Michael Spanos
Bloomin' BrandsAbout Michael Spanos
Michael L. Spanos is the Chief Executive Officer of Bloomin’ Brands and a director since 2024; he is 60 years old and began as CEO effective September 3, 2024 . He holds an MS in Organizational Behavior from the University of Pennsylvania and a BS in History from the U.S. Naval Academy, and is a U.S. Marine Corps veteran (1987–1993) . 2024 pay outcomes reflected below-target performance: the corporate STIP paid 28% of target and the long-term incentive plan paid 0% of target, consistent with adjusted revenue and adjusted operating income results below rigorous targets ($4,445mm vs. $4,526mm target; $226.8mm vs. $324mm target) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delta Air Lines, Inc. | Executive Vice President & Chief Operating Officer | 2023–2024 | Senior operations leadership of complex, multi-unit business |
| Six Flags Entertainment Corp. | President & Chief Executive Officer | 2019–2021 | Led consumer brand development and commercialization initiatives |
| PepsiCo, Inc. | CEO, Asia/Middle East/North Africa; President & CEO, Shanghai | 2014–2019 | International expansion, culture transformation, customer/retail leadership |
| Pepsi Bottling Group / Pepsi Beverages Co. | Various senior roles incl. Chief Customer Officer NA Beverages | 1998–2014 | Consumer/retail strategy, category management, commercialization |
External Roles
| Organization | Role | Years |
|---|---|---|
| Casey’s General Stores, Inc. | Director (public company board) | Since 2022 |
Fixed Compensation
| Element | Amount/Terms |
|---|---|
| Base Salary | $1,000,000 |
| Target Annual Bonus | 175% of base salary (prorated for 2024 start) |
| Annual Equity Award Target (from 2025) | $6,000,000 |
| Sign-on Cash Bonus | $500,000 |
| Relocation Payment | $500,000 |
| Attorney Fee Reimbursement | Up to $25,000 |
| New-Hire Equity – Transition RSU Award | $1,500,000 grant-date fair value; vests ratably over 3 years |
| New-Hire Equity – Inducement RSU Award | $1,000,000 grant-date fair value; vests ratably over 3 years |
2024 actual pay (as disclosed in the Summary Compensation Table):
| Metric | 2024 |
|---|---|
| Salary | $303,846 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $2,500,012 |
| Non-Equity Incentive (STIP) | $158,846 |
| All Other Compensation | $1,002,315 |
| Total | $3,965,019 |
Performance Compensation
STIP design and targets (Corporate STIP for 2024):
| Metric | Weighting | Threshold | Target | Max | Actual | Performance Factor | Funding/Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Revenue (USD mm) | 50% | $4,301 | $4,526 | $4,888 | $4,445 | 56% | 28% |
| Adjusted Operating Income (USD mm) | 50% | $228 | $324 | $357 | $226.8 | 0% | 0% |
Additional STIP details:
- 2024 STIP metric structure changed to 50% adjusted revenue and 50% adjusted operating income (vs. prior-year same-store sales + adjusted operating income); payout opportunity range 0–200% of target .
- Spanos’ STIP payout for 2024 was $158,846, prorated for his September 3, 2024 start date; achievement equaled 28% of target with a 100% individual performance factor .
Long-term incentive program (LTI):
- Mix: two-thirds PSUs (cliff vest after 3 years based on performance) and one-third RSUs (ratable over 3 years) .
- 2024 LTI payout outcome: 0% of target, reflecting below-target three-year EPS/TSR performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 12, 2025) | “—” listed for Spanos; less than 1% of shares outstanding; shares outstanding: 84,855,311 |
| Pledging/Hedging | Prohibited for directors and executive officers; no margin accounts or pledging; no hedging transactions allowed |
| Ownership Guidelines | CEO must hold 6x base salary; directors 5x annual retainer |
| Guideline Compliance | All executive officers and non-employee directors have met or are on track to meet requirements within 5 years |
| Retention Policy While Below Guideline | Must retain 50% of net after-tax shares from vesting/exercise; limited exceptions for option exercise price/taxes |
Employment Terms
Key definitions and severance economics:
- Termination definitions: Cause and Good Reason defined (including material diminution of duties, salary reduction, relocation >50 miles, or Company breach) .
- CEO Severance (no CIC): Lump sum equal to 2x base salary; pro rata portion of target bonus; accelerated vesting of any unvested portion of transition RSU award; 12 months COBRA premium cash payment; payable within 60 days .
- CEO Retirement: Pro rata vesting of RSUs, PSUs, and stock options granted in connection with CEO appointment; payout of earned but unpaid salary and prior-year bonus .
