Aaron White
Executive Vice President, Chief Operating Officer and Chief People Officer at EAT
Executive
About Aaron White
Aaron M. White is Executive Vice President, Chief Operating Officer and Chief People Officer at Brinker International (EAT). She was promoted to the additional role of COO on May 7, 2025, with base salary set at $650,000 and a 75% target bonus, overseeing Operations strategy and PeopleWorks for Chili’s and Maggiano’s . A 29‑year Brinker veteran and current age 49, she joined in 1996 and has held progressive operations and people leadership roles; she was recognized on Nation’s Restaurant News’ 2025 Power List: Women in Foodservice for culture and change leadership . Company performance context during her senior tenure is strong: fiscal 2025 net income per diluted share grew 145% YoY, stock price rose 143% in fiscal 2025, and the 2023–2025 TSR was ~650% (top in S&P 1500 Hotels, Restaurants & Leisure), driving maximum (200%) payouts on annual bonus and the 2023–2025 PSU program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brinker International | EVP, Chief Operating Officer and Chief People Officer | May 2025–present | Leads Operations strategy and PeopleWorks across Chili’s and Maggiano’s; expansion of remit during period of outsized comp sales and profit growth . |
| Brinker International | EVP, Chief People Officer | Oct 2022–May 2025 | Drove simplification, process redesign and culture initiatives integral to turnaround; industry recognition for organizational change . |
| Chili’s Grill & Bar (Brinker) | Senior Vice President and Co‑Chief Operating Officer | Jun 2020–Oct 2022 | Supported eastern U.S. operations; delivered execution improvements through simplification and “ChiliHead” culture reawakening . |
| Brinker International | VP, Integration; VP, Operation Services | 2018–2020 | Integration and operating services leadership during systems and process changes . |
| Brinker International | PeopleWorks senior roles | 2015–2018 | Built people processes to support operations at scale . |
| Brinker International | Field operations and restaurant leadership | 1996–2015 | Area Director, General Manager and earlier roles; deep operations credibility . |
External Roles
No public company board or external governance roles disclosed for Ms. White; recognition includes 2025 Nation’s Restaurant News Power List: Women in Foodservice .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary (paid) | $384,908 | $504,615 | $559,173 (mid‑year raise to $650,000 upon COO promotion in May 2025) |
| Target bonus % of salary | 70% (as EVP CPO) | 70% | Increased from 70% to 75% with COO promotion (effective May 2025) |
| Actual annual bonus | $235,237 | $622,385 | $790,160 (200% of target) |
Notes:
- FY25 STIP target and payout reflect plan mechanics and prorations disclosed in proxy .
Performance Compensation
Annual (STIP) design and FY 2025 results
| Measure | Weight | Threshold | Target | Maximum | Actual FY2025 | Payout multiplier |
|---|---|---|---|---|---|---|
| Adjusted PBT | 60% | $207.709m | $244.363m | $281.017m | $536.367m | 200% |
| Revenue KPI | 40% | $4,377.315m | $4,607.700m | $4,838.085m | $5,384.200m | 200% |
| Total payout | — | — | — | — | — | 200% (applies to NEOs incl. White) |
STIP metrics emphasize profit and top line growth, aligned with strategy to grow revenue to drive profit; fiscal 2025’s outperformance drove maximum payout .
Long‑Term Incentives (structure)
- Annual LTI mix: 60% performance shares (PSUs) based on three‑year Adjusted EBITDA with a relative TSR modifier vs S&P 1500 Hotels, Restaurants & Leisure; 40% time‑vested RSUs (3‑year ratable vest) .
- FY2023 grant outcome: Company achieved FY2025 Adjusted EBITDA of $788.5m; PSUs for the 2023–2025 cycle paid at 200% of target; TSR for 2023–2025 was ~650% (upward modifier not applied due to cap at 200%) .
- FY2025 PSU targets (for 2025–2027): Minimum $460.5m (0%), Target $541.8m (100%), Maximum $623.1m (200%); ±25% TSR modifier if top/bottom quartile (cap remains 200%) .
- Special 2025 Executive Performance Share Retention Plan: One‑time five‑year PSUs (Sept 26, 2024–Sept 25, 2029), payout 0–200% based on relative TSR percentiles (50th=50%, 60th=100%, ≥80th=200%); negative absolute TSR caps payout at 100%; value capped at 5× target shares×grant price; intended to retain key leaders amid industry turnover .
