Provide compensation based on short-term and long-term performance objectives | | Pay for performance | • | Provide the majority of executive pay in variable, “at-risk” incentive awards - approximately 88.6% and 67.2% of targeted compensation in 2024 for our CEO and other NEOs, respectively, to ensure that realized pay is tied to attainment of significant short-term and long-term operating goals |

  22. Compensation Discussion and Analysis

    | | WHAT WE DO | | WHAT WE DO NOT DO | | • | Design an executive compensation program to mitigate undue risk and conduct annual reviews to assess risk of our compensation programs | • | Permit executives and directors to hold our stock in a margin account, pledge our stock as collateral for loans or engage in speculative transactions involving our stock, including hedging | | • | Award annual incentive compensation subject to achievement of objective and pre-established performance goals tied to operational and strategic objectives | • | Perform stock option re-pricing without stockholder approval | | • | Benchmark executive officer compensation around the market median on all elements of target compensation against a relevant peer group | • | Provide cash buyouts for underwater stock options or stock appreciation rights without stockholder approval | | • | Include double trigger change in control vesting provisions for equity awards | • | Provide cash compensation upon death or disability | | • | Engage an independent compensation consultant that reports directly to the Compensation Committee | • | Pay dividends on any unvested stock options, stock appreciation rights, restricted stock units or unearned performance-based equity awards | | • | Use a compensation recovery (“clawback”) policy for the CEO, certain officers and other key employees that applies to cash and equity compensation | • | Provide excise tax gross-ups upon change in control | | • | Require stock ownership and retention values that align the interests of our executive officers and other key employees with the long-term interests of our stockholders | • | Provide excessive perquisites |

  23. Compensation Discussion and Analysis

    | | COMPENSATION ELEMENT | DESCRIPTION | | Primary Elements | Base salary | Fixed cash compensation designed to provide appropriate, Competitive Market (defined below)-based predictable compensation | | | | Determined and reviewed annually by the Compensation Committee with input from the compensation consultant, CEO (for other officers) and the Company’s human resources management | | | Performance-based cash incentives | Variable cash compensation based on pre-established performance goals measured against Compensation Committee-approved annual targets and individual performance | | | | Target values informed by Competitive Market data | | | Long-term equity incentive awards | Variable compensation granted in the form of PSUs (two-thirds) and RSUs (one-third) | | | | PSUs cliff vest after three years based on achievement of performance goals | | | | RSUs generally vest ratably over three years | | | | Target values informed by Competitive Market data | | Secondary Benefits | Other benefits and perquisites | Medical, dental and vision insurance coverage, as well as life insurance and disability protection | | | | Deferred compensation plan to allow efficient personal tax planning | | | | Executive physicals | | | | Relocation assistance for certain newly-hired executives | | | Change in control and termination benefits | Provides the CEO, NEOs and other Company executives benefits payable upon specified employment termination events as described in both the Severance Pay Plan and Change in Control Policy, employment agreement or offer of employment |

  24. Compensation Discussion and Analysis

    | NAMED EXECUTIVE OFFICER | 2024 ANNUAL PERFORMANCE-BASED CASH INCENTIVE TARGET, AS A PERCENTAGE OF BASE SALARY | CHANGE FROM 2023 AS A PERCENTAGE OF BASE SALARY | | Mr. Spanos (1) | 175% | N/A | | Mr. Healy | 85% | —% | | Mr. Berenstein | 100% | —% | | Mr. Graff | 85% | —% | | Ms. Lefferts | 85% | —% | | Mr. Deno (2) | 150% | —% | | Mr. Meyer | 120% | —% | | Ms. Isaacs | 70% | —% | | Mr. Scarlett (3) | N/A | N/A |

  25. Compensation Discussion and Analysis

    | NAMED EXECUTIVE OFFICER | STIP PERFORMANCE PAYOUT (1) | ACHIEVEMENT AS % OF STIP TARGET | | Mr. Spanos (2) | $158,846 | 28% | | Mr. Healy (3) | 124,950 | 28% | | Mr. Berenstein | 140,000 | 28% | | Mr. Graff | 107,100 | 28% | | Ms. Lefferts | 123,760 | 28% | | Mr. Deno (4) | 420,000 | 28% | | Mr. Meyer | — | —% | | Ms. Isaacs | — | —% | | Mr. Scarlett | — | —% |

  26. Compensation Discussion and Analysis

    __________________ (1)STIP payouts reflect the following individual performance factors: Mr. Spanos 100%, Mr. Healy 100%, Mr. Graff 100%, Ms. Lefferts 100%, Mr. Berenstein 100%, Mr. Deno 100%. (2)Payout amount for Mr. Spanos is prorated based on his September 3, 2024 start date. (3)Payout amount for Mr. Healy is prorated due to his salary increase in April 2024. (4)Mr. Deno remained an active employee through the end of the performance year to assist with the transition of his successor and received his 2024 bonus based on company performance. Performance-Based Long-Term Incentive Program: LTI awards are designed to reward participants for achieving the Company’s long-term objectives and creating stockholder value. Additionally, LTI awards serve to retain participants and provide a continuity in leadership. Equity awards have generally been limited to our executive officers and other key employees who are in a position to contribute substantially to our growth and success. 2024 LTI Awards Based on the recommendation of the Compensation Committee, the Board of Directors approved LTI grants in February 2024 to our executive officers under the 2020 Plan consisting of two-thirds of PSUs and one-third of RSUs.

  27. Compensation Discussion and Analysis

    | MEASURE | PERFORMANCE SHARE UNITS (PSUs) | RESTRICTED STOCK UNITS (RSUs) | | WEIGHTING | 2/3 | 1/3 | | PURPOSE | PSUs align our executives with stockholders by encouraging executives to have a longer-term perspective with respect to driving sustainable performance, rather than taking risks for short-term pay-off. | RSUs provide our key executives with meaningful retentive value. | | DESIGN | The 2024 PSUs provide for cliff vesting at the end of the three year performance period (2024-2026), contingent upon meeting performance objectives and continued employment. The number of units earned varies to the extent the performance targets are achieved over the period, ranging from 1% for threshold achievement to 200% for maximum achievement. The PSUs are distributed upon the Compensation Committee certifying that the performance metrics have been attained and making a recommendation of payment that is approved by the Board. | RSUs vest one-third per year over three years. |

  28. Compensation Discussion and Analysis

    For 2024, Annual Adjusted Diluted EPS (“Adjusted EPS”) performance over fiscal years 2024 through 2026 was chosen as the core PSU performance measure in order to continue to encourage executives to successfully balance profit maximization and the efficient use of capital. Additionally, there is a relative total stockholder return (“Relative TSR”) modifier, which can adjust final payouts downward or upward 75% to 125%. In no event can the award payout be above 200%. Relative TSR of the Company will be compared against the S&P 1500 Restaurant Index comprised of casual and fast dining companies. Performance goals for the 2024 PSU award were approved by the Compensation Committee in February 2024. The 2024 PSU award may vest and pay out, if at all, in 2027 based on Adjusted EPS and Relative TSR performance over the three-year performance period. Any payout remains subject to the final certification of the Compensation Committee. Further details of these annual grants are provided below:

  29. Compensation Discussion and Analysis

    | PERFORMANCE MEASURE | PERFORMANCE MEASURES AND TARGETS | | | | | THRESHOLD (1% of shares are earned) | TARGET (100% of shares are earned) | MAXIMUM (200% of shares are earned) | | 2024-2026 Adjusted EPS Performance (1) | $2.23 | $2.66 | $2.97 |

  30. Compensation Discussion and Analysis

    | PERFORMANCE MEASURE | PERFORMANCE MEASURES AND TARGETS | | | | | MINIMUM (Bottom Third of Relative TSR Comparison Group) | TARGET (Middle Third of Relative TSR Comparison Group) | MAXIMUM (Top Third of Relative TSR Comparison Group) | | Relative TSR Performance 2024-2026 | 75% | 100% | 125% |

  31. Compensation Discussion and Analysis

    2024 Retention Program Grants In relation to the CEO transition, the Compensation Committee and the Board of Directors were focused on ensuring the stabilization and retention of key talent, and had the following goals: (i) ensuring leadership continuity in support of the execution of the Company’s strategic plan; (ii) promoting and securing retention in a highly competitive environment for senior executives with the identified executives skills, experience, and track record of strong performance as demonstrated by their contributions to the Company’s strategy, organizational leadership and execution of major initiatives; and (iii) further strengthening the alignment between compensation and long-term value creation for the benefit of stockholders. After careful consideration of these multiple factors, on September 3, 2024, the Committee approved Retention Awards of RSUs with an aggregate grant date value of $500,000 to Mr. Healy, $400,000 to Mr. Berenstein, $400,000 to Ms. Lefferts, and $300,000 to Mr. Graff, under the 2020 Plan. The Retention Awards will vest over a two-year period, subject to the executive’s continued service with the Company during the vesting period. Mr. Graff also received a Retention Award on May 1, 2024 with a grant date value of $400,000. Vesting of 2022 PSU Award LTI grants made in 2022 for the 2022-2024 performance period utilized a cumulative three-year performance period. Adjusted EPS performance, as defined under the Company’s 2022 award agreements was the performance metric for the 2022 PSU award. The Adjusted EPS calculation for LTI purposes is similar to the non-GAAP Adjusted EPS that we use in our presentations with stockholders, which is adjusted to exclude the impact of certain items that are not reflective of ongoing business operations. The following table shows the applicable performance targets under the 2022 PSU award, the actual achievement versus those targets, and the resulting 0% payout:

  32. Compensation Discussion and Analysis

    | PERFORMANCE MEASURE | PERFORMANCE MEASURES AND TARGETS | | | ACTUAL RESULTS | PERCENTAGE OF PSUs EARNED 2022-2024 (2) | | | THRESHOLD (1% of shares are earned) | TARGET (100% of shares are earned) | MAXIMUM (200% of shares are earned) | | | | 2022-2024 Adjusted EPS Performance (1) | $2.45 | $2.98 | $3.63 | $1.65 | —% |

  33. Compensation Discussion and Analysis

    | 2024 COMPENSATION PEER GROUP COMPANIES | | | | Boot Barn Holdings, Inc. | Foot Locker, Inc. | Texas Roadhouse, Inc. | | Brinker International, Inc. | Guess? Inc. | The Cheesecake Factory Incorporated | | Caleres, Inc. | Jack in the Box Inc. | The Wendy’s Company | | Cracker Barrel Old Country Store, Inc. | Kontoor Brands, Inc. | V.F. Corporation | | Darden Restaurants, Inc. | Norwegian Cruise Line Holdings, Ltd. | Williams-Sonoma, Inc. | | Dave & Buster’s Entertainment, Inc. | PVH Corp. | Yum China Holdings, Inc. | | Designer Brands Inc. | Royal Caribbean Cruises Ltd. | YUM! Brands, Inc. | | Dine Brands Global Inc. | Shake Shack Inc. | | | Domino’s Pizza Inc. | Tapestry, Inc. | |

  34. Compensation Discussion and Analysis

    | •Stock Owned (either Directly or Indirectly) •Estimated after-tax value of unvested, time-based RSUs |