- CIC Treatment: CIC does not itself trigger severance under the employment agreement; under the Company’s Change in Control Plan, benefits are provided only upon a qualifying termination within 24 months (double trigger) .
- CIC Plan benefits for CEO: Lump sum equal to 2x base salary plus target annual bonus; accelerated vesting of all outstanding equity awards; 18 months group health benefits; six months outplacement; subject to non-compete and other covenants; reduced by similar payments under other arrangements .
- Restrictive covenants: Noncompetition, nondisclosure, nonsolicitation, and nonpiracy; in effect during employment and for 24 months post-termination for any reason, and required for severance eligibility .
- Clawback: Compensation recovery policy applies to cash and equity compensation for CEO and certain officers/key employees .
- Excise tax gross-ups: Not provided upon change in control (shareholder-friendly) .
Potential payments upon separation (as of Dec 29, 2024; amounts reflect scenario assumptions in proxy):
| Scenario | Severance ($) | Equity ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (no CIC) | 2,567,308 | 1,326,976 | — | 3,894,284 |
| Involuntary Termination (with CIC; qualifying termination) | 1,742,308 | 2,211,618 | — | 3,953,926 |
| Retirement | — | — | — | — |
| Disability | — | 1,326,976 | — | 1,326,976 |
| Death | — | 1,326,976 | — | 1,326,976 |
Board Governance
- Director since 2024; CEO and management director (not independent) .
- Independent Chairman: R. Michael Mohan (appointed Aug 28, 2023), providing oversight, independent board meeting leadership, and shareholder engagement; Board holds regular executive sessions .
- Committee independence: All board committee members are independent; CEO/director Spanos does not sit on Audit, Compensation, or Nominating & Corporate Governance committees .
- Board committees & current chairs: Audit – Chair Julie Kunkel; Compensation – Chair Melanie Marein‑Efron; Nominating & Corporate Governance – Chair John J. Mahoney; Operating Committee formed under Starboard Agreement includes George (Chair), Mahoney, Mohan, Sagal .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Dual‑role implications and safeguards:
- The company maintains an independent Chair and fully independent committees, reducing potential CEO/director independence concerns; policy contemplates a Lead Independent Director if the Chair is not independent .
Director Compensation
- Spanos serves as CEO and an employee director; non‑employee director compensation (cash retainers and RSU grants) applies to outside directors, not the CEO .
Compensation Peer Group (Benchmarking and Inflation Risk)
- 2024 peer group: 25 consumer discretionary companies (including Texas Roadhouse, Darden, Cheesecake Factory, Domino’s, Wendy’s, Royal Caribbean, VF Corp, PVH, Tapestry, Williams‑Sonoma, etc.); used by FW Cook to benchmark around the Competitive Market Median for target direct compensation .
- Peer group changes: Expanded/updated July 2023 to the 2024 list above, adding apparel/footwear and China exposure among consumer brands .
- Target percentile: Competitive Market Median for all elements of target direct compensation (individual positioning may vary based on performance, experience, and role criticality) .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 | 97.6% |
| 2024 | 97.4% |
Additional Program Design Notes
- Equity mix and governance: PSUs (2/3) cliff vest after three years; RSUs (1/3) ratably vest over three years; double‑trigger CIC vesting; no option repricing without shareholder approval; no excise tax gross‑ups; clawback policy applies; strong ownership and retention requirements .
Investment Implications
- Alignment: CEO’s at‑risk pay is high (company cites 88.6% of CEO compensation at risk), with STIP tied 50/50 to adjusted revenue and adjusted operating income and LTI driven by multi‑year PSU outcomes—payouts in 2024 were meaningfully below target (28% STIP; 0% LTI), reinforcing pay‑for‑performance alignment .
- Retention and selling pressure: Three‑year ratable vesting of $2.5mm new‑hire RSUs (transition + inducement) introduces predictable vesting cadence; ownership guidelines require retention of 50% of net shares while below target and prohibit hedging/pledging, mitigating near‑term selling pressure and alignment risk .
- Change‑in‑control economics: Double‑trigger CIC severance (2x salary+target bonus for CEO) plus full equity acceleration could create event‑driven upside for the CEO; absence of excise tax gross‑ups and strong post‑termination covenants are shareholder‑friendly .
- Governance safeguards: Independent Chair and fully independent committees mitigate dual‑role risks of CEO serving as a director; Operating Committee formed in 2024 adds oversight to operational initiatives .
- Execution risk and track record: 2024 fell short of adjusted revenue and operating income targets, contributing to low incentive payouts; focus areas include Outback traffic and operational execution and Brazil portfolio simplification via Vinci partnership, which the Board cited as groundwork for future performance—near‑term KPIs bear watching for turnaround momentum .