Jonathan Sagal
Bloomin' BrandsAbout Jonathan Sagal
Independent director at Bloomin’ Brands since 2024; age 43. Partner at Starboard Value LP with activism, finance, and governance expertise; MBA from Columbia Business School and AB in Philosophy from Princeton University. Serves on the Nominating & Corporate Governance Committee and the Board’s Operating Committee; affirmed independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starboard Value LP | Partner | 2011–present | Activist investor; engages with boards to unlock value |
| Casablanca Capital | Investment Analyst | 2010–2011 | Special situations investing |
| Mill Road Capital | Investment Analyst | 2009–2010 | Small-cap focused investments |
| Prentice Capital Management | Investment Analyst | 2006–2009 | Retail/consumer investments |
| Rothschild Inc. | Investment Banking Analyst | 2004–2006 | Transaction execution |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Acacia Research Corporation | Director | 2019–2024 | Member, Nominating, Governance & Sustainability Committee |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; Operating Committee member established under the January 2024 Starboard Agreement (Operating Committee members: George—Chair, Mahoney, Mohan, Sagal) .
- Independence: Board affirmatively determined Sagal is independent under NASDAQ standards .
- Attendance: In fiscal 2024 the Board met 9 times; Audit 8; Compensation 5; Nominating & Corporate Governance 7; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership: Independent Chairman (R. Michael Mohan) and regular executive sessions; Lead Independent Director elected only if Chair/CEO combined or non-independent Chair; not applicable currently .
- Stockholder engagement: Reached out to holders of ~58% of outstanding shares; engaged with holders of ~35% in 2024 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Non-employee directors |
| Nominating & Corporate Governance Committee member retainer | $10,000 | Member; chair fee $30,000 (not applicable) |
| Operating Committee member retainer | $10,000 | Member; chair fee $30,000 (not applicable) |
| 2024 fees earned (cash) | $111,635 | Prorated for partial-year service and committee timing |
Performance Compensation
| Item | Detail | Value/Terms |
|---|---|---|
| Annual RSU grant (standard non-employee director) | Fair value at grant | $155,000; vests in full at the first annual meeting following grant |
| 2024 stock awards (Sagal) | Total RSU grant value recognized | $193,830 (includes prorated grants upon Jan 2024 appointment and annual grant) |
| Unvested RSUs (as of 12/29/2024) | Units outstanding | 5,881 RSUs |
| Vesting schedule | Director RSUs | Full vest at next annual meeting (approx. 1-year term alignment) |
| Clawback policy | Applies to equity awards | Awards subject to Company’s Compensation Recovery Policy and applicable exchange rules |
| Change-in-control treatment | Governance guardrails | No automatic single-trigger acceleration; Committee discretion; acceleration if successor won’t assume awards |
| Non-employee director cap | Annual limit | Awards + cash fees ≤ $500,000 (excl. non-exec Chair) |
Performance metrics tied to director compensation
| Metric | Application | Notes |
|---|---|---|
| None (time-based RSUs) | Director equity grants are time-based, not performance-based | Director RSUs vest on time; no TSR/EPS hurdles |
Other Directorships & Interlocks
- Prior public board: Acacia Research Corporation (2019–2024); committee member on Nominating, Governance & Sustainability .
- Investor interlock: Partner at Starboard Value LP; Starboard beneficially owns 8,441,000 BLMN shares (9.95% of common stock) and nominated Sagal to the Board via the now-expired Starboard Agreement; Operating Committee formed under that agreement .
Expertise & Qualifications
- Finance and executive leadership in activist investing; diligence on operations and value creation .
- Casual dining familiarity via prior Starboard engagements (Darden, Papa John’s) and real estate transaction experience (Darden REIT spin) .
- ESG and governance experience through Acacia’s Nominating, Governance & Sustainability Committee .
- Education: AB (Princeton); MBA (Columbia) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,492 shares | As of Feb 12, 2025 |
| Unvested RSUs | 5,881 units | As of Dec 29, 2024 |
| Shares outstanding (for % calc) | 84,855,311 | As of Feb 12, 2025 |
| Ownership (% of outstanding) | ~0.0018% | 1,492 ÷ 84,855,311; calculated from cited figures |
| Hedging/pledging | Prohibited | No margin/pledging/hedging for directors |
| Stock ownership guidelines | 5× annual retainer | Directors must reach 5× annual retainer; all have met or are on track |
Governance Assessment
- Positives
- Independent director, strong attendance, and robust committee involvement; independent Chairman and regular executive sessions .
- Director pay structure balanced: modest cash retainer and time-based RSUs with clear vesting; strong guardrails—no option repricing, clawbacks, annual cap for directors, and no single-trigger CIC vesting .
- Shareholder engagement and high say-on-pay support (97.4% in 2024), indicating investor alignment with compensation governance .
- Potential conflicts and risk indicators
- RED FLAG potential: activist interlock—Sagal is a Starboard partner; Starboard owns ~9.95% of BLMN and secured Operating Committee formation via 2024 agreement (expired), which may concentrate influence; Board has affirmed independence, but monitoring is warranted .
- Low direct share ownership (1,492 shares), though RSUs and 5× retainer guidelines support alignment; verify continued progress to guideline compliance given 2024 appointment timing .
- No related-party transactions disclosed for Sagal; Company maintains prohibitions on hedging/pledging and does not provide excise tax gross-ups, mitigating typical governance red flags .
Overall, Sagal brings activist-driven value creation expertise and governance experience, with independence affirmed and attendance solid. The Starboard linkage is the primary area to track for potential conflicts, balanced by strong governance policies and director pay guardrails .