  35. Compensation Discussion and Analysis

    While the employee is not in compliance with his or her ownership requirement, the employee must retain 50% of the net after-tax shares received from the vesting or exercise of his or her LTI shares. Notwithstanding this restriction, employees may immediately sell Company stock acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax liability. Insider Trading Policy - Prohibitions on Hedging and Pledging. Under our Insider Trading Policy, our directors and executive officers are prohibited from engaging in short sales or investing in other kinds of hedging transactions or financial instruments that are designed to hedge or offset any decrease in the market value of our securities. In addition, our directors and executive officers are prohibited from holding our securities in a margin account and from pledging our securities as collateral for a loan. Our policy is not intended to prohibit diversification transactions or broad-based index transactions. Other Benefits and Perquisites. The NEOs are each entitled to receive certain perquisites and benefits under the terms of their employment agreements and offers of employment. We believe these benefits are reasonable and consistent with our overall compensation program and better enable us to attract and retain qualified employees for key positions. Such benefits include life insurance, medical insurance and annual physical examinations. The Compensation Committee periodically reviews the levels of perquisites and other benefits provided to the NEOs. We offer a deferred compensation plan for our highly compensated employees who are not eligible to participate in our 401(k) plan. The deferred compensation plan allows highly compensated employees to contribute from 5% to 90% of their base salary and from 5% to 100% of their cash bonus on a pre-tax basis to an investment account consisting of various investment fund options. The plan permits us to make a discretionary contribution to the plan on behalf of an eligible employee periodically; however, we have not made any discretionary contributions to date. In the event of the employee’s termination of employment, the employee is entitled to receive the full balance in the account in a single lump sum or in equal annual installments over a specified period of two to 15 years. If the employee becomes disabled or dies before any deferred amounts are paid out under the plan, we will pay to the employee (or the employee’s beneficiary if applicable) the full balance in the account in a single lump sum. If the employee’s employment terminates due to death or disability after he or she begins receiving payments, the remaining installment payments will be paid in installment payments as such payments come due. The amounts attributable to perquisites and other benefits provided to the NEOs are reflected in the “—Summary Compensation Table” under the heading “All Other Compensation.” Termination and Change in Control Benefits. Each employment agreement and our equity award plans and agreements establish, among other things, the executive’s benefits upon a termination of employment and/or a change in control. For a summary of these arrangements, see “—Potential Payments Upon Termination or Change in Control” below. In addition, the Board of Directors adopted an Executive Change in Control Plan (the “Change in Control Plan”), which entitles executive officers and other key employees to certain severance payments and benefits in the event of a qualifying termination of employment upon or within the 24 months following certain change-in-control events. The payments and benefits will be reduced by the amount of any severance or similar payments or benefits under an employment agreement or other arrangement with us and are subject to the employee’s compliance with non-competition and other restrictive covenants, and the other terms and conditions of the Change in Control Plan. These benefits are described in more detail under “—Potential Payments Upon Termination or Change in Control” below. The Compensation Committee considers these severance and change in control benefits to be an important part of the executive compensation program and consistent with Competitive Market practice. The Compensation Committee believes that providing appropriate severance benefits helps to attract and retain highly-qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with the Company, and by providing income continuity following an unexpected termination. Furthermore, these severance benefits provide the executive officers with a reasonable range of income protection in the event of a qualifying employment termination and, following a change in control, support our executive retention goals and encourage their independence and objectivity in considering potential change-in-control transactions. These arrangements also allow the Company to protect its interests through corresponding confidentiality, non-competition and other restrictive covenants in the event of an executive’s termination. Tax and Accounting Implications: In making decisions about executive compensation, the Compensation Committee took into account certain tax and accounting considerations, including Sections 162(m), 409A and 280G of the Internal Revenue Code. Additionally, we account for stock-based payments in accordance with the requirements of FASB ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). Until 2018, performance-based compensation was exempt from the $1 million tax deductibility limit for compensation paid to covered executives under Internal Revenue Code Section 162(m). Although the Compensation Committee will consider the tax impact of compensation to our covered executives and to the Company when designing our compensation programs, non-deductible compensation will be paid to covered executives when our Compensation Committee determines that providing such compensation is appropriate to attract and retain executive talent or is otherwise in the best interests of the Company. Our Compensation Committee considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  36. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation earned by our NEOs for fiscal 2024:

  37. Summary Compensation Table

    | NAMED EXECUTIVE OFFICER | | SALARY | STOCK AWARDS | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPENSATION | ALL OTHER COMPENSATION | | | | YEAR | (1) | (2) | | (3) | (4) | TOTAL | | Michael L. Spanos | 2024 | $303,846 | $2,500,012 | $— | $158,846 | $1,002,315 | $3,965,019 | | Chief Executive Officer | | | | | | | | | W. Michael Healy | 2024 | 523,077 | 950,038 | — | 124,950 | 4,777 | 1,602,842 | | Executive Vice President, Chief Financial Officer | | | | | | | | | Pierre A. Berenstein | 2024 | 500,000 | 1,000,035 | — | 140,000 | 338,401 | 1,978,436 | | Executive Vice President, Chief Customer Officer | | | | | | | | | Mark E. Graff | 2024 | 450,000 | 1,150,054 | — | 107,100 | 5,564 | 1,712,718 | | Executive Vice President, President, Bonefish Grill and Fine Dining | | | | | | | | | Kelly M. Lefferts | 2024 | 520,000 | 950,034 | — | 123,760 | 6,516 | 1,600,310 | | Executive Vice President, Chief Legal Officer | 2023 | 516,923 | 550,026 | — | 268,294 | 7,166 | 1,342,409 | | | 2022 | 500,000 | 500,028 | — | 284,240 | 6,955 | 1,291,223 | | David J. Deno | 2024 | 1,000,000 | 4,900,017 | — | 420,000 | 19,003 | 6,339,020 | | Former Chief Executive Officer | 2023 | 1,000,000 | 4,900,025 | — | 910,500 | 14,478 | 6,825,003 | | | 2022 | 984,615 | 4,350,033 | — | 897,969 | 19,015 | 6,251,632 | | Christopher Meyer | 2024 | 207,692 | — | — | — | 525 | 208,217 | | Former Executive Vice President, Chief Financial Officer | 2023 | 588,461 | 800,031 | — | 437,040 | 5,510 | 1,831,042 | | | 2022 | 525,000 | 656,285 | — | 319,200 | 5,733 | 1,506,218 | | Astrid C. Isaacs | 2024 | 350,000 | 500,027 | — | — | 1,037,041 | 1,887,068 | | Former Senior Vice President, Chief Technology Officer | | | | | | | | | Gregg D. Scarlett | 2024 | 155,769 | — | — | — | 1,520,281 | 1,676,050 | | Former Executive Vice President, Chief Operating Officer, Casual Dining Restaurants | 2023 | 675,000 | 1,012,528 | — | 491,670 | 4,950 | 2,184,148 | | | 2022 | 675,000 | 1,012,536 | — | 492,480 | 4,950 | 2,184,966 |

  38. Summary Compensation Table

    _________________ (1)Salaries are paid on a bi-weekly basis. Mr. Healy received a salary increase in April 2024 in concert with his appointment to Chief Financial Officer. (2)The amounts reported for stock awards represent the aggregate grant date fair value of RSUs and PSUs. The aggregate grant date value of the RSUs was computed in accordance with ASC 718, based on the market value of the underlying shares on the date of grant. PSU awards pay-out at a range of 0% to a maximum of 200% of their targets based on the following performance measures: 1% for threshold, 100% for target and 200% for maximum. For 2024, the PSU amounts reported represent the aggregate grant date fair value of the 2024 award based on the probable attainment of the performance measures as of the grant date (assumed to be 100% for target) in accordance with ASC 718. The other PSU amounts reported include the aggregate grant date fair value of the PSUs assuming achievement at target performance level of 100%. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Long-Term Incentive Program” for a description of the RSU and PSU terms. See also Note 7, “Stock-based and Deferred Compensation Plans,” of the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for additional information regarding these awards. (3)Non-equity incentive plan compensation represents amounts earned under the performance-based cash incentive plans, or STIPs, established for such years. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the STIPs for 2024. (4)The table set forth below titled “All Other Compensation” provides additional information regarding these amounts. All Other Compensation - The amounts shown for “All Other Compensation” for 2024 include the following:

  39. Summary Compensation Table

    | | LIFE | | | | NAMED EXECUTIVE OFFICER | INSURANCE (1) | OTHER (2) | TOTAL | | Michael L. Spanos (3) | $2,315 | $1,000,000 | $1,002,315 | | W. Michael Healy | 1,306 | 3,471 | 4,777 | | Pierre A. Berenstein (4) | — | 338,401 | 338,401 | | Mark E. Graff | 720 | 4,844 | 5,564 | | Kelly M. Lefferts | 2,425 | 4,091 | 6,516 | | David J. Deno | 14,478 | 4,525 | 19,003 | | Christopher A. Meyer | 525 | — | 525 | | Astrid C. Isaacs (5) | 592 | 1,036,450 | 1,037,041 | | Gregg D. Scarlett (6) | 1,142 | 1,519,139 | 1,520,281 |

  40. Summary Compensation Table

    __________________ (1)The amounts shown reflect the imputed income for group term life insurance provided to our executive officers. (2)The amounts shown in “Other” reflect executive physical fees, severance payments, anniversary awards and relocation payments, as further detailed in the footnotes below. For Mr. Deno, the total amount of $4,525 reflects his executive physical fee. (3)Includes $500,000 paid to Mr. Spanos for relocation costs in connection with his move to Tampa and a $500,000 sign on bonus. (4)Includes $190,000 in tax equalization payments to mitigate additional tax liabilities associated with executive’s international assignment, $78,000 in housing allowance, $26,000 for transportation allowance, $13,000 in COLA allowance and $31,273 in health insurance premiums. (5)Includes $1,016,664 in severance, $12,000 for COBRA premiums and $7,786 for tax obligations resulting from the COBRA premium payment. (6)Includes $1,485,000 in severance, $20,705 in net COBRA payments and $13,434 for tax obligations resulting from the COBRA premium payment.

  41. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table summarizes the performance-based cash incentive awards (STIPs) and long-term stock incentive (LTI) awards made during 2024:

  42. Grants of Plan-Based Awards for 2024

    | | | | | | | | | | | | GRANT | | | | | | | | | | ALL | ALL OTHER | | DATE | | | | | | | | | | OTHER | OPTION | | FAIR | | | | ESTIMATED FUTURE PAYOUTS | | | ESTIMATED FUTURE PAYOUTS | | | STOCK | AWARDS: | EXERCISE | VALUE | | | | UNDER NON-EQUITY | | | UNDER EQUITY | | | AWARDS: | NUMBER OF | PRICE | OF | | | | INCENTIVE | | | INCENTIVE | | | NUMBER | SECURITIES | OF | STOCK & | | | | PLAN AWARDS (1) | | | PLAN AWARDS (2) | | | OF | UNDERLYING | OPTION | OPTION | | | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | SHARES | OPTIONS | AWARDS | AWARDS | | NAMED EXECUTIVE OFFICER | DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | (#) | ($/Sh) | ($) (3) | | Michael L. Spanos | | | | | | | | | | | | | Annual STIP Bonus | | 5,673 | 567,308 | 1,134,615 | — | — | — | — | — | — | — | | Transition RSU Grant (4)(5) | 10/1/2024 | — | — | — | — | — | — | 108,148 | — | — | 1,500,007 | | Inducement RSU Grant (4)(5) | 10/1/2024 | — | — | — | — | — | — | 72,098 | — | — | 1,000,005 | | W. Michael Healy | | | | | | | | | | | | | Annual STIP Bonus | | 4,463 | 446,250 | 892,500 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/28/2024 | — | — | — | 111 | 11,006 | 22,012 | — | — | — | 300,024 | | Annual RSU Grant (4) | 2/28/2024 | — | — | — | — | — | — | 6,005 | — | — | 150,005 | | Retention RSU Grant (6) | 9/3/2024 | — | — | — | — | — | — | 32,405 | — | — | 500,009 | | Pierre A. Berenstein | | | | | | | | | | | | | Annual STIP Bonus | | 5,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/28/2024 | — | — | — | 147 | 14,674 | 29,348 | — | — | — | 400,013 | | Annual RSU Grant (4) | 2/28/2024 | — | — | — | — | — | — | 8,007 | — | — | 200,015 | | Retention RSU Grant (6) | 9/3/2024 | — | — | — | — | — | — | 25,924 | — | — | 400,007 | | Mark E. Graff | | | | | | | | | | | | | Annual STIP Bonus | | 3,825 | 382,500 | 765,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/28/2024 | — | | — | 111 | 11,006 | 22,012 | — | — | — | 300,024 | | Annual RSU Grant (4) | 2/28/2024 | — | — | — | — | — | — | 6,005 | — | — | 150,005 | | Retention RSU Grant (4)(7) | 5/1/2024 | — | — | — | — | — | — | 17,914 | — | — | 400,020 | | Retention RSU Grant (6) | 9/3/2024 | — | — | — | — | — | — | 19,443 | — | — | 300,005 | | Kelly M. Lefferts | | | | | | | | | | | | | Annual STIP Bonus | | 4,420 | 442,000 | 884,000 | — | — | — | — | — | — | — | | Annual PSU Grant | 2/28/2024 | — | — | — | 135 | 13,451 | 26,902 | — | — | — | 366,674 | | Annual RSU Grant (4) | 2/28/224 | — | — | — | — | — | — | 7,340 | — | — | 183,353 | | Retention RSU Grant (6) | 9/3/2024 | — | — | — | — | — | — | 25,924 | — | — | 400,007 | | David J. Deno | | | | | | | | | | | | | Annual STIP Bonus | | 15,000 | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | Annual PSU Grant (8) | 2/28/2024 | — | — | — | 1,199 | 119,834 | 239,668 | — | — | — | 3,266,675 | | Annual RSU Grant (4) | 2/28/2024 | — | — | — | — | — | — | 65,386 | — | — | 1,633,342 | | Christopher A. Meyer | | | | | | | | | | | | | Annual STIP Bonus | | — | — | — | — | — | — | — | — | — | — | | Annual PSU Grant | | — | — | — | — | — | — | — | — | — | — | | Annual RSU Grant | | — | — | — | — | — | — | — | — | — | — | | Astrid C. Isaacs | | | | | | | | | | | | | Annual STIP Bonus | — | — | — | — | — | — | — | — | — | — | — | | Annual PSU Grant | 2/28/2024 | — | — | — | 123 | 12,228 | 24,456 | — | — | — | 333,335 | | Annual RSU Grant (4) | 2/28/2024 | — | — | — | — | — | — | 6,673 | — | — | 166,692 | | Gregg D. Scarlett | | | | | | | | | | | | | Annual STIP Bonus | | — | — | — | — | — | — | — | — | — | — | | Annual PSU Grant | | — | — | — | — | — | — | — | — | — | — | | Annual RSU Grant | | — | — | — | — | — | — | — | — | — | — |

