Kelly Lefferts
Bloomin' BrandsAbout Kelly Lefferts
Kelly M. Lefferts, 58, serves as Executive Vice President, Chief Legal Officer and Secretary of Bloomin’ Brands (since July 2019; Secretary since February 2016). She previously served as Group VP & U.S. General Counsel (2015–2019) and VP & Assistant General Counsel (2008–2015) . 2024 pay outcomes evidence alignment with shareholder results: the 2024 annual bonus plan paid 28% of target on below-target adjusted revenue and operating income, and the 2022–2024 PSU cycle paid 0% (Relative TSR landed in the bottom third) . Say‑on‑pay support was 97.4% at the 2024 annual meeting, indicating broad investor approval of the program structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bloomin’ Brands, Inc. | EVP, Chief Legal Officer; Secretary | Jul 2019–present (EVP CLO); Secretary since Feb 2016 | Senior legal and governance leadership for portfolio; corporate transactions and governance overseen by CLO/Secretary |
| Bloomin’ Brands, Inc. | Group VP & U.S. General Counsel | Sep 2015–Jul 2019 | Led U.S. legal affairs; supported brand and corporate initiatives |
| Bloomin’ Brands, Inc. | VP & Assistant General Counsel | Jan 2008–Sep 2015 | Advanced in‑house counsel roles; supported growth and compliance |
External Roles
- No public company directorships or external board roles disclosed for Ms. Lefferts in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 520,000 (market adjustment in Feb 2023) | 520,000 |
| STIP Target (% of Salary) | 85% | 85% | 85% |
| Actual Annual Bonus Paid ($) | 284,240 | 268,294 | 123,760 |
Notes:
- 2024 STIP design: 50% Adjusted Revenue, 50% Adjusted Operating Income; payout 28% of target on company results .
Performance Compensation
Annual Bonus (STIP) – 2024 Plan Mechanics and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Performance Factor | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue ($mm) | 50% | 4,301 | 4,526 | 4,888 | 4,445 | 56% | 28% |
| Adjusted Operating Income ($mm) | 50% | 228 | 324 | 357 | 226.8 | 0% | 0% |
| Total STIP Payout | — | — | — | — | — | — | 28% of target |
- Ms. Lefferts’ 2024 bonus: $123,760 (100% individual modifier applied to the 28% corporate funding) .
Long‑Term Incentives (LTI)
- Standard mix in 2024: 2/3 PSUs (3‑year cliff vest, 2024–2026) tied to Adjusted Diluted EPS with Relative TSR modifier; 1/3 RSUs (ratable over 3 years) .
- 2024 PSU performance curve (Adjusted EPS): Threshold $2.23; Target $2.66; Max $2.97; Relative TSR modifier: 75%/100%/125% for bottom/middle/top terciles vs S&P 1500 Restaurants; cap 200% .
- Historical PSU outcome: 2022–2024 PSU cycle paid 0% (Adjusted EPS actual $1.65; Relative TSR bottom third at 75% modifier) .
| LTI Grants to Kelly Lefferts (2024) | Grant Date | Type | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual PSU (target) | 2/28/2024 | PSU | 13,451 | 366,674 | 3‑year cliff (2024–2026), subject to performance |
| Annual RSU | 2/28/2024 | RSU | 7,340 | 183,353 | Ratable over 3 years |
| Retention RSU (CEO transition) | 9/3/2024 | RSU | 25,924 | 400,007 | Vests over 2 years |
Additional 2025 action:
- Special recognition award (Q3’25): $80,000 cash bonus and RSUs ~$100,000 grant‑date value vesting one year from 9/2/2025 .