Awards granted to Ms. White in FY 2025
| Award type | Committee/Grant date | Target shares | Grant‑date fair value |
|---|---|---|---|
| RSUs (annual) | 8/20/2024 / 8/29/2024 | 4,415 | $309,933 |
| PSUs (annual, 2025–2027) | 8/20/2024 / 8/29/2024 | 6,106 | $464,972 |
| PSUs (Retention, 2024–2029) | 11/06/2024 / 11/06/2024 | 29,815 | $2,999,985 |
Vesting:
- RSUs vest 1/3 on each of the 1st, 2nd, and 3rd anniversaries of grant date .
- PSUs vest after performance period upon Committee certification; retention PSUs vest after five‑year TSR window (with change‑in‑control and termination treatments as disclosed) .
Equity Ownership & Alignment
Beneficial ownership and guideline compliance
- Beneficial ownership: 50,267 EAT shares as of Sep 22, 2025 (less than 1%) .
- Executive stock ownership guideline: EVP multiple of 4× base salary; officers have five years to comply; no hedging or pledging permitted; all officers are in compliance or within the allowed period to meet guidelines .
- Insider trading policy prohibits short sales, hedging and pledging/margin; strong alignment protections .
Outstanding awards and exercisable options (FY2025 year‑end snapshot)
| Category | Details |
|---|---|
| Stock options | 4,304 options exercisable at $38.51; expiration 8/29/2027 . |
| Unvested RSUs | 4,415 RSUs (8/29/2024 grant) scheduled for 3‑year ratable vesting; additional prior‑year RSUs outstanding as disclosed . |
| Unearned PSUs | 12,212 (FY2025–FY2027 target×2) and 59,630 (Retention Plan target×2) shown as “unearned” with FY25 year‑end valuation at maximum tracking due to performance to date . |
Insider selling/vesting activity:
- FY2025: 4,559 options were exercised (value realized $396,933) and 9,412 shares vested (value realized $663,726) under RSUs/PSUs, indicating realized equity and potential secondary‑market supply from exercises/settlements during the year .
Employment Terms
Title and pay changes
- Promotion to EVP, COO and CPO effective May 7, 2025; salary set at $650,000; target annual bonus 75% of salary; initial annual equity award expected at $900,000 value (mix of RSUs and performance RSUs) .
- FY2025 compensation actions: 5.7% increase to $555,000 in Aug 2024; upon promotion in May 2025, +17.1% to $650,000; target LTI increased by 16.1% starting with FY2026 grant .
Severance and change‑in‑control economics
- Executive Severance Plan (outside change‑in‑control): If terminated without cause, EVP receives 18 months of base salary (lump sum within ~60 days), COBRA subsidy for 18 months, and actual‑performance bonus for the fiscal year pro‑rated per plan; equity subject to pro‑rata vesting per award terms .
- Change‑in‑control (double‑trigger): If terminated without cause or resigns for good reason within two years of a change in control, EVP receives 12 months base salary, target bonus, and 12‑month COBRA subsidy; RSUs and performance shares vest as specified (e.g., PSUs vest based on performance through change‑in‑control if awards not assumed or upon qualifying termination thereafter) .
- Quantified FY2025 “potential payments” (assumes 6/25/2025 termination): Involuntary not for cause: $975,000 cash severance, $790,160 bonus (earned FY25), equity value $11.09m PSUs and RSUs; Under CoC double‑trigger: $650,000 salary, $395,080 target bonus, equity value $24.28m PSUs and RSUs; disability/death: equity as disclosed; life insurance 4× salary (cap $3.5m) and disability assumptions per plan .
Restrictive covenants and terms:
- Payment conditioned on restrictive covenants and execution of separation agreement and release; no fixed‑term employment agreement; clawbacks apply per policy (SOX 304 and NYSE Rule 10D‑1) .
Compensation Structure Analysis
- High at‑risk mix with performance linkage: In FY2025, targeted pay mix for EVPs skews to variable comp; for White specifically, FY2025 STIP paid at 200% on significant beats for Adjusted PBT and revenue, reflecting alignment with shareholders as profits and sales outpaced plan .
- Shift toward PSUs and RSUs vs options: Company granted no stock options in FY2025; emphasis on 60% PSUs and 40% RSUs supports retention and multi‑year performance focus; option overhang is modest but White still has legacy options (4,304 @ $38.51) .
- Special retention PSUs introduce outsized upside tied to multi‑year TSR: The 5‑year TSR plan (target $3m for White) retains critical leaders amid industry turnover; alignment preserved via relative TSR, negative TSR cap at 100%, and payout cap at 200% .
- Clawback, hedging/pledging bans, and double‑trigger CIC reduce governance risk: Robust recoupment provisions and prohibitions on pledging/hedging, plus double‑trigger vesting in CIC, are shareholder‑friendly .
- Say‑on‑pay support is strong (95%+ in Nov 2024), suggesting investor acceptance of pay design during turnaround .