  43. Grants of Plan-Based Awards for 2024

    (1)Amounts represent potential performance-based cash incentive awards under the 2024 Corporate STIP for all NEOs. The minimum award level is 1% of target bonus, the target award level is 100% of target bonus, and the maximum award level for 2024 is 200% of target bonus. Actual payouts are derived using a non-linear scale between such points. Threshold is represented with minimum payout of stipulated plan, but zero payout is possible if threshold performance measures are not met. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the 2024 Corporate STIP. (2)Amounts represent potential shares to be issued upon settlement of the aggregate number of PSUs granted in 2024, which vest as to 100% of the shares on the third anniversary of the grant date, contingent upon such executive’s continued employment. The number of shares earned ranges from 0% to 200% based upon the achievement of performance targets set at the beginning of the performance period as follows: 1% for threshold, 100% for target and 200% for maximum. Any portion of the award that is unvested upon termination is generally forfeited, unless the executive meets certain age and service criteria for retirement eligibility. See “—Compensation Discussion and Analysis” under the heading “Performance-Based Long-Term Incentive Program” for a description of the PSU terms. The executive generally forfeits any portion of the award for which the threshold performance is not achieved. Threshold is represented with minimum payout of stipulated financial plan, but zero payout is possible if threshold performance measure is not met. (3)RSU and PSU awards are valued on the grant date in accordance with ASC 718. See Note 7, “Stock-based and Deferred Compensation Plans,” in the notes to consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 29, 2024. (4)RSU grants each vest as to one-third of the shares on each anniversary of the grant date, contingent upon the individual’s continued employment. Mr. Deno’s RSUs were pro-rated as of December 31, 2024 as a result of his retirement and vest on the first anniversary of the grant date in accordance with the terms of his award agreement. (5)As provided by his Employment Agreement, Mr. Spanos received inducement and transition grants totaling $2,500,012, which vest ratably on the anniversary of the grant date over three years. (6)Retention Award RSU grant which vests over a two-year period, with 50% of shares vesting on the 12 month anniversary of the grant date, 25% vesting on the 18 month anniversary of the grant date, and 25% vesting of the 24 month anniversary of the grant date. (7)Mr. Graff received an RSU retention grant on May 1, 2024 which vests ratably on the anniversary of the grant date over three years. (8)Mr. Deno’s PSUs were pro-rated on December 31, 2024 as a result of his retirement and will vest in accordance with the terms of his award agreement subject to the achievement of the applicable performance goals at the end of the performance period.

  44. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table summarizes outstanding stock options, unvested RSUs and PSU awards for each NEO as of December 29, 2024:

  45. Outstanding Equity Awards at 2024 Year-End

    | | OPTION AWARDS (1) | | | | STOCK AWARDS (1) | | | | | | | | EQUITY INCENTIVE | | | | | | | | PLAN AWARDS: | | | | | | OPTION | | UNEARNED SHARES, UNITS, | | | | | | EXERCISE | | OR RIGHTS THAT HAVE | | | | NUMBER OF | | PRICE | | NOT VESTED | | | | SECURITIES UNDERLYING | | PER | OPTION | NUMBER OF | MARKET | | | UNEXERCISED OPTIONS (#) | | SHARE | EXPIRATION | SHARES | VALUE | | NAMED EXECUTIVE OFFICER | EXERCISABLE | UNEXERCISABLE | $ | DATE | (#) (2) | $(3) | | Michael L. Spanos | | | | | | | | October 1, 2024 (4) | — | — | — | — | 108,148 | 1,326,976 | | October 1, 2024 (4) | — | — | — | — | 72,098 | 884,642 | | W. Michael Healy | | | | | | | | March 1, 2019 | 35,336 | — | 20.72 | 3/1/2029 | — | — | | February 21, 2022 (4)(5)(6) | — | — | — | — | 1,570 | 19,264 | | February 22, 2023 (4)(5)(7) | — | — | — | — | 10,142 | 124,442 | | February 22, 2023 (8) | — | — | — | — | 2,614 | 32,074 | | December 1, 2023 (4) | — | — | — | — | 7,804 | 95,755 | | February 28, 2024 (4)(5)(9) | — | — | — | — | 17,011 | 208,725 | | September 3, 2024 (10) | — | — | — | — | 32,405 | 397,609 | | Pierre A. Berenstein | | | | | | | | June 1, 2017 | 12,500 | — | 20.38 | 6/1/2027 | — | — | | January 17, 2019 | 11,198 | — | 19.23 | 1/17/2029 | — | — | | February 21, 2022 (4) | — | — | — | — | 2,954 | 36,246 | | February 22, 2023 (4)(5)(7) | — | — | — | — | 9,224 | 113,178 | | August 1, 2023 (4) | — | — | — | — | 7,154 | 87,780 | | February 28, 2024 (4)(5)(9) | — | — | — | — | 22,681 | 278,296 | | September 3, 2024 (10) | — | — | — | — | 25,924 | 318,087 | | Mark E. Graff | | | | | | | | February 26, 2015 | 1,569 | — | 25.36 | 2/26/2025 | — | — | | August 1, 2019 | 25,000 | — | 17.15 | 8/1/2029 | — | — | | February 21, 2022 (4)(5)(6) | — | — | — | — | 1,477 | 18,123 | | February 21, 2022 (5)(6)(11) | — | — | — | — | 2,216 | 27,190 | | February 22, 2023 (4)(5)(7) | — | — | — | — | 12,678 | 155,559 | | February 22, 2023 (8) | — | — | — | — | 2,614 | 32,074 | | December 1, 2023 (4) | — | — | — | — | 7,804 | 95,755 | | February 28, 2024 (4)(5)(9) | — | — | — | — | 17,011 | 208,725 | | May 1, 2024 (4) | — | — | — | — | 17,914 | 219,805 | | September 3, 2024 (10) | — | — | — | — | 19,443 | 238,566 | | Kelly M. Lefferts | | | | | | | | February 26, 2015 | 4,200 | — | 25.36 | 2/26/2025 | — | — | | February 23, 2018 | 5,703 | — | 24.10 | 2/23/2028 | — | — | | February 19, 2019 | 7,281 | — | 21.29 | 2/19/2029 | — | — | | February 21, 2022 (4)(5)(6) | — | — | — | — | 2,462 | 30,209 | | February 22, 2023 (4)(5)(7) | — | — | — | — | 17,432 | 213,891 | | February 28, 2024 (4)(5)(9) | — | — | — | — | 20,791 | 255,106 | | September 3, 2024 (10) | — | — | — | — | 25,924 | 318,087 | | David J. Deno | | | | | | | | February 26, 2015 | 55,760 | — | 25.36 | 2/26/2025 | — | — | | February 25, 2016 | 56,577 | — | 17.15 | 2/25/2026 | — | — | | February 24, 2017 | 57,921 | — | 17.27 | 2/24/2027 | — | — | | February 23, 2018 | 42,917 | — | 24.10 | 2/23/2028 | — | — | | February 19, 2019 | 50,345 | — | 21.29 | 2/19/2029 | — | — | | April 1, 2019 | 270,758 | — | 20.62 | 4/1/2029 | — | — | | February 21, 2022 (4)(5)(6) | — | — | — | — | 21,415 | 262,762 | | February 22, 2023 (4)(5)(7) | — | — | — | — | 155,291 | 1,905,421 | | February 28, 2024 (4)(5)(9) | — | — | — | — | 185,220 | 2,272,649 |

  46. Outstanding Equity Awards at 2024 Year-End

    | | OPTION AWARDS (1) | | | | STOCK AWARDS (1) | | | | | | | | EQUITY INCENTIVE | | | | | | | | PLAN AWARDS: | | | | | | OPTION | | UNEARNED SHARES, UNITS, | | | | | | EXERCISE | | OR RIGHTS THAT HAVE | | | | NUMBER OF | | PRICE | | NOT VESTED | | | | SECURITIES UNDERLYING | | PER | OPTION | NUMBER OF | MARKET | | | UNEXERCISED OPTIONS (#) | | SHARE | EXPIRATION | SHARES | VALUE | | NAMED EXECUTIVE OFFICER | EXERCISABLE | UNEXERCISABLE | $ | DATE | (#) (2) | $(3) | | Christopher Meyer | | | | | | | | | — | — | — | — | — | — | | Astrid C. Isaacs | | | | | | | | | — | — | — | — | — | — | | Gregg D. Scarlett | | | | | | | | August 1, 2016 | 100,000 | — | 17.96 | 3/15/2025 | — | — | | February 24, 2017 | 36,090 | — | 17.27 | 3/15/2025 | — | — | | February 23, 2018 | 36,974 | — | 24.10 | 3/15/2025 | — | — | | February 19, 2019 | 46,472 | — | 21.29 | 3/15/2025 | — | — | | March 2, 2020 | 100,000 | — | 18.45 | 3/15/2025 | — | — | | February 21, 2022 (4)(5)(6) | — | — | — | — | 3,324 | 40,785 | | February 22, 2023 (4)(5)(7) | — | — | — | — | 10,697 | 131,252 |

  47. Outstanding Equity Awards at 2024 Year-End

    (1)All stock options, RSUs and PSUs are granted under a stockholder-approved equity incentive plan. (2)Unvested portions of awards are generally forfeited upon termination of employment by the Company or any of its significant subsidiaries, unless the executive meets certain age and service criteria for retirement eligibility. See “—Potential Payments Upon Termination or Change in Control” for additional information regarding accelerated vesting on certain terminations of employment. In the case of Mr. Deno and Mr. Scarlett, outstanding RSUs and PSUs were pro-rated as of December 31, 2024 and March 15, 2024, respectively, as a result of their retirement and will vest on the dates provided under the terms of their award agreements, subject to the achievement of the applicable performance goals for the PSUs at the end of the performance period. (3)Market value is calculated by multiplying $12.27, which was the closing price per share of our common stock on the NASDAQ Global Select Market on December 27, 2024, the last market day of our fiscal year, by the number of shares subject to the award. (4)RSU grants vest as to one-third of the shares on each anniversary of the grant date, contingent on continued employment. (5)PSU grants vest on the third anniversary of the grant date, contingent on continued employment assuming a payout at target performance. The actual number that may be earned ranges from 0% to 200% based upon the achievement of performance targets for the three-year period set on the grant date, as follows: 1% for threshold, 100% for target and 200% for maximum. See “Compensation Discussion and Analysis” under the heading “Performance-Based Short-Term Incentive Plan” for a description of the PSU terms. (6)The Compensation Committee certified performance payout for PSUs granted in 2022 on February 11, 2025, based on Adjusted EPS growth over 2022-2024 at 0% of target. These PSUs are reflected at actual performance and therefore no shares will vest. (7)These PSUs are reflected at target performance and will vest, if at all, based on the Compensation Committee’s certification of Adjusted EPS Performance at the conclusion of fiscal year 2025, and Relative TSR performance as compared to a Relative TSR Comparison Group over the 2023-2025 performance period. The Compensation Committee retains the right to adjust payout outcomes negatively or positively for unusual, infrequently occurring, or non-operating items and performance is uncertain until the time of certification. (8)Mr. Healy and Mr. Graff each received a discretionary RSU grant which vest ratably over 3 years. (9)These PSUs are reflected at target performance and will vest, if at all, based on the Compensation Committee’s certification of Adjusted EPS Performance at the conclusion of fiscal year 2026, and Relative TSR performance as compared to a Relative TSR Comparison Group over the 2024-2026 performance period. The Compensation Committee retains the right to adjust payout outcomes negatively or positively for unusual, infrequently occurring, or non-operating items and performance is uncertain until the time of certification. (10)These RSUs vest over a two-year period, with 50% of shares vesting on the 12 month anniversary of the grant date, 25% vesting on the 18 month anniversary of the grant date, and 25% vesting of the 24 month anniversary of the grant date. (11)Mr. Graff received a discretionary award of 50% RSUs which vest ratably over three years and 50% PSUs which cliff vest on the 3rd anniversary of the grant date.