Realized/vesting activity
| 2024 Stock/Option Activity (Lefferts) | Shares/Units | Value ($) |
|---|---|---|
| Options exercised | 3,407 | 6,201 |
| Stock vested (PSUs/RSUs) | 31,876 | 848,271 |
| Shares withheld for taxes on vesting | 11,169 | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 112,585 shares; less than 1% of outstanding |
| Components (within 60 days of 2/12/2025) | Includes options: 7,281 @ $21.29; 5,703 @ $24.10; 4,200 @ $25.36; and 7,304 RSUs; excludes 33,214 RSUs and 26,091 PSUs not vesting within 60 days |
| Outstanding unvested awards at 12/29/2024 | RSUs/PSUs unvested: 2,462; 17,432; 20,791; 25,924 (market values $30,209; $213,891; $255,106; $318,087, respectively) |
| Options outstanding | 4,200 (2/26/2025, $25.36); 5,703 (2/23/2028, $24.10); 7,281 (2/19/2029, $21.29) |
| Ownership guidelines | Stock ownership guidelines apply to directors, executive officers and leadership team; CEO required 6x salary; non‑employee directors 5x retainer (multiple for non‑CEO executives not specified in proxy excerpt) |
| Hedging/pledging | Company prohibits pledging, margin accounts, and speculative/hedging transactions by executives and directors |
| 10b5‑1 plans | No director or executive officer adopted/modified/terminated a Rule 10b5‑1 plan in Q2’25 |
| Deferred compensation | 2024 contributions $44,614; 2024 earnings $188,893; year‑end balance $1,218,365 |
Vesting cadence (potential selling pressure indicators):
- Annual RSUs vest ratably over 3 years; 2024 retention RSUs vest over 2 years; PSUs cliff‑vest after 3 years if performance met .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (no CIC) | Under Severance Pay Plan, involuntary termination without cause: lump sum equal to base salary + target bonus, plus up to 12 months COBRA premium; one‑half of this amount if terminated for unsatisfactory performance/insufficient aptitude; restrictive covenants apply |
| Change in Control (double trigger) | If terminated without cause or resigns for good reason within 24 months after a CIC: 1.5x base salary + target bonus (CEO 2.0x), accelerated vesting of all equity, 18 months health benefits, 6 months outplacement; subject to covenants; no excise tax gross‑ups |
| Lefferts—modeled payouts (12/29/2024 share price $12.27) | No CIC termination: Severance $962,000; Health $13,019; Equity —. With CIC termination: Severance $1,443,000; Equity $974,005; Health $19,529. Retirement: Equity $389,879. Death/Disability: Equity $785,808 |
| Restrictive covenants | Noncompetition, nonsolicitation, nondisclosure, non‑piracy apply to Ms. Lefferts under her offer/employment terms (generally through 12 months post‑employment, or for a period equal to the severance period if applicable) |
| Clawback | All awards subject to Company Compensation Recovery (clawback) Policy and applicable listing standards |
Performance & Track Record (context)
- 2024 company results vs targets driving pay outcomes: Adjusted Revenue $4,445mm vs $4,526mm target; Adjusted Operating Income $226.8mm vs $324mm target, resulting in 28% STIP funding .
- 2022–2024 PSU cycle paid 0% (Adjusted EPS actual $1.65; Relative TSR bottom tercile), reinforcing downside alignment .
- 2024 say‑on‑pay support: 97.4% .
Compensation Structure Analysis
- Increased use of time‑vested equity for retention during CEO transition: Two‑year retention RSUs in Sept 2024 ($400,000 grant‑date value to Ms. Lefferts) add near‑term vesting supply but strengthen retention .
- 2025 program changes: mix shifting to 50% PSU / 50% RSU (from 2/3 PSU) and adding Free Cash Flow Conversion (50%) alongside EPS (50%) to PSU metrics—broadening focus on cash discipline .
- Shareholder‑friendly features: no option/SAR repricing or cash buyouts without shareholder approval; minimum 1‑year vesting; no dividends on unvested awards; robust clawback; no CIC excise tax gross‑ups; hedging/pledging prohibited .
Investment Implications
- Pay‑for‑performance integrity appears strong: 28% STIP and 0% PSU payout for 2022–2024 cycle, despite significant equity grant values, indicate meaningful downside risk for management and tight linkage to EPS/TSR outcomes .
- Retention and near‑term vesting: 2024 retention RSUs (2‑year vest) plus standard 3‑year RSUs suggest incremental vesting‑related supply through 2026; however, hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
- Change‑in‑control economics: Double‑trigger protection (1.5x cash plus full equity acceleration) provides retention in strategic scenarios; restrictive covenants and clawback reduce behavioral risk .
- Governance and investor sentiment: Strong 2024 say‑on‑pay support (97.4%) and program enhancements (adding FCF conversion to PSUs) support confidence that incentives are evolving toward durable cash generation and returns .