R. Michael Mohan
Bloomin' BrandsAbout R. Michael Mohan
Independent Chairman of the Board at Bloomin’ Brands (since Aug 28, 2023), director since 2017; age 57; former President and COO of Best Buy Co. Educated in Engineering and Commerce at the University of Calgary; brings deep multi-decade operating leadership in large-scale retail, merchandising, supply chain, digital, and real estate; previously served as Lead Independent Director at Petco and acted as interim CEO in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co. | President & COO; Chief Operating Officer, U.S. Business; Sr EVP & Chief Merchandising & Marketing Officer; other senior roles | 2004–2021 | Led enterprise operations (ecommerce, logistics, distribution), merchandising and marketing; oversaw vendor negotiations and real estate portfolio, driving large-scale transformation |
| Petco Health and Wellness Company | Interim CEO | Mar–Jul 2024 | Oversight during leadership transition |
| Good Guys | VP & General Merchandise Manager; Senior Category Management | 1997–2004 | Merchandising leadership for specialty retail |
| Future Shop | Various positions | 1988–1997 | Retail operations and commercial roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Petco Health and Wellness Company, Inc. | Director; Lead Independent Director (Lead role 2021–2024) | Since 2021 | Lead Independent Director responsibilities (2021–2024) |
| Vizio Holding Corp. | Director | 2023–2024 | Board service at consumer electronics brand |
Board Governance
- Leadership: Independent Chairman; presides over Board and independent directors; sets agendas with CEO; available for consultation with major stockholders .
- Independence: Board affirmed Mohan as independent under NASDAQ director independence standards; he also qualifies for Compensation Committee independence .
- Committees and roles: Compensation Committee member; Nominating & Corporate Governance Committee member; Operating Committee member (Operating Committee formed Jan 2024; chaired by David George; members include Mahoney, Mohan, Sagal) .
- Attendance: Board met nine times in FY2024; each incumbent director attended ≥75% of Board and committee meetings and all directors attended the 2024 annual meeting .
- Risk oversight and governance: Regular executive sessions; committee charters and annual self-assessments; Audit oversees cybersecurity; Compensation oversees pay risk; Nominating oversees ESG policies .
- Say-on-pay investor sentiment: 97.4% approval at 2024 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $95,000 | Effective April 22, 2024 |
| Additional cash retainer (Non-Executive Chairman) | $85,000 | Increased by $25,000 in 2024 to maintain market competitiveness |
| Committee chair/member fees – Audit | Chair $30,000; Member $15,000 | — |
| Committee chair/member fees – Compensation | Chair $30,000; Member $12,500 | — |
| Committee chair/member fees – Nominating & Corporate Governance | Chair $30,000; Member $10,000 | — |
| Committee chair/member fees – Operating Committee | Chair $30,000; Member $10,000 | Formed under Starboard agreement |
| Actual fees earned (FY2024) | $206,948 | Cash paid to Mohan in FY2024 |
Performance Compensation
| Grant Type | Grant Value | Vesting | Unvested at 12/29/2024 |
|---|---|---|---|
| Annual RSU grant (Non-Executive Chairman) | $240,000 grant-date fair value | Vests in full at the first annual meeting following the grant date | 9,105 RSUs |
Notes: Director equity is time-based RSUs; no performance share units or option awards are disclosed for directors. No director-specific performance metrics are tied to compensation; equity vesting aligns director tenure with shareholder interests .
Other Directorships & Interlocks
| Company | Relationship to BLMN | Potential Interlock/Conflict Assessment |
|---|---|---|
| Petco (retail) | Not a customer/supplier of BLMN disclosed | No related-party transactions with Mohan disclosed; de minimis industry overlap (pet retail vs casual dining) |
| Vizio (consumer electronics) | Not a customer/supplier of BLMN disclosed | No related-party transactions with Mohan disclosed |
Related party transactions: None reported for Mohan; the only Item 404 disclosure concerns a former executive (Brazil operations stake and equity grant), not Mohan .
Expertise & Qualifications
- Executive leadership across retail operations, merchandising, marketing, ecommerce, logistics, and distribution; deep vendor negotiation and real estate experience; human capital leadership across 100,000+ employees at Best Buy .
- Digital transformation oversight of ecommerce platforms and consumer-facing strategy; supply chain and IT modernization experience .
- Governance and board leadership experience as Independent Chairman at BLMN and prior Lead Independent Director at Petco .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 2/12/2025) | 44,662 shares; less than 1% of common stock | Ownership table indicates “<1%” |
| Unvested RSUs outstanding | 9,105 shares | Director RSUs vest at next annual meeting |
| Stock ownership guideline (directors) | 5x annual cash retainer | All non-employee directors met or are on track |
| Hedging/pledging policy | Prohibited for directors (short sales, hedging; margin accounts; pledging) | Reduces alignment risk and potential conflicts |
| Clawback | Awards subject to Compensation Recovery Policy and applicable listing standards | Corporate-wide clawback policy |
Governance Assessment
- Strengths
- Independent Chairman structure with regular executive sessions and robust committee oversight; independence affirmed for Mohan and relevant committees .
- Broad operational, supply chain, digital, and real estate expertise; adds value to Operating Committee focus on execution .
- Director equity fully time-based and annual RSUs vesting at next annual meeting; strong stock ownership guideline (5x retainer) and hedging/pledging prohibition support alignment .
- Board maintains clawback policy and avoids excise tax gross-ups/change-in-control single-trigger vesting in new plan; limits on non-employee director awards ($500k) .
- Investor support signal: 97.4% say-on-pay approval in 2024 .
- Watch items
- Chair compensation increases in 2024 ($25k cash retainer; $20k RSU grant) to maintain competitiveness—appropriate but increases guaranteed pay for Chair role .
- Activist-driven Operating Committee (members include Mohan) indicates intensified operational oversight; Starboard agreement has expired but activism involvement and operating governance remain points to monitor for influence balance .
- Overall company CEO pay ratio (475:1 for 2024) is high; while not director-specific, it can affect governance optics and investor sentiment over time .
Attendance: FY2024 had nine Board meetings; Compensation Committee met five times; Nominating & Corporate Governance met seven; Audit met eight. Each incumbent director met ≥75% attendance and attended the annual meeting .
Director compensation totals (FY2024): Mohan received $206,948 in cash and $240,008 in stock awards; total $446,956 .
No related party transactions involving Mohan were reported; Item 404 disclosure in 2025 proxy pertains to a former executive’s Brazil-related transition .