  48. Option Exercises and Stock Vested for Fiscal 2024

    Option Exercises and Stock Vested for Fiscal 2024 The following table summarizes the exercise of stock options and vesting of PSUs and RSUs held by the NEOs during fiscal 2024:

  49. Option Exercises and Stock Vested for Fiscal 2024

    | | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF | | NUMBER OF | | | | SHARES | VALUE | SHARES | VALUE | | | ACQUIRED | REALIZED | ACQUIRED | REALIZED | | | ON EXERCISE | ON EXERCISE | ON VESTING | ON VESTING | | NAMED EXECUTIVE OFFICER | (#) | (1) | (#) | (2) | | Michael L. Spanos | — | $— | — | $— | | W. Michael Healy | — | — | 25,037 | 595,729 | | Pierre Berenstein | — | — | 14,405 | 360,193 | | Mark Graff | 1,420 | 2,584 | 19,421 | 455,766 | | Kelly M. Lefferts | 3,407 | 6,201 | 31,876 | 848,271 | | David J. Deno | 58,800 | 107,016 | 286,870 | 7,633,954 | | Christopher Meyer | 13,992 | 23,595 | 42,176 | 1,122,366 | | Astrid Isaacs | — | — | 3,747 | 99,906 | | Gregg D. Scarlett | 29,139 | 54,525 | 64,105 | 1,705,941 |

  50. Option Exercises and Stock Vested for Fiscal 2024

    _________________ (1)Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. (2)Represents the value realized upon vesting of PSUs and RSUs, based on the market value of the shares on the vesting date. The Company withheld or netted for tax purposes the following number of shares from the distribution of shares upon vesting: Mr. Healy - 6,291; Mr. Graff - 6,266; Ms. Lefferts - 11,169; Mr. Berenstein - 3,170; Mr. Deno - 163,693; Mr. Meyer - 14,171; Ms. Isaacs - 1,094 and Mr. Scarlett - 31,387.

  51. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans We offer a Deferred Compensation Plan for our highly compensated employees who are not eligible to participate in the OSI Restaurant Partners, LLC Salaried Employees 401(k) Plan and Trust, as described in “—Compensation Discussion and Analysis” under the heading “—Other Benefits and Perquisites.” We do not sponsor any defined benefit pension plans. The following table summarizes contributions during 2024 to our Deferred Compensation Plan along with aggregate earnings/losses for the year and the aggregate balance as of December 29, 2024. We did not make any contributions to the plan during 2024. Participants are fully vested in all contributions to the plan. The amounts listed as executive contributions are included as “Salary” in the “Summary Compensation Table.” The aggregate earnings are not reflected in “All Other Compensation” in the “Summary Compensation Table.”

  52. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans

    | NAMED EXECUTIVE OFFICER | AGGREGATE BALANCE AT DECEMBER 31, 2023 | EXECUTIVE CONTRIBUTIONS IN 2024 | AGGREGATE EARNINGS IN 2024 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN 2024 | AGGREGATE BALANCE AT DECEMBER 29, 2024 | | Kelly M. Lefferts | $984,858 | $44,614 | $188,893 | $— | $1,218,365 |

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of the NEOs is party to an employment agreement and other arrangements with us, which are summarized below, and may entitle him or her to payments or benefits upon a termination of employment and/or a change in control. See the table included under “Executive Benefits and Payments Upon Separation” below for the amount of compensation payable under these agreements and arrangements to the individuals serving as NEOs as of the end of fiscal 2024. Severance Pay Plan The Severance Pay Plan covers our executive officers and other key employees other than CEO and provides that if a participant’s employment with the Company is involuntarily terminated by the Company without cause (as defined in the Severance Pay Plan) and other than for unsatisfactory performance or insufficient aptitude (each as defined in the Severance Pay Plan), the participant will be eligible to receive a lump-sum cash payment in an amount equal to (a) the sum of the participant’s annual base salary and annual target bonus (pro-rated for the quarter in which the termination occurred) and (b) subject to the participant’s election of continuation of health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), an amount equal to the cost of the participant’s COBRA premiums for 12 months from the date of the participant’s termination (collectively, the “Severance Pay”). If a participant’s employment is involuntarily terminated by us for unsatisfactory performance or insufficient aptitude that does not rise to the level of termination for cause, the participant will instead be eligible to receive a lump-sum cash payment in an amount equal to one-half of the Severance Pay. No severance pay will be paid under the Severance Pay Plan to any participant who (i) is temporarily separated from the Company, (ii) voluntarily resigns from the Company for any reason, (iii) is subject to an employment agreement or offer letter with us that includes severance provisions or (iv) is a participant and eligible to receive severance benefits under our Change in Control Plan. Receipt of severance benefits are subject to the participant’s execution of a release of any claims against us and agreement with restrictive covenants, including covenants not to compete or solicit, along with other customary terms and conditions. Change in Control Plan The Change in Control Plan entitles executive officers and other key employees to certain severance payments and benefits in the event of a qualifying termination of employment upon or within the 24 months following certain change-in-control events. A qualifying termination is a termination by us for any reason other than cause, or by the employee for good reason, in each case as defined in the Change in Control Plan. Under the Change in Control Plan, in the event of a qualifying termination within the 24 months following a change in control, the named executive officers are each entitled to receive the following benefits: •A severance payment, payable in a lump sum 60 days after the termination, equal to (a) with respect to Mr. Spanos, two times the sum of his base salary and his target annual cash bonus and (b) with respect to the other named executive officers, one and one-half times the sum of base salary and target annual cash bonus •Accelerated vesting of all outstanding equity awards •Continued eligibility to participate in group health benefits for 18 months following the termination •Outplacement services for six months following the termination •Certain other accrued benefits The severance payments and other benefits described above will be reduced by the amount of any similar payments and benefits under any employment agreement or other arrangement with us and are subject to the employee’s compliance with non-competition and other restrictive covenants and the other terms and conditions of the Change in Control Plan. Rights and Potential Payments Upon Termination or Change in Control: Mr. Spanos On August 21, 2024, we entered into an employment agreement with Mr. Spanos to serve as Chief Executive Officer effective September 3, 2024. Mr. Spano’s employment may be terminated as follows: •Upon his death or disability (as defined in the agreement) •By us for Cause. “Cause” is defined to include: (i) willful failure to perform, or gross negligence or insubordination in the performance of, his duties and responsibilities to us or our affiliates (other than any such failure from incapacity due to physical or mental illness), subject to notice and cure periods; (ii) indictment or conviction (or plea of guilty or nolo contendere) of a felony or other crime involving moral turpitude; (iii) engaging in dishonesty, illegal misconduct or gross misconduct that is intentionally harmful to us or our affiliates; (iv) any material and knowing violation by him of any covenant or restriction contained in his employment agreement or any other agreement entered into with us or our affiliates; or (v) any material violation of any of our or our affiliates’ published policies (including with respect to discrimination and harassment, responsible alcohol policy, insider trading policy and security policy) •By Mr. Spanos for Good Reason. “Good Reason” is defined to include: (i) the assignment of duties inconsistent with his position as Chief Executive Officer or a material diminution in the nature or scope of his duties, authority or responsibilities; (ii) a reduction of his annual base salary, unless a similar reduction is made in salary of all similarly situated employees; (iii) requiring him to be based at a location in excess of 50 miles from the location of our principal executive offices in Tampa, Florida; or (iv) a material breach by us of our obligations under his employment agreement •By us other than for Cause •By Mr. Spanos other than for Good Reason, upon 90 days’ prior written notice to the Company •By Mr. Spanos by reason of retirement Mr. Spanos will be entitled to receive severance benefits if his employment is terminated by us other than for Cause or if he terminates employment for Good Reason. If his employment is terminated under these circumstances, he will be entitled to receive severance equal to two times the sum of his base salary at the rate in effect on the date of termination, payable in a lump sum within 60 days following the effective date of such termination, plus a pro rata portion of his target bonus for the year of termination, accelerated vesting of any unvested portion of his transition RSU award, and a lump sum cash payment in the amount equal to 12 months of premium costs for COBRA continuation coverage for group medical and dental coverage based on his enrollment elections at the time of termination. In the event Mr. Spanos’ employment is terminated due to his death or disability, he will receive any base salary amount and any annual bonus amount for the preceding fiscal year earned but not paid as of the date of his employment termination, any accrued and payable travel or business expenses and benefits under the employee benefit plan, plus a pro rata portion of his target bonus for the year of termination and accelerated vesting of any unvested portion of his transition RSU award. In the event Mr. Spanos’ employment is terminated due to his retirement, he will receive any base salary amount and any annual bonus amount for the preceding fiscal year earned but not paid as of the date of his employment termination, plus pro rata vesting of the RSUs, PSUs and stock options granted in connection with his appointment as Chief Executive Officer.

