Christopher Caldwell

About Christopher Caldwell

Christopher M. Caldwell is Senior Vice President and Chief Information Officer (CIO) of Brinker International (EAT), appointed on February 26, 2024; he was 52 as of the 2025 proxy and joined Brinker after a 27-year career at Yum! Brands, including a decade as CIO for KFC US overseeing robust technology platforms and teams . Brinker’s FY2025 performance context under which Caldwell operates was exceptionally strong: revenue reached $5,384.2 million, the company’s net income per diluted share grew 145% year-over-year, stock price rose 143% in FY2025, and TSR for the 2023–2025 period was 650%, topping the S&P 1500 Hotels, Restaurants & Leisure index peers; both the FY2025 annual bonus and 2023–2025 long-term performance share plan paid at 200% of target .

Past Roles

Fixed Compensation

• The proxy does not disclose Caldwell’s individual base salary or target bonus (he is not listed as a Named Executive Officer for FY2025) . However, executives at the restaurant support center (including officers) participate in the Short‑Term Bonus Plan alongside NEOs .

Performance Compensation

Brinker’s executive pay is heavily performance‑based with short‑term cash incentives and long‑term equity (60% performance shares, 40% RSUs for FY2025 awards to NEOs) and no stock options currently granted to executive officers .

• Short‑Term Bonus Plan design (FY2025):
  • 60% based on Adjusted PBT vs target; KPI portion based on revenue; plan caps at 200% of target .
• FY2025 outcomes (companywide metrics used for executive bonuses):

• Long‑Term Incentives (design applicable to executives):
  • Mix and metrics

• Change-in-control and termination treatment (plan-wide):
  • Double‑trigger CIC; RSUs/PSUs do not auto‑vest on CIC unless not assumed; if terminated without cause or for good reason within 24 months post‑CIC, RSUs fully vest and PSUs vest based on performance through the CIC date .
  • Outside CIC, if terminated without cause, pro‑rata vesting applies to RSUs and PSUs based on months employed in the vesting/performance period .

Equity Ownership & Alignment

• Stock ownership guidelines (SVP level applies to Caldwell): 2x base salary; 5 years (6 years for external hires) to comply; if below after the period, up to half of STI may be paid in shares until compliant; all officers are compliant or have time remaining .

• Pledging/hedging: Prohibited for directors, executive officers, and employees; no margin accounts or derivative hedges allowed .
• Options: Company does not currently grant stock options to executive officers; reduces option‑related selling pressure and repricing risk .
• Section 16 compliance note: One late Form 4 for Christopher Caldwell related to tax withholding upon RSU vesting due to administrative error (indicates RSU vest activity) .

Employment Terms

• Appointment: Caldwell appointed SVP & CIO effective Feb 26, 2024 .
• No fixed term agreements; Brinker highlights double‑trigger CIC provisions, clawback policy, and stock ownership guidelines as core governance features .
• Severance/CIC economics (illustrative from SVP/EVP agreements disclosed):
  • Examples (Comings—SVP; White—EVP) show: upon termination without cause or resignation for good reason within two years of a CIC, lump‑sum equals 12 months base salary + target bonus, plus 12‑month COBRA subsidy; outside CIC, pro‑rata vesting applies per plan documents .
  • Equity is double‑trigger; treatment as summarized above under Performance Compensation .

Governance, Clawbacks, Peer Group, and Say‑on‑Pay

• Clawbacks: Robust recoupment across cash and equity (3‑year lookback), plus SOX 304 and a Rule 10D‑1 compliant policy; Board can cancel awards and recover value for misconduct or detrimental behavior .
• “What we do / don’t do”: Pay‑for‑performance, independent consultant, ownership guidelines, double‑trigger CIC, no hedging/pledging, no excise tax gross‑ups, no option repricing, no dividends on unvested equity .
• Compensation peer group used for FY2025 benchmarking includes: Darden, Texas Roadhouse, Chipotle, Domino’s, Wendy’s, Yum! Brands, Bloomin’ Brands, Cheesecake Factory, RBI, Cracker Barrel, BJ’s, Dine Brands, Red Robin; market data by Pearl Meyer .
• Say‑on‑Pay: 95% approval at the November 2024 annual meeting; Committee maintained pay strategy given strong support .

Investment Implications

• Alignment: Caldwell’s deep restaurant tech leadership (KFC US CIO) aligns with Brinker’s technology roadmap acceleration, supporting throughput, guest experience, and profit initiatives amid strong FY2025 results and 200% bonus/PSU outcomes .
• Retention and selling pressure: SVP ownership guideline (2x salary) and 3‑year ratable RSU vesting create steady accumulation but also periodic tax‑withholding transactions; one late Form 4 tied to RSU withholding suggests ongoing vest cadence to monitor for technical selling windows .
• Risk controls: Double‑trigger CIC, robust clawbacks, and hedging/pledging prohibitions reduce governance red flags; absence of option grants lowers risk of underwater option repricing or option‑driven volatility .
• Economics under change events: While Caldwell’s individual agreement isn’t disclosed, SVP‑level examples show modest (12‑month) cash severance plus target bonus under CIC—sizable but not outsized—suggesting manageable parachute risk relative to LTI that is performance‑linked and double‑triggered .