Related‑Party Transactions
No transactions requiring disclosure under Item 404 of Regulation S‑K were reported in the most recent proxy period .
Director/Committee Governance (context)
The Talent & Compensation Committee (independent; Pearl Meyer advisor) oversees executive pay; the committee maintained performance weighting, introduced retention PSUs, and benchmarked against a restaurant peer group in FY2025; FY2026 peer group was refreshed to reflect Company growth .
Equity Ownership & Vesting Schedules (detail)
| Instrument | Key terms | Upcoming vesting/settlement cadence |
|---|---|---|
| RSUs (8/29/2024 grant) | 4,415 units; 3‑year ratable vest | 1/3 on each 8/29/2025, 8/29/2026, 8/29/2027, subject to service and plan terms . |
| PSUs (FY2025–FY2027) | EBITDA target with TSR modifier; target 6,106 shares | Settle shortly after FY2027 upon certification; 0–200% payout; TSR ±25% modifier (cap 200%) . |
| Retention PSUs (2024–2029) | 5‑year relative TSR; target 29,815 shares | Settle after 9/25/2029; 0–200% based on percentile; negative TSR cap at 100%; value cap 5× target grant value . |
| Options | 4,304 @ $38.51, exp 8/29/2027 | Holder‑directed; FY2025 exercises totaled 4,559 options (aggregate) . |
Performance & Track Record
- Company operating momentum: FY2025 revenues $5.384b (+22% YoY), operating income 9.5% margin vs 5.2% prior year, with broad‑based Chili’s outperformance and Maggiano’s challenges; Q1 FY2026 Brinker comps +18.8% (Chili’s +21.4%; Maggiano’s ‑6.4%) .
- Recognition: White named to 2025 NRN Power List for women in foodservice; Chili’s brand earned multiple 2025 awards (Brand of the Year; CMO of the Year), underscoring execution excellence by the leadership team .
Equity Ownership Snapshot (detailed table)
| Item | Amount/Detail |
|---|---|
| Beneficially owned common shares | 50,267 (as of 9/22/2025; <1%) . |
| Options exercisable | 4,304 @ $38.51; expire 8/29/2027 . |
| Unvested RSUs (selected grants) | 4,415 (8/29/2024 grant); other historical RSUs outstanding per table . |
| Unearned PSUs (tracking) | 12,212 (FY25–27; shown at max tracking); 59,630 (Retention Plan; shown at max tracking) . |
| FY2025 realized activity | Exercised 4,559 options; 9,412 shares vested . |
| Hedging/pledging | Prohibited under Insider Trading Policy . |
| Ownership guideline | EVP: 4× salary; in compliance or within allowed period . |
Employment Terms (quantified)
| Scenario (as of 6/25/2025) | Cash severance | Bonus | Equity treatment | Health benefits |
|---|---|---|---|---|
| Involuntary termination (no CoC) | $975,000 | $790,160 (earned FY2025) | Pro‑rata vesting per award terms (PSUs/RSUs) | COBRA subsidy for 18 months |
| CIC + qualifying termination (double‑trigger) | $650,000 | $395,080 (target) | RSUs vest; PSUs vest per achieved performance through CoC date if not assumed/with qualifying termination | COBRA subsidy for 12 months |
Clawback applies to incentive comp under misconduct or restatement and per NYSE 10D‑1 listing standards; severance requires restrictive covenants and release .
Investment Implications
- Alignment and upside: Pay design is tightly linked to revenue growth, profit expansion and multi‑year EBITDA/TSR; FY2025 200% STIP and PSU payouts were driven by clear over‑delivery, supporting confidence in management execution. The 5‑year TSR retention grant magnifies alignment but introduces potential windfall if momentum sustains through 2029; it is capped, relative, and double‑triggered to mitigate excess .
- Retention risk is mitigated near term: Large unvested RSUs and long‑dated PSUs (2027 and 2029) create meaningful “golden handcuffs”; double‑trigger CIC and pro‑rata vesting on no‑cause terminations reduce abrupt forfeiture risk while maintaining shareholder protections .
- Potential selling pressure: Scheduled RSU vesting each August (2024 grants) and periodic PSU settlements (FY2027 and FY2029) create identifiable supply windows; FY2025 exercises/vestings indicate realized liquidity events. Hedging/pledging bans reduce adverse alignment signals .
- Governance quality: Strong say‑on‑pay support, explicit clawback, and prohibition on option repricing/hedging/pledging lower governance risk; peer benchmarking refreshed to reflect Company scale growth .
All data above are sourced from Brinker International’s 2025 Proxy (DEF 14A), 2024 Proxy (DEF 14A), 2025 10‑K, Q1 FY2026 press release, and the May 12, 2025 8‑K on Ms. White’s promotion and compensation terms, as cited.