  54. Potential Payments Upon Termination or Change in Control

    A change in control of the Company does not trigger any severance payments to him under the employment agreement. However, in the event of a qualifying termination within the 24 months following a change in control, Mr. Spanos would be entitled to receive the benefits described above under “—Change in Control Plan.” Separation Agreement: Ms. Isaacs Effective September 3, 2024, Ms. Isaacs’ employment was terminated without cause, at which time Ms. Isaacs and the Company entered into a separation agreement providing for payments of $1,016,664 in severance, $12,000 for COBRA premiums to extend coverage of health benefits for 12 months, and $7,786 for tax obligations resulting from the COBRA premium amount. Separation Agreement: Mr. Scarlett On October 2, 2023 the Company announced organizational design changes that resulted in the elimination of the Executive Vice President, Chief Operating Officer of Casual Dining position following a transition period ending on March 15, 2024. As a result, the Company and Mr. Scarlett entered into an agreement pursuant to which Mr. Scarlett’s employment terminated on March 15, 2024 and he received payments of $1,485,000 in severance, $20,705 for COBRA premiums to extend health benefits for 12 months, and $13,434 for tax obligations resulting from the COBRA premium amount. All unvested equity and vested stock options held by Mr. Scarlett were subject to the retirement provisions set forth in his existing grant agreements and the applicable plans as described under “Equity Awards” below. Equity Awards As a general matter, unless otherwise provided in an individual’s award agreement or other agreement, and depending on the reason for termination, upon a termination of employment or other continuous service, all unvested equity awards will terminate and vested stock options must be exercised within certain limited time periods after the date of termination. If the individual’s employment is terminated for cause (as defined in the award or other applicable agreement), all stock options, whether vested or unvested, and all unvested PSUs and RSUs will terminate immediately. If the individual’s termination is due to death or disability, all stock options and RSUs that are not vested will become immediately vested in full upon such termination and a pro rata portion (based on the portion of the applicable performance period that passed prior to termination of the individual’s employment) of the target number of PSUs will immediately vest and become payable in shares of common stock upon such termination. Stock options accelerated due to death or disability become exercisable on the award’s original vesting schedule. Awards under the 2012 Equity Plan, if unvested, will forfeit upon retirement. Under the 2016 Equity Plan, if the NEO retires on or after age 60 with five years of service with the Company or an affiliate (“Retirement under 2016 Plan”) prior to the vesting or forfeiture of the RSUs, then the number of RSUs that vest on the applicable vesting date shall be determined as of the date of the Retirement under 2016 Plan on a pro rata basis, determined based on the number of full months of employment completed from the date of grant to the date of the Retirement under 2016 Plan divided by the number of full months of the original vesting period. If the NEO retires prior to the vesting or forfeiture of the option to purchase shares of our common stock, the NEO may exercise the option at any time within 12 months following the date of Retirement under 2016 Plan (but in no event later than ten years after the date of grant). Under the 2020 Equity Plan, if the NEO retires on or after age 60 with five years of service, or age 55 with ten years of service with the Company or an affiliate (“Retirement under 2020 Plan”) prior to the vesting or forfeiture of stock options, RSUs, or PSUs, then the number of stock options, RSUs or PSUs that vest on the applicable vesting date shall be determined as of the date of the Retirement under 2020 Plan on a pro rata basis, determined based on the number of full months of employment completed from the date of grant to the date of the Retirement under 2020 Plan divided by the number of full months of the original vesting period and, in the case of PSUs, the PSUs earned shall be determined at the end of the performance period based on the actual performance levels achieved. If the NEO retires prior to the vesting or forfeiture of the option to purchase shares of our common stock, the NEO may exercise the option at any time following the date of Retirement under 2020 Plan (but in no event later than the original expiration date of the grant, generally the tenth anniversary of the date of grant). The Compensation Committee may provide for accelerated vesting of an award upon, or as a result of events following, a change of control. This may be done in the award agreement or in connection with the change of control. In the event of a change of control, the Compensation Committee may also cause an award to be canceled in exchange for a cash payment to the participant or cause an award to be assumed by a successor corporation. Our forms of award agreements under the 2012, 2016 and 2020 Equity Plans provide as follows: •Restricted stock and RSU awards to our directors become fully vested upon a change of control •Restricted stock awards for our employees and consultants provide that upon a change of control (a) restricted stock that remains outstanding or is exchanged or converted into securities of the acquiring or successor entity will continue to vest in accordance with the terms set forth in the award agreement and (b) if the restricted stock will be canceled in exchange for cash consideration, (x) in the case of awards held by our executive officers at the time of such change of control, the restricted stock will instead be converted into a right to receive such cash consideration upon satisfaction of the vesting and other terms and conditions of the award agreement in effect immediately prior to the change of control and (y) in the case of other award recipients, the award will fully vest and be exchanged for the cash consideration at the time of the change of control •PSU awards provide that if the award recipient’s employment or other service status with us terminates, the award will terminate as to any units that are unvested at the time of such termination, unless (a) such termination is due to death or disability, in which case a pro rata portion of the award shall vest based on the portion of the performance period for which service was provided, or (b) the termination occurs before the vesting date but after the end of the performance period and is other than for cause (as defined in the agreement), in which case the applicable number of units will vest for that performance period as if such termination had not occurred In addition, as described above under “—Change in Control Plan,” in the event of a qualifying termination within the 24 months following a change in control, each of our named executive officers will be entitled to accelerated vesting of all outstanding equity awards. Restrictive Covenants Mr. Spanos is subject to certain restrictive covenants under his current employment agreement. This includes covenants covering noncompetition, nondisclosure, nonsolicitation and nonpiracy. Based on the terms of the agreement, Mr. Spanos agreed to these restrictive covenants during employment for 24 months following a termination of employment for any reason. Continued compliance with these restrictive covenants is a condition to our obligation to pay any severance amount due to Mr. Spanos under his employment agreement.

  55. Potential Payments Upon Termination or Change in Control

    Messrs. Healy, Graff, and Ms. Lefferts are subject to certain restrictive covenants as per their offers of employment. These include covenants covering noncompetition, nondisclosure, nonsolicitation and nonpiracy. Each has agreed to these restrictive covenants during employment and for 12 months following a voluntary separation or separation for Cause, or in the event of separation for any reason other than voluntary resignation, for a period equal to the period used for calculating the amount of severance paid upon termination, if any. Executive Benefits and Payments Upon Separation The table below reflects the amount of compensation payable under the arrangements described above to the individuals serving as NEOs following a termination of employment (i) by us without cause or by the executive for good reason without a change in control, (ii) by us without cause or by the executive for good reason, following a change in control assuming that such termination constitutes a qualifying termination under the Change in Control Plan, (iii) by the executive voluntarily, (iv) as a result of retirement, (v) as a result of disability or (vi) as a result of death, in each case, assuming that such termination of employment occurred on December 29, 2024. With respect to Ms. Isaacs and Messrs. Deno, Meyer and Scarlett, the amounts set forth below reflect their actual payments from the Company upon termination of their employment, if any, during 2024. No payments or benefits are due to the NEOs following a termination of employment for cause. The table assumes that the change in control transaction resulted in per share consideration of $12.27, which was the closing price per share of our common stock on the NASDAQ Global Select Market on December 27, 2024, the last market day of our fiscal year. The actual amounts to be paid upon a termination of employment or a change in control can only be determined at the time of such executive’s separation from us, or upon the occurrence of a change in control (if any).

  56. Potential Payments Upon Termination or Change in Control

    | NAMED EXECUTIVE OFFICER | EXECUTIVE PAYMENTS AND BENEFITS UPON SEPARATION | INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON WITHOUT CHANGE IN CONTROL | INVOLUNTARY TERMINATION WITHOUT CAUSE OR TERMINATION BY EXECUTIVE FOR GOOD REASON WITH CHANGE IN CONTROL | VOLUNTARY TERMINATION | RETIREMENT | DISABILITY | DEATH | | | (1) | ($) (2) | ($) | ($) | ($) | ($) | ($) | | Michael L. Spanos | Severance | 2,567,308 | 1,742,308 | — | — | — | — | | | Equity Awards (3) | 1,326,976 | 2,211,618 | — | — | 1,326,976 | 1,326,976 | | | Health Benefits | — | — | — | — | — | — | | | Total | 3,894,284 | 3,953,926 | — | — | 1,326,976 | 1,326,976 | | W. Michael Healy | Severance | 996,250 | 1,453,990 | — | — | — | — | | | Equity Awards (3) | — | 977,772 | — | — | 839,624 | 839,624 | | | Health Benefits (4) | 20,705 | 31,057 | — | — | — | — | | | Total | 1,016,955 | 2,462,819 | — | — | 839,624 | 839,624 | | Pierre A. Berenstein | Severance | — | — | — | — | — | — | | | Equity Awards (3) | — | — | — | — | 671,660 | 671,660 | | | Health Benefits | — | — | — | — | — | — | | | Total | — | — | — | — | 671,660 | 671,660 | | Mark E. Graff | Severance | 832,500 | 1,248,750 | — | — | — | — | | | Equity Awards (3) | — | 1,160,350 | — | — | 1,009,833 | 1,009,833 | | | Health Benefits (4) | 1,194 | 1,790 | — | — | — | — | | | Total | 833,694 | 2,410,890 | — | — | 1,009,833 | 1,009,833 | | Kelly M. Lefferts | Severance | 962,000 | 1,443,000 | — | — | — | — | | | Equity Awards (3) | — | 974,005 | — | 389,879 | 785,808 | 785,808 | | | Health Benefits (4) | 13,019 | 19,529 | — | — | — | — | | | Total | 975,019 | 2,436,534 | — | 389,879 | 785,808 | 785,808 | | David J. Deno | Severance | — | — | — | — | — | — | | | Equity Awards (3) | — | — | — | 3,200,495 | — | — | | | Health Benefits | — | — | — | — | — | — | | | Total | — | — | — | 3,200,495 | — | — | | Christopher Meyer | Severance | — | — | — | — | — | — | | | Equity Awards (3) | — | — | — | — | — | — | | | Health Benefits | — | — | — | — | — | — | | | Total | — | — | — | — | — | — | | Astrid C. Isaacs | Severance | 1,016,664 | — | — | — | — | — | | | Equity Awards (3) | — | — | — | — | — | — | | | Health Benefits | 19,786 | — | — | — | — | — | | | Total | 1,036,450 | — | — | — | — | — | | Gregg D. Scarlett | Severance | 1,485,000 | — | — | — | — | — | | | Equity Awards (3) | — | — | — | 383,597 | — | — | | | Health Benefits | 34,139 | — | — | — | — | — | | | Total | 1,519,139 | — | — | 383,597 | — | — |

  57. Potential Payments Upon Termination or Change in Control

    (1)Amounts in the table do not include amounts for accrued but unpaid base salary, annual bonus or other expenses. (2)The Severance Pay Plan provides for a prorated bonus payment based on the quarter in which the executive terminates employment, the value reflected assumes a full bonus payout. Values reflected for Mr. Spanos are governed by his Employment Agreement. (3)Amounts exclude intrinsic value of vested in-the-money stock options. If termination is due to Death or Disability, then all RSUs that are not vested shall become immediately vested in full upon such termination and a pro rata portion (based on the portion of the Performance Period that passed prior to termination of Participant’s Continuous Service) of the Target Number of PSUs will immediately vest and become payable in shares upon such termination, as those terms are defined in the applicable plans. Under the applicable award agreements, upon retirement, the number of RSUs and PSUs that vest is determined as of the date of the Retirement on a pro rata basis based on the period employed from the grant date to the departure date and, in the case of PSUs, the PSUs earned shall be determined at the end of the performance period based on the actual performance levels achieved (which are assumed to be at target for purposes of the table). The dollar amounts are determined by multiplying the number of shares subject to the accelerated or pro rata vested RSUs and PSUs, as applicable, by $12.27, the closing price of the Company’s common stock on December 27, 2024. (4)The amounts shown for Health Benefits are based on the Company’s estimated plan net cost and the coverage category in which the executive is enrolled; this values assumes the executive continues to pay the employee portion of the premium.

  58. Pay vs. Performance

    Pay vs. Performance The following table summarizes compensation paid to our principal executive officer (“PEO”) as set forth in our Summary Compensation Table, compensation actually paid to our PEO, average compensation paid to our Non-PEO NEOs as set forth in our Summary Compensation Table, and average compensation actually paid to our Non-PEO NEOs, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the periods indicated:

  59. Pay vs. Performance

    | Fiscal Year | Summary Compensation Table Total for PEO (1) | | Compensation Actually Paid to PEO (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 | | Net (Loss) Income (dollars in millions) | Adjusted Diluted EPS (5) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (4) | | | | | 1st PEO | 2nd PEO | 1st PEO | 2nd PEO | | | | | | | | 2024 | $3,965,019 | $6,339,020 | $3,676,625 | $(2,087,085) | $1,523,663 | $477,812 | $64.15 | $140.73 | $(122.7) | $1.79 | | 2023 | — | 6,825,003 | — | 8,305,815 | 1,689,279 | 2,116,313 | 139.94 | 105.29 | 254.4 | 2.78 | | 2022 | — | 6,251,632 | — | 5,068,922 | 1,561,981 | 1,339,269 | 100.18 | 86.17 | 109.2 | 2.36 | | 2021 | — | 7,518,278 | — | 11,384,346 | 2,200,145 | 2,598,640 | 97.64 | 107.49 | 222.9 | 2.45 | | 2020 | — | 5,576,984 | — | 6,261,185 | 1,945,655 | 1,701,174 | 88.32 | 95.69 | (158.8) | (0.69) |

