John J. Mahoney

About John J. Mahoney

John J. Mahoney is an independent director of Bloomin’ Brands, Inc. (BLMN) since 2012 and currently serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Operating Committee; he is 73 years old . Mahoney is the former CFO and Vice Chairman of Staples, Inc. with a prior 20-year career as a Partner at Ernst & Young; he holds a BA from College of the Holy Cross and an MBA from Northeastern University and is a Certified Public Accountant . The Board has affirmatively determined his independence under NASDAQ standards; he was re-nominated in 2025 notwithstanding the Board’s age policy after tendering his resignation due to the skills he contributes to the Board and its committees .

Past Roles

External Roles

Board Governance

• Current BLMN committee assignments: Chair, Nominating & Corporate Governance; Member, Operating Committee formed under the Starboard Agreement .
• Governance rotation and oversight: Nominating & Corporate Governance held 7 meetings; Audit held 8; Compensation held 5 in FY2024; the Board held 9 meetings; all incumbent directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Prior roles: Audit Committee Chair and Audit Committee financial expert in 2023 (moved from Audit Chair in 2024/2025 to Nominating & Corporate Governance Chair in 2025) .
• Independence: Board determined Mahoney is independent under NASDAQ standards; all standing committees are fully independent .
• Re-election 2025 vote outcome: For 69,028,898; Against 1,756,249; Abstentions 290,925; Broker non-votes 5,977,174 .

Fixed Compensation

• Structure: Annual cash retainer $95,000; Chair fees Nominating & Corporate Governance $30,000; Operating Committee member $10,000; RSU annual grant fair value $155,000 (non-executive Chair $240,000) with one-year vest aligned to annual meeting .
• Director stock ownership guideline: 5x annual cash retainer; all non-employee directors have met or are on track .

Performance Compensation

• Director equity awards: Annual RSUs (time-based, full vest at the next annual meeting, subject to minimum 50 weeks from grant) . Under the 2025 Plan, director awards are subject to minimum vesting standards and a non-employee director total cap of $500,000 (including cash and equity) . Change-in-control treatment for non-employee director RSUs provides immediate vesting upon a Change in Control per the form award agreement .

Other Directorships & Interlocks

• Current public board roles: Burlington Stores (Chair since 2020) .
• Recently ended directorships: Chico’s FAS (ended 2024); The Michael’s Companies (ended 2023) .
• No arrangements regarding service as a director other than for Starboard’s nominees (George and Sagal); none disclosed for Mahoney .

Expertise & Qualifications

• Finance and accounting: Large-cap public company CFO and extensive audit/accounting governance expertise; risk management experience from E&Y and Staples .
• Consumer and retail operations: 35+ years, including multinational retail exposure at Staples .
• Human capital: Chaired compensation committees at Chico’s and Burlington; experience overseeing HR initiatives .
• International operations oversight: Via Staples CAO role .

Equity Ownership

• Hedging/pledging: Prohibited for directors; no pledging allowed; no margin accounts permitted .
• Ownership guideline compliance: Met or on track for all non-employee directors .

Governance Assessment

• Positive signals: Long-tenured independent director with deep finance/audit credentials; currently chairs Nominating & Corporate Governance (key role for board composition, refreshment and ESG oversight); consistent attendance standards; strong re-election support in 2025; robust director ownership guidelines and hedging/pledging prohibitions .
• Oversight and shareholder engagement: Nominating & Corporate Governance Committee performs board self-evaluations and succession planning; BLMN engaged holders of ~58% of shares and met with ~35% in 2024; say-on-pay 2025 passed (For 65,600,851; Against 5,140,351; Abstentions 334,870; broker non-votes 5,977,174) .
• Potential flags to monitor: Board age policy exception for Mahoney (resignation tendered; Board rejected due to skills) suggests targeted continuity over strict tenure limits; Operating Committee established under an activism agreement (Mahoney is a member), which heightens focus on operational oversight—monitor for undue influence or conflicts (none disclosed for Mahoney) .
• Change-in-control terms: Director RSUs vest immediately upon Change in Control under the form agreement—watch alignment versus best practices favoring double-trigger vesting; the 2025 Plan otherwise avoids “liberal” change-in-control definitions and prohibits option/SAR repricing .

Appendix: Meeting and Voting Data (context)

• FY2024 Board and committees: Board (9 meetings); Audit (8); Compensation (5); Nominating & Corporate Governance (7) .
• 2025 Annual Meeting outcomes: Director election results per nominee (Mahoney: For 69,028,898; Against 1,756,249; Abstentions 290,925; broker non-votes 5,977,174); PwC ratified; 2025 Omnibus Plan approved; annual say-on-pay frequency “1 Year” approved; virtual meetings shareholder proposal failed .