Cynthia Davis
BRINKER INTERNATIONALAbout Cynthia L. Davis
Independent director at Brinker International (EAT), age 63, serving since 2019. She is Chair of the Governance & Nominating Committee and a member of the Talent & Compensation Committee, with prior senior operating and brand leadership roles at Nike (President, Nike Golf), Golf Channel (SVP), and Arnold Palmer Golf Management (CEO) . The Board has affirmatively determined she is independent under NYSE and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | President, Nike Golf; Vice President | Sep 2008–Oct 2014; other roles since Jan 2005 | Led global brand and division operations |
| Golf Channel (Comcast) | Senior Vice President | Jan 2001–Dec 2004 | Senior management of media operations |
| Arnold Palmer Golf Management, LLC | President & CEO | Mar 1998–Dec 2000 | Led multi-site golf management company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deckers Outdoor Corporation | Board Chair | Current | Public company board chair; consumer footwear/apparel |
| Furman University | Chair, Board of Trustees | Current | Academic governance leadership |
| AMB Group | Trustee | Current | Private holding company governance |
| Kennametal, Inc. | Director | 2012–2025 | Public company directorship ended in 2025 |
| Buffalo Wild Wings, Inc. | Director | 2015–2018 | Prior board service at a restaurant competitor |
Board Governance
- Committee assignments: Chair, Governance & Nominating; Member, Talent & Compensation .
- Independence: Affirmatively determined independent by Board; only CEO is non-independent .
- Attendance: Board held 8 meetings in fiscal 2025; each incumbent director attended at least 75% of Board and committee meetings .
- Years of service: Director since 2019 (six years as of 2025) .
- Board leadership: Independent Chairman (Joseph M. DePinto) presides over executive sessions of independent directors .
Committee activity (FY2025):
| Committee | Meetings | Davis Role |
|---|---|---|
| Audit | 8 | Not a member |
| Talent & Compensation | 6 | Member |
| Governance & Nominating | 4 | Chair |
Fixed Compensation
Program structure (FY2025):
| Element | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $85,000 | Mix of cash/RSUs, quarterly |
| Annual RSU grant | $140,000 | Quarterly installments; Board approved +$15,000 increase starting FY2026 |
| Committee member retainers | Audit $20,000; T&C $12,500; Gov/Nom $10,000 | Quarterly; cash or RSUs at director election starting Jan 2025 |
| Committee chair retainers | Audit $15,000; T&C $12,000; Gov/Nom $10,000 | Quarterly |
| Meeting fees | None | No additional meeting fees |
Cynthia L. Davis – FY2025 director compensation:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 117,500 |
| Stock awards (RSUs, grant-date fair value) | 139,812 |
| Total | 257,312 |
Performance Compensation
- Annual equity: Non-forfeitable RSUs (director grants are not performance-conditioned) .
- Distribution timing elections: 1 year after grant; 4 years after grant; upon departure; 1 year after departure; 2 years after departure; with option to defer in additional 5-year increments (12-month advance election) .
- Dividends: Accumulate on RSUs while outstanding and paid upon settlement .
Equity grant structure (directors):
| Feature | Detail |
|---|---|
| Annual RSU grant value | $140,000; quarterly grants |
| Forfeiture/vesting | Non-forfeitable when granted (director program) |
| Dividend treatment | Accumulated and paid upon settlement |
| Distribution options | 1/4/at-departure/1-year/2-years post-departure; deferral allowed |
Note: No performance metrics apply to non-employee director compensation; equity is time/deferred-settlement based .
Other Directorships & Interlocks
- Current public company: Deckers Outdoor (Board Chair) .
- Prior public company: Kennametal (2012–2025); Buffalo Wild Wings (2015–2018) .
- Potential interlocks/conflicts: No related-party transactions reported; Deckers is not identified as an EAT customer/supplier; prior service at Buffalo Wild Wings (casual dining competitor) ended 2018 .
Expertise & Qualifications
- Board skills matrix indicates Davis brings experience in restaurant industry, retail, marketing, finance, hospitality/customer service, operations management, accounting/audit, cybersecurity, and risk management .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable | Percent of Class |
|---|---|---|---|
| Cynthia L. Davis | 10,727 | 0 | <1% (“*”) |
Ownership alignment and policies:
- Director stock ownership guideline: 5× base annual retainer; all directors compliant or within 4-year accumulation window; guideline counts unvested RSUs .
- Hedging/pledging: Prohibited for directors and employees; no pledging or margin accounts permitted .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: Over 95% approval of votes cast; Board continued compensation strategy with strong shareholder support . 2024 vote results: For 35,797,816; Against 1,588,181; Abstain 98,097; Broker non-vote 3,098,068 .
Compensation Committee Analysis
- Composition: Chair Harriet Edelman; members include Cynthia L. Davis, William T. Giles, Ramona T. Hood, Prashant N. Ranade .
- Independent consultant: Pearl Meyer retained by the Committee; affirmed independent with no conflicts under SEC/NYSE factors; advises on peer benchmarking and plan design .
- Design features: Majority “at risk” pay for executives; three-year performance shares with Adjusted EBITDA target and relative TSR modifier; double‑trigger change‑in‑control equity vesting; clawbacks under Rule 10D‑1 and Sarbanes‑Oxley §304 .
Insider Trades and Reporting
| Subject | Compliance Status |
|---|---|
| Section 16(a) reporting (FY2025) | All reporting persons compliant; one late filing by Christopher Caldwell (RSU tax withholding), not a director |
Governance Assessment
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Strengths:
- Independence and governance leadership (Chair of Governance & Nominating; oversight of succession, board evaluations, stockholder engagement, ESG) .
- High engagement (Board and committees active; minimum attendance threshold met; clear executive session leadership by independent Chairman) .
- Aligned director pay structure (mix of cash/equity; no meeting fees; RSUs with deferred settlement options; stock ownership guidelines) .
- Robust conflict controls (no related‑party transactions reported; hedging/pledging prohibited; clawback policies in place) .
-
Watch‑items:
- External board chair role (Deckers) increases time commitments; monitor attendance and engagement—attendance threshold met in FY2025 .
- Prior competitor board service (Buffalo Wild Wings, ended 2018) is historical; no current conflict .
- Equity-heavy director comp may increase sensitivity to stock volatility; however RSUs are non-forfeitable and designed for long-term alignment .
-
Shareholder signals:
- Strong say‑on‑pay approval (>95%) supports compensation governance and pay‑for‑performance philosophy overseen by the Talent & Compensation Committee (of which Davis is a member) .