  60. Pay vs. Performance

    __________________ (1)Mr. Spanos (1st PEO) was appointed PEO effective September 3, 2024. Mr. Deno (2nd PEO) was the PEO from the beginning of 2020 through September 2, 2024. (2)The charts below detail the additions to and deductions from the Summary Compensation Table Totals to calculate the Compensation Actually Paid amounts. (3)The Non-PEO NEOs are comprised of: 2024 - Messrs. Healy, Berenstein, Graff, Meyer and Scarlett and Mses. Lefferts and Isaacs; 2023 - Messrs. Meyer, Scarlett and Patterson and Ms. Lefferts; 2022 - Messrs. Meyer, Scarlett and Murtha and Ms. Lefferts; 2021 - Messrs. Meyer, Scarlett, Murtha and Stutts and Ms. Lefferts; 2020 - Messrs. Meyer, Scarlett, Stutts and Herlihy and Ms. Lefferts. (4)The peer group is made up of the same 25 companies in our peer group used for executive compensation benchmarking as described on page 54. (5)Adjusted Diluted EPS was selected as the third metric to be included in the disclosure (as the Company-Selected Measure). A detailed Adjusted Diluted EPS reconciliation can be found within Appendix C. Adjusted Diluted EPS for the fiscal years 2023, 2022 and 2021 has been recast to remove the 5.1 million, 6.1 million and 10.0 million share benefit, respectively, of the convertible note hedge transactions which was previously included as a non-GAAP share adjustment. The following table reconciles the PEO Summary Compensation Table total to Compensation Actually Paid for the periods indicated:

  61. Pay vs. Performance

    | Fiscal Year | Salary | Bonus and Non-Equity Incentive Compensation | Equity Compensation | All Other Compensation | Summary Compensation Table Total | Deductions from Summary Compensation Table Total (1) | Additions (Deductions) to Compensation Table Total (2) | Compensation Actually Paid | | 1st PEO | | | | | | | | | | 2024 | $303,846 | $158,846 | $2,500,012 | $1,002,315 | $3,965,019 | $(2,500,012) | $2,211,618 | $3,676,625 | | 2nd PEO | | | | | | | | | | 2024 | $1,000,000 | $420,000 | $4,900,017 | $19,003 | $6,339,020 | $(4,900,017) | $(3,526,088) | $(2,087,085) | | 2023 | 1,000,000 | 910,500 | 4,900,025 | 14,478 | 6,825,003 | (4,900,025) | 6,380,837 | 8,305,815 | | 2022 | 984,615 | 897,969 | 4,350,033 | 19,015 | 6,251,632 | (4,350,033) | 3,167,323 | 5,068,922 | | 2021 | 900,000 | 2,011,500 | 4,600,046 | 6,732 | 7,518,278 | (4,600,046) | 8,466,114 | 11,384,346 | | 2020 | 695,597 | 1,271,700 | 3,600,036 | 9,651 | 5,576,984 | (3,600,036) | 4,284,237 | 6,261,185 |

  62. Pay vs. Performance

    __________________ (1)Represents the grant date fair value of equity-based awards granted each year. (2)Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each period presented (as set forth in Item 402(v)(2)). The equity component of compensation actually paid for fiscal year 2024 is further detailed in the supplemental table below. The following table reconciles the Non-PEO NEOs Average Summary Compensation Table total to Average Compensation Actually Paid for the periods indicated:

  63. Pay vs. Performance

    | Fiscal Year | Average Salary | Average Bonus and Non-Equity Incentive Compensation | Average Equity Compensation | Average All Other Compensation | Average Summary Compensation Table Total | Deductions from Summary Compensation Table Total (1) | (Deductions) Additions to Compensation Table Total (2) | Average Compensation Actually Paid | | 2024 | $386,648 | $70,830 | $650,027 | $416,158 | $1,523,663 | $(650,027) | $(395,824) | $477,812 | | 2023 | 570,096 | 353,867 | 759,407 | 5,909 | 1,689,279 | (759,407) | 1,186,441 | 2,116,313 | | 2022 | 550,000 | 338,580 | 667,219 | 6,182 | 1,561,981 | (667,219) | 444,507 | 1,339,269 | | 2021 | 536,539 | 640,700 | 697,157 | 325,749 | 2,200,145 | (697,157) | 1,095,652 | 2,598,640 | | 2020 | 410,300 | 360,564 | 865,989 | 308,802 | 1,945,655 | (865,989) | 621,508 | 1,701,174 |

  64. Pay vs. Performance

    __________________ (1)Represents the average grant date fair value of equity-based awards granted each year. (2)Reflects the average value of equity calculated in accordance with the SEC methodology for determining average compensation actually paid for each period presented (as set forth in Item 402(v)(2)). The equity component of average compensation actually paid for fiscal year 2024 is further detailed in the supplemental table below. The following table includes supplemental data for the additions and deductions resulting in the equity component of PEO Compensation Actually Paid for the periods indicated:

  65. Pay vs. Performance

    | Fiscal Year | Addition of Fair Value of Current Year Equity Awards at Fiscal Year End | | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested at Fiscal Year End (1) | | (Deductions) Additions for Change in Value of Prior Years’ Awards That Vested in Fiscal Year (1) | | Equity Value Included in Compensation Actually Paid | | | | 1st PEO | 2nd PEO | 1st PEO | 2nd PEO | 1st PEO | 2nd PEO | 1st PEO | 2nd PEO | | 2024 | $2,211,618 | $1,324,934 | $— | $(4,409,586) | $— | $(441,436) | $2,211,618 | $(3,526,088) | | 2023 | — | 5,194,051 | — | (329,870) | — | 1,516,656 | — | 6,380,837 | | 2022 | — | 3,910,236 | — | (1,252,356) | — | 509,443 | — | 3,167,323 | | 2021 | — | 3,268,932 | — | 3,748,314 | — | 1,448,868 | — | 8,466,114 | | 2020 | — | 3,298,873 | — | 1,895,458 | — | (910,094) | — | 4,284,237 |

  66. Pay vs. Performance

    __________________ (1)The valuation for PSUs granted in 2023 and 2024, and vesting in 2026 and 2027, decreased from 100% at the end of 2023 to 0% and 50%, respectively, at the end of 2024. The valuation for PSUs granted in 2022 and vesting in 2025 decreased from 100% at the end of fiscal year 2022 to 0% at the end of fiscal year 2023. The valuation for PSUs granted in 2020 and vesting in 2023 decreased from 200% at the end of fiscal year 2021 to 148% at the end of fiscal year 2022. The following table includes supplemental data for the additions and deductions resulting in equity component of Non-PEO NEOs Average Compensation Actually Paid for the periods indicated:

  67. Pay vs. Performance

    | Fiscal Year | Addition of Average Fair Value of Current Year Equity Awards at Fiscal Year End | (Deductions) Additions for Average Change in Value of Prior Years’ Awards Unvested at Fiscal Year End (1) | (Deductions) Additions for Average Change in Value of Prior Years’ Awards That Vested in Fiscal Year (1) | Fair Value At End of Prior Fiscal Year of Awards Granted in Prior Years That Failed to Meet Vesting Conditions in the Fiscal Year | Average Equity Value Included in Compensation Actually Paid | | 2024 | $292,356 | $(272,941) | $(66,203) | $(349,036) | $(395,824) | | 2023 | 821,094 | (63,284) | 428,631 | — | 1,186,441 | | 2022 | 599,763 | (278,452) | 123,196 | — | 444,507 | | 2021 | 422,722 | 364,276 | 308,654 | — | 1,095,652 | | 2020 | 975,526 | (57,273) | (296,745) | — | 621,508 |

  68. Pay vs. Performance

    (1)The valuation for PSUs granted in 2023 and 2024, and vesting in 2026 and 2027, decreased from 100% at the end of 2023 to 0% and 50%, respectively, at the end of 2024. The valuation for PSUs granted in 2022 and vesting in 2025 decreased from 100% at the end of fiscal year 2022 to 0% at the end of fiscal year 2023. The valuation for PSUs granted in 2020 and vesting in 2023 decreased from 200% at the end of fiscal year 2021 to 148% at the end of fiscal year 2022. Relationship between Compensation Paid and Performance Measures As shown in the charts as discussed further below, the relationship between the Compensation Actually Paid (“CAP”) to the PEO and the Average Compensation Actually Paid to the NEOs other than the PEO in fiscal 2020, 2021, 2022, 2023 and 2024 (collectively, “NEO Compensation Actually Paid”) to each of (1) Net income, (2) total shareholder return (“TSR”), and (3) Adjusted Diluted EPS 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. The three items listed below represent the most important metrics we used to determine Compensation Actually Paid for fiscal year 2024 as further described in our CD&A within the sections titled “Performance-Based Short-Term Incentive Plan” and “Performance-Based Long-term Incentive Plan.” Most important performance measures:

  69. Pay vs. Performance

    | 1. | Adjusted Diluted Earnings Per Share | | 2. | Revenue | | 3. | Adjusted Operating Income |

  70. CEO Pay Ratio

    CEO Pay Ratio We are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO, as required by Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, and Regulation 402(u) of Regulation S-K and a description of the methodology used in determining the median employee and the calculation of the ratio. For fiscal year 2024, •The median of the annual total compensation of all our employees, other than Mr. Spanos, was $18,420. •Mr. Spanos’ annualized target total compensation was $8,750,000. Based on this information, the ratio of the annual total compensation of Mr. Spanos to the median of the annual total compensation of all employees is estimated to be 475 to 1. To identify the median of the annual total compensation of all employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: 1)We selected December 29, 2024 as the date on which to determine our median employee. As of that date, we had 60,306 active employees with 2024 earnings, with 59,912 employees based in the United States and 394 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the Company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding 394 employees in Hong Kong. After considering the de minimis exemption, 59,912 employees in the United States were considered for identifying the median employee. On December 31, 2024, the Company filed a Form 8-K announcing it had entered into a strategic partnership with Vinci Partners in which Vinci partners obtained majority control of the Brazilian operations. As a result, Brazilian employees were excluded from the analysis. 2)For purposes of identifying the median employee from our employee population base, we considered total cash compensation, as compiled from our payroll records. We selected total cash compensation as it represents the principal form of compensation delivered to all our employees and this information is readily available in each country. In addition, we measured compensation for purposes of determining the median employee using the year-to-date period ended December 29, 2024. 3)Given that Mr. Spanos joined the Company on September 3, 2024, his annualized total target compensation was used in the ratio calculation. 4)Using this methodology, we determined that our median employee was a part-time employee. In determining the annual total compensation of the median employee, such employee’s compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules. Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. 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 above, as other companies have different employee populations, geographic footprints and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. With regard to restaurant, hospitality and retail companies, comparability may further be impacted by additional factors including the mix of company-owned to franchised units.

  71. 1.Purpose and Duration

    1.Purpose and Duration 1.1 Purpose. The purpose of the Plan is to promote the interests of the Company and its stockholders by: (i) providing a means for the Company and its affiliates to attract and retain employees, officers, consultants, advisors, and directors who will contribute to the Company’s long-term growth and success; and (ii) providing such individuals with incentives which will align the interests of such individuals with those of the stockholders of the Company. Incentives available under this Plan include Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and Other Awards. 1.2 Duration. The Plan shall commence on the Effective Date, as described in Section 2.18, and shall remain in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Section 13, until all Shares subject to the Plan shall have been purchased or acquired according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after the tenth (10th) anniversary of the Effective Date (but unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to the tenth (10th) anniversary of the Effective Date may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan with respect to such Award, shall extend beyond such date). 1.3 Successor Plan. The Plan shall be treated as a successor to the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan.

  72. 2.Definitions

    2.Definitions The following terms shall have the meanings set forth below: 2.1 “Acquired Organization” means an entity that was acquired by the Company through a merger, consolidation, combination, exchange of shares, acquisition or other business transaction. 2.2 “Acquired Plan” means the incentive plan established by an Acquired Organization or any awards outstanding thereunder. 2.3 “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee. 2.4 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards or Other Awards. 2.5 “Award Agreement” means any written agreement, contract, certificate or other instrument or document, which may be in electronic format, evidencing the terms and conditions of an Award granted under the Plan. 2.6 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 and Rule 13d- 5 of the Exchange Act. 2.7 “Beneficiary” means a person named by a Participant who is entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of such Participant’s death. If no such person is named by a Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at such Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate. 2.8 “Board” or “Board of Directors” means the Board of Directors of the Company. 2.9 “Cause” means: (i) If the Participant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (ii) If no employment or service agreement exists, or if such employment or service agreement does not define Cause, the definition contained in the Award Agreement. 2.10 “Change in Control” of the Company shall mean the occurrence of any one or more of the following events: (i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the 60-day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company, representing more than 50% of the combined voting power of the Company’s then outstanding securities; or (ii) during any twelve-month period, a majority of the members of the Board is replaced by individuals who were not members of the Board as of the beginning of such period and whose election by the Board or nomination for election by the Company’s stockholders was not approved by a vote of at least a majority of the directors then still in office who either were directors as of the beginning of such period or whose election or nomination for election was previously so approved (other than an individual whose initial assumption of office is in connection with or as a result of an actual or threatened election contest relating to the election or removal of the directors of the Company, as such terms are used in Rule 14a-l 1 of Regulation 14A promulgated under the Exchange Act or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board of Directors); or (iii) consummation of a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after such merger or consolidation; or (iv) consummation of a sale or disposition of all or substantially all of the assets of the Company (other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company immediately prior to such sale or disposition). 2.11 “Code” means the Internal Revenue Code of 1986, as amended from time to time. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder. 2.12 “Committee” means the Compensation Committee of the Board or such other committee as may be designated by the Board to administer the Plan. If the Committee does not exist or cannot function for any reason or if the Board withdraws the Committee’s authority to administer the Plan, references to the Committee shall mean the Board or such other committee of the Board as designated by the Board. 2.13 “Common Stock” means the common stock, par value of $.01, of the Company, or any security issued by the Company in substitution or exchange therefor or in lieu thereof. 2.14 “Company” means Bloomin’ Brands, Inc., a Delaware corporation, and any successor thereto. 2.15 “Continuous Service” means the absence of any interruption or termination of service as an Employee, Director or Key Person. Continuous Service Status shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Affiliates or their respective successors. A change in the capacity in which the Participant renders services to the Company, its Affiliates or their respective successors as an Employee, Director or Key Person will not constitute an interruption of Continuous Service Status. 2.16 “Director” means a member of the Board. 2.17 “Disability” means: (i) If the Participant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Disability, the definition contained therein; (ii) If no employment or service agreement exits, or if such employment or service agreement does not define Disability, the definition contained in the Award Agreement; or (iii) If no definition is provided by application of clauses (i) and (ii) of this section, then Participant’s physical or mental incapacity that renders him or her unable for a period of 90 consecutive days or an aggregate of 120 days in any 365 consecutive calendar day period to perform his or her duties to the Company or any Affiliate. Notwithstanding the foregoing, with respect to any Incentive Stock Option, “Disability” shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code. To the extent the vesting or payment of any Award hereunder is accelerated by reason of a Participant’s Disability, no such acceleration shall occur until the Participant experiences a Separation from Service.

  73. 2.Definitions

    2.18 “Effective Date” shall mean the date that this Plan is approved by the stockholders at the annual meeting of stockholders to be held in 2025. 2.19 “Employee” means any person employed by the Company or any Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws. 2.20 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder, or any successor act thereto. 2.21 “Fair Market Value” means, as of any date, the value of a Share, which shall be an amount equal to the closing price of a Share on a given date (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange or inter-dealer quotation system on which the Shares are quoted or traded. If Shares are not so quoted or traded, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. 2.22 “409A Guidance” means the regulations and other guidance issued under Section 409A of the Code. 2.23 “Incentive Stock Option” or “ISO” means an option to purchase Shares granted under Section 6, which is intended to meet the requirements of Section 422 of the Code. 2.24 “Insider” means an individual who is, on the relevant date, subject to Section 16 of the Exchange Act due to his or her status with the Company. 2.25 “Key Person” means a consultant or advisor other than an Employee or Director who is a natural person and provides bona fide services to the Company or a Subsidiary or an Affiliate (other than services in connection with the offer and sale of securities in a capital-raising transaction, or that directly or indirectly promote or maintain a market in the Company’s securities). 2.26 “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Section 6 and which is not intended to be treated as an ISO under Section 422 of the Code. 2.27 “Other Award” means a cash-based or stock-based award grant made pursuant to Section 10. 2.28 “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Section 6. 2.29 “Option Price” means the price at which a Share may be purchased by a Participant upon the exercise of an Option. 2.30 “Participant” means an Employee, Director or Key Person who is eligible to receive an Award or who has an outstanding Award granted under the Plan. 2.31 “Performance Award” shall mean an Award granted pursuant to Section 9. 2.32 “Performance Period” means one or more periods of time, as the Committee may select, over which the attainment of one or more performance goals will be measured for the purpose of determining a Participant’s right to and payment of a Performance Award. 2.33 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. 2.34 “Prior Plan” means the Bloomin’ Brands, Inc. 2016 Incentive Plan and the 2020 Omnibus Incentive Compensation Plan. 2.35 “Restricted Stock” means a Shares awarded to a Participant pursuant to Section 8 herein. 2.36 “Restricted Stock Unit” or “RSU” means an unsecured and unfunded promise to deliver a Share in the future pursuant to Section 8 herein, the terms and conditions of which shall be specified in the related Award Agreement. 2.37 “Retirement” has the meaning determined by the Committee in its sole discretion, and set forth in the applicable Award Agreement. 2.38 “Separation from Service” means a termination of the employment or other service relationship between the Participant and the Company meeting the requirements of Section 409A(a)(2)(A)(i) of the Code. 2.39 “Share Reserve” shall have the meaning ascribed to such term in Section 5.1. 2.40 “Shares” means shares of the Common Stock. 2.41 “Stock Appreciation Right” or “SAR” means an Award, granted alone and designated as a SAR, pursuant to the terms of Section 7. 2.42 “Subsidiary” means any corporation, partnership, joint venture, or other entity in which the Company either directly or indirectly controls at least fifty percent (50%) of the voting interest or owns at least fifty percent (50%) of the value or capital or profits interest. 2.43 “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by an Acquired Organization. 2.44 “Successor Corporation” shall have the meaning ascribed to such term in Section 12.1.

  74. 5.Shares Subject to the Plan and Maximum Awards

    5.Shares Subject to the Plan and Maximum Awards 5.1 Number of Shares Available for Grants. Subject to fungible share counting pursuant to Section 5.4, adjustments in accordance with Section 5.5, and the share counting provisions in Section 5.6, the maximum aggregate number of Shares that may be granted pursuant to Awards shall not exceed the total of 5,545,623 shares plus 5,768,377 shares remaining authorized under the 2020 Omnibus Incentive Compensation Plan as of February 25, 2025, reduced for each share subject to an award granted under any Prior Plan after February 25, 2025 (the “Share Reserve”). Subject to Section 5.4, all Shares are available for issuance under the Plan and may be used for any type of Award under the Plan, and any or all of the Shares reserved for issuance under the Plan shall be available for issuance pursuant to the ISOs. After the Effective Date, no Award shall be granted under any Prior Plan. The share reserve shall not be reduced for Substitute Awards. Any shares of stock of an Acquired Organization available for future awards under an Acquired Plan (as adjusted and converted into Shares in accordance with the terms of the business transaction) shall be added to the number of Shares available for Awards under the Plan, subject to applicable stockholder approval and stock exchange requirements, unless the terms of the business transaction require such Acquired Plan to be maintained as a separate plan following the completion of the business transaction. 5.2 Minimum Vesting Requirement. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) Shares delivered in lieu of fully vested cash obligations, (iii) Awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the available Share Reserve authorized for issuance under the Plan pursuant to Section 5.1 (subject to adjustment under Section 5.5); and, provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in case of retirement, death, Disability or a Change in Control, in the terms of the Awards Agreement or otherwise. 5.3 Maximum Awards for Directors. The maximum aggregate number of Shares subject to Awards granted during a single fiscal year to any Director who is not an Employee, other than a non-executive chairperson, taken together with any cash fees paid to such Director during such fiscal year in respect of the Director’s service as a member of the Board during such fiscal year, shall not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date Fair Market Value of such Awards for financial reporting purposes). 5.4 Fungible Share Counting. Any Shares that are subject to Awards of Options or Stock Appreciation Rights (or options or stock appreciation rights under a Prior Plan) shall be counted against the limit set forth in Section 5.1 and for purposes of Section 5.6 as one (1) Share for every one (1) Share delivered under the Award. Any Shares that are subject to Awards other than Options or Stock Appreciation Rights (or awards other than options or stock appreciation rights under a Prior Plan) shall be counted against this limit as two and one tenth (2.1) Shares for every one (1) Share delivered under those Awards. The Share Reserve shall not be reduced for Awards that may be settled solely in cash pursuant to their terms. 5.5 Adjustments in Authorized Shares. If the Company effects a subdivision or consolidation of Shares or other capital adjustment, the number and class of Shares which may be delivered under Section 5.1 and the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan shall be adjusted in the same manner and to the same extent as all other Shares. If there are material changes in the capital structure of the Company resulting from: (i) the payment of a special dividend (other than regular quarterly dividends) or other distributions to stockholders without receiving consideration therefore; (ii) the spin-off of a Subsidiary; the sale of a substantial portion of the Company’s assets; (iii) a merger or consolidation in which the Company is not the surviving entity; or (iv) other extraordinary non-recurring events affecting the Company’s capital structure and the value of Shares, the Committee shall make equitable adjustments in the number and class of Shares which may be delivered under Section 5.1, the number and class of and/or price of Shares subject to outstanding Awards granted under the Plan and any performance goals applicable to outstanding Awards, to prevent the dilution or enlargement of the rights of Award recipients. Following any such adjustment, the number of Shares subject to any Award shall always be a whole number. No adjustment shall be made to an Option or SAR to the extent that it causes such Option or SAR to provide for a deferral of compensation subject to Section 409A of the Code and the 409A Guidance. 5.6 Increase to Share Reserve. If (i) any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii) after February 25, 2025 any Shares subject to an award under any Prior Plan are forfeited, an award under any Prior Plan expires or is settled for cash (in whole or in part), then in each such case the Shares subject to such Award or award under any Prior Plan shall, to the extent of such forfeiture, expiration or cash settlement, be added to the Share Reserve based on the fungible share counting set forth below. In the event that the applicable exercise price or withholding tax liabilities arising from an Award or, after February 25, 2025 an award under any Prior Plan are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Share Reserve based on the fungible share counting set forth below. For purposes of this Section 5.6, the Shares that again become available for Awards shall be added as (i) one (1) Share for every one (1) Share subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation rights granted under any Prior Plan, and (ii) as 2.1 Shares for every one (1) Share subject to Awards other than Options or Stock Appreciation Rights granted under the Plan or awards other than options or stock appreciation rights granted under any Prior Plan. 5.7 Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.

  75. 5.Shares Subject to the Plan and Maximum Awards

    5.8 Treatment of Dividends and Dividend Equivalents on Unvested Awards. In no event shall dividends or dividend equivalents be paid with respect to Options or Stock Appreciation Rights. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied.

  76. 7.Stock Appreciation Rights (SARs)

    7.Stock Appreciation Rights (SARs) 7.1 Grant of SARs. SARs may be granted to Participants in such number, upon such terms and at such times as determined by the Committee. A SAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award Agreement. Except with respect to an SAR that is a Substitute Award and is granted in a manner that satisfies Section 409A of the Code, the grant price of a SAR shall be at least equal to the Fair Market Value of a Share on the date of grant of the SAR. 7.2 Vesting and Exercisability of SARs. Subject to Section 5.2, SARs shall become vested and exercisable at such times and conditions and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant, as set forth in the Award Agreement. 7.3 Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them. 7.4 Duration of SARs. The term of a SAR shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed ten (10) years. If determined by the Committee in its discretion, on such terms and conditions and under such circumstances as the Committee shall establish, which may be applied differently among Participants or Awards, SARs will be deemed exercised by the Participant (or in the event of the death of or authorized transfer by the Participant by the Beneficiary or transferee) on the expiration date of the SAR to the extent that as of such expiration date the SAR is vested and exercisable and the per share exercise price of the SAR is below the Fair Market Value of a Share on such expiration date. 7.5 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying the difference between the Fair Market Value of a Share on the date of exercise over the grant price, by the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon exercise of a SAR may be in cash, in Shares of equivalent value, or in some combination thereof. The Committee’s determination regarding the form of payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

  77. 8.Restricted Stock and Restricted Stock Units (RSUs)

    8.Restricted Stock and Restricted Stock Units (RSUs) 8.1 Grant of Restricted Stock or RSUs. Restricted Stock or RSUs may be granted to Participants in such amounts, upon such terms and at such times as determined by the Committee. 8.2 Value of RSUs. Each RSU shall have a value at the time of payment equal to the Fair Market Value of one Share as of such date. 8.3 Restrictions. Subject to Section 5.2, the Committee shall impose conditions and/or restrictions on Restricted Stock or RSUs as it may deem advisable including, without limitation, time-based restrictions and/or restrictions based upon the achievement of specific performance goals. Restricted Stock or RSUs shall be forfeited to the extent that a Participant fails to satisfy the applicable conditions and/or restrictions. All such conditions and/or restrictions shall be set forth in the applicable Award Agreement. Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock. The Company may retain possession of Shares of Restricted Stock until such time as all conditions and/or restrictions applicable to such Shares have been satisfied. 8.4 Lapse of Restrictions, Payment of Restricted Stock or RSUs. Except as otherwise provided in the Award Agreement or as required by applicable law, Shares of Restricted Stock shall become freely transferable by the Participant as soon as practicable after all applicable conditions and/or restrictions have been satisfied. Except as otherwise provided in the Award Agreement or as required by applicable law, RSUs shall be settled as soon as practicable after all applicable conditions and/or restrictions with respect to such RSUs have been satisfied, in the form of cash or in Shares (or in a combination thereof) as determined by the Committee and set forth in the Award Agreement. If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Fair Market Value of the Shares as of the date on which all applicable conditions and/or restrictions have been satisfied.

  78. 12.Change in Control

    12.Change in Control 12.1 Effect of Change in Control. The Committee may (but shall not be required to) provide for accelerated vesting of an Award upon, or as a result of specified events following, a Change in Control, either in an Award Agreement, in connection with the Change in Control or any policy that may be adopted by the Committee from time to time, such as the Company’s Executive Change in Control Plan. In the event of a Change in Control, the Committee may, among other alternatives, cause any Award: (i) to be canceled in consideration of a payment in cash or other consideration to such Participant who holds such Award in an amount per share equal to the excess, if any, of the price or implied price per Share in a Change in Control over the per Share exercise or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award and, if the price or implied price per Share in a Change in Control is equal to or less than the per Share exercise or purchase price of such Award, the Award may be canceled for no consideration; or (ii) to be assumed or a substantially equivalent Award shall be substituted by the successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right (or agree to cash out the Award as provided in clause (i)), in which case such Award shall become fully vested immediately prior to the Change of Control and shall thereafter terminate. An Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Change in Control, as the case may be, each holder of an Award would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by the award at such time; provided that if the consideration to be received in the transaction is not solely common stock of the Successor Corporation, the Committee may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the assumed award to be solely common stock of the Successor Corporation. A transfer among the Successor Corporation and its affiliates shall not be deemed a termination of Participant’s Continuous Service. 12.2 Termination, Amendment and Modification of Change in Control Provisions. Notwithstanding any other provision of this Plan or any Award Agreement provision to the contrary, the provisions of this Section 12 may not be terminated, amended, or modified on or after the date of a Change in Control to affect adversely any Award granted under the Plan prior to the Change in Control without the prior written consent of the Participant to whom the Award was made; except that no action shall be permitted under this Section 12.2 that would impermissibly accelerate or postpone payment of an Award subject to Section 409A of the Code and the 409A Guidance.

  79. 17.Miscellaneous

    17.Miscellaneous 17.1 Number. Except where otherwise indicated by the context, the plural shall include the singular and the singular shall include the plural. 17.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 17.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. In the event that such laws, rules, and/or regulations prohibit the grant of Awards and/or issuance of Shares under the Plan, or if such actions are prohibited by or approvals cannot be obtained from governmental agencies or national securities exchanges, the Company shall be relieved from liability for failure to grant Awards and/or failure to issue and sell Shares upon exercise of an Award. 17.4 Securities Law Compliance. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 (b)(3) of the Exchange Act or its successors. To the extent any provision of the plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. 17.5 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. 17.6 Plan Controls. Unless expressly stated otherwise in the Plan, in the event of any conflict between the provisions of an Award Agreement and the Plan, the Plan shall control, and the conflicting provisions of the Award Agreement shall be null and void ab initio. 17.7 Repayment of Awards; Forfeiture. The Committee hereby reserves the right to seek repayment or recovery of an Award, including any Shares subject to or issued under an Award or the value received pursuant to an Award, as appropriate, notwithstanding any contrary provision of the Plan, per the Company’s Compensation Recovery Policy, as it may be amended from time to time, or any successor policy thereto. In addition, any Award, including any Shares subject to or issued under an Award or the value received pursuant to an Award is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time, and is also subject to any applicable law or regulation or the standards of any stock exchange on which the Shares are then listed that provide for any such recovery, recoupment, clawback and/or forfeiture. The Committee may also specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant, a termination of the Participant’s employment for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates. 17.8 Section 409A Compliance. It is intended that the Awards are either exempt from the requirements of Section 409A of the Code and the 409A Guidance or will satisfy the requirements of Section 409A of the Code and the 409A Guidance (in form and operation) so that compensation deferred under an applicable Award (and applicable earnings) shall not be included in income under Section 409A of the Code, and the Plan will be construed to that effect. Notwithstanding anything else in the Plan, if the Board determines a Participant to be one of the Company’s “specified employees” under Section 409A of the Code at the time of such Participant’s Separation from Service in accordance with the identification date specified in the 409A. Guidance and the amount hereunder is “deferred compensation” subject to Section 409A, then any distribution that otherwise would be made to such Participant with respect to this Award as a result of such termination shall not be made until the date that is six months after such Separation from Service or, if earlier, the date of the death of the Participant. However, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any person for any equity award under Section 409A of the Code. If an Award is subject to Section 409A of the Code and the 409A Guidance, the Award Agreement will incorporate and satisfy the written documentation requirement of Section 409A of the Code and the 409A Guidance either directly or by reference to other documents. Notwithstanding the foregoing, the Company and the Committee shall not have any liability to any Participant for taxes or penalties under Section 409A of the Code, and the Company and the Committee shall not have any obligation to indemnify any Participant for any taxes or penalties under Section 409A of the Code. 17.9 Stockholder Rights. Except as provided in the Plan or an Award Agreement, no Participant or Beneficiary shall have any rights as a stockholder with respect to Shares subject to an Award until such Shares are delivered to the Participant or the Beneficiary, and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is prior to the date such Shares are delivered. 17.10 No Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 17.11 Sub-plans. The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax, or other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed. 17.12 Acceleration of Exercisability and Vesting. The Committee, as allowed under applicable law, shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest. 17.13 Unfunded Plan. The Plan shall be unfunded. Neither the Company, the Board, nor the Committee shall be required to establish any special or separate fund or to segregate any assets to assure the performance of their obligations under the Plan.

  80. Appendix C

    _________________ (1)Diluted net (loss) income attributable to common stockholders includes net income from continuing and discontinued operations. (2)Adjustment for interest expense related to the convertible senior notes due in 2025 (the “2025 Notes”) weighted for the portion of the period prior to our election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes in cash. (3)For 2024, primarily includes closure costs and severance in connection with the decision to close 41 underperforming restaurants (the “2023 Restaurant Closures”), the closure of nine restaurants in Hong Kong and impairment charges related to certain underperforming restaurants. For 2023, primarily includes asset impairment, closure costs and severance in connection with the 2023 Restaurant Closures. For 2023 and 2020, includes lease termination gains of $6.7 million and $2.8 million, respectively, net of related impairments. (4)Includes charges in connection with the sale of majority ownership in our Brazil operations including, impairment of the disposal group and transaction-related professional fees, offset by gains on transaction-related foreign currency forward contracts. (5)Represents fees incurred in connection with a project-based strategic initiative. The costs incurred represent third-party consulting fees related to a strategic initiative to develop revenue growth management capabilities for Outback Steakhouse and are included in General and administrative expense. Given the magnitude and scope of this initiative and that it is not expected to recur in the foreseeable future after 2024, we consider these incremental expenses to be distinct from other consulting fees that we incur in the ordinary course of business and not reflective of the ongoing costs to operate our business or operating performance in the period. (6)Compensation costs and professional fees related to our CEO transition and severance related to other executive level changes. (7)Costs incurred in connection with the transition to a new partner compensation program. (8)For 2023 and 2022, reflects changes in legal reserves in connection with certain collective action wage and hour lawsuits. For 2021, includes: (i) a $3.1 million benefit from the recognition of recoverable Program of Social Integration and Contribution for the Financing of Social Security taxes, including accrued interest, within other revenues as a result of favorable court rulings and (ii) an accrual of $2.7 million for Imposto sobre Serviços, a Brazilian municipal service tax, in connection with royalties from our Brazilian subsidiary over the prior five years, including related penalties and interest, as a result of an unfavorable Brazilian Supreme Court ruling. (9)Payment made to the Carrabba’s Italian Grill founders in connection with the Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement. (10)Severance, professional fees and other costs incurred as a result of transformational and restructuring activities. (11)Costs incurred in connection with the COVID-19 pandemic, primarily consisting of fixed asset and right-of-use asset impairments, restructuring charges, inventory obsolescence and spoilage, contingent lease liabilities and current expected credit losses. (12)Amortization of debt discount related to the issuance of the 2025 Notes. (13)Primarily includes professional fees, severance and other costs not correlated to our core operating performance during the period. (14)For 2024, includes losses primarily in connection with the repurchase of $83.6 million of our outstanding 2025 Notes, including settlements of the related convertible senior note hedges and warrants (the “Second 2025 Notes Partial Repurchase”). For 2022, primarily includes losses in connection with the repurchase of $125.0 million of our outstanding 2025 Notes, as well as settlement of the related convertible senior note hedges and warrants (the “First 2025 Notes Partial Repurchase”). (15)Includes the tax effects of non-GAAP adjustments determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates for all periods presented. The difference between GAAP and adjusted effective income tax rates during fiscal year 2024 primarily relates to nondeductible losses and other tax costs associated with the Second 2025 Notes Partial Repurchase. For 2024, includes adjustments for $33.8 million of deferred income tax expense resulting from the Brazil Sale Transaction. For 2023, also includes a $2.9 million adjustment related to a Brazil federal income tax exemption on certain state value added tax benefits. For 2022, the primary difference between GAAP and adjusted effective income tax rates relates to certain non-deductible losses and other tax costs associated with the First 2025 Notes Partial Repurchase. For 2021, also includes a $4.2 million adjustment for the reduction of certain unrecognized tax benefits related to tax positions taken during a prior period. (16)Consideration paid in excess of the carrying value for the redemption of preferred stock of our Abbraccio concept. (17)Adjusted diluted weighted average common shares outstanding for the fiscal years 2024, 2023, 2022 and 2021 were calculated including the effect of 1.6 million, 5.1 million, 6.1 million and 10.0 million dilutive securities, respectively, for outstanding 2025 Notes and the effect of 1.0 million, 3.4 million, 3.0 million and 6.2 million dilutive securities, respectively, for the Warrant Transactions, as defined below. In connection with the offering of the 2025 Notes, we entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”). If our stock price is in excess of the conversion price of the 2025 Notes ($10.60, $11.14, $11.59 and $11.89 as of December 29, 2024, December 31, 2023, December 25, 2022 and December 26, 2021, respectively), the Convertible Note Hedge Transactions deliver shares to offset dilution from the 2025 Notes, which, in combination with the Warrant Transactions, effectively offset dilution from the 2025 Notes up to the strike price of the Warrant Transactions ($14.84, $15.60, $16.23 and $16.64 as of December 29, 2024 and December 31, 2023, December 25, 2022 and December 26, 2021, respectively). Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the fiscal years 2023, 2022 and 2021 have been recast to remove the 5.1 million, 6.1 million and 10.0 million share benefit, respectively, of the Convertible Note Hedge Transactions which was previously included as a non-GAAP share adjustment. (18)Due to a GAAP net loss, antidilutive securities are excluded from diluted weighted average common shares outstanding for the fiscal year 2024. However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.