Daniel Fuller

About Daniel Fuller

Daniel S. Fuller is Senior Vice President, Chief Legal Officer and Secretary of Brinker International (EAT). He joined Brinker in 2014, became VP, General Counsel and Secretary in May 2018, was promoted to SVP, General Counsel and Secretary in June 2020, and to SVP, Chief Legal Officer and Secretary in April 2024. He is 43 and has 11 years of restaurant industry experience; prior to Brinker he practiced at Perkins Coie LLP. Company performance context during his tenure includes fiscal 2025 outperformance on Adjusted PBT (actual $536.4M vs $244.4M target; 200% multiplier) and long‑term incentives tied to achieving FY2027 Adjusted EBITDA targets requiring >22% growth from a FY2024 baseline, with a relative TSR modifier; the stock had increased by >90% over the prior six months when the Board adopted 2025 retention performance shares for select executives .

Past Roles

Organization	Role	Years	Strategic impact
Brinker International (EAT)	SVP, Chief Legal Officer & Secretary	Apr 2024 – present	Chief legal/compliance oversight; corporate secretary responsibilities
Brinker International (EAT)	SVP, General Counsel & Secretary	Jun 2020 – Apr 2024	Led legal function; board/governance support
Brinker International (EAT)	VP, General Counsel & Secretary	May 2018 – Jun 2020	Advanced corporate legal leadership and governance
Brinker International (EAT)	Corporate Counsel → Senior Corporate Counsel	Jul 2014 – Apr 2018	Supported commercial, corporate and compliance matters
Perkins Coie LLP	Attorney	Pre‑2014	AmLaw firm training; litigation/transactional background

External Roles

Organization	Role	Years	Notes
Restaurant Law Center	Director	May 2018 – present	Industry policy and legal advocacy board service

Fixed Compensation

The proxy does not disclose Dan Fuller’s individual base salary, target bonus, or actual bonus, as he was not a Named Executive Officer in fiscal 2025. Brinker details NEO pay and program design but does not itemize compensation for other executive officers in the Summary Compensation Table .

Performance Compensation

Company program design (applies to NEOs; SVPs generally participate under the same plans unless otherwise specified):

Short‑Term Bonus Plan: 60% based on Adjusted PBT and 40% based on a revenue KPI. Fiscal 2025 Adjusted PBT far exceeded target, driving a 200% multiplier for the financial component .
Long‑Term Incentives: For fiscal 2025, NEO LTI mix weighted 60% performance shares and 40% time‑vested RSUs. Performance shares cliff‑vest after a 3‑year period on FY2027 performance; RSUs vest in three equal annual installments on each of the first, second and third anniversaries of grant .
Performance Share metrics: FY2027 Adjusted EBITDA with threshold/target/maximum levels and a +/-25% relative TSR modifier vs S&P 1500 Hotels, Restaurants & Leisure; payout capped at 200% .

Incentive	Metric	Weighting	Target	Actual/Status	Payout	Vesting
Annual Bonus (FY2025)	Adjusted PBT	60%	$244,363k	$536,367k	200% multiplier (financial component)	Cash paid per plan rules
Annual Bonus (FY2025)	Revenue KPI	40%	Not disclosed	Not disclosed	Not disclosed	Cash paid per plan rules
LTI PSUs (FY2025–FY2027)	Adjusted EBITDA (FY2027)	n/a	$541.8M target (Min $460.5M; Max $623.1M)	In‑progress (3‑yr cycle)	0–200% with TSR ±25% modifier	Cliff after FY2027
LTI RSUs (annual)	Time‑vested	n/a	Grant‑date defined	n/a	n/a	1/3 per year over 3 years

Notes:

Relative TSR modifier: 1.25x at/above 75th percentile; 0.75x at/below 25th percentile; cannot exceed 200% total payout .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (Fuller)	Not individually disclosed in the 2025 proxy (table lists directors and NEOs) .
Ownership guidelines (executives)	CEO 6x salary; EVP 4x; Brand President 3x; SVP 2x; 5 years (6 for external hires) to comply; below‑guideline officers may receive half of STI in shares until compliant .
Compliance status	“All officers are in compliance with the guidelines or have additional time to meet the guidelines” .
Hedging/pledging	Prohibited for all directors, executive officers and employees; no pledging or margin accounts allowed .
Dividends on unvested equity	Not paid .

Employment Terms

Term	Provision
Current title/appointment	SVP, Chief Legal Officer & Secretary; appointed April 2024 .
Employment agreement	Brinker indicates “no fixed term employment agreements” as a practice; CEO has a negotiated agreement; others (e.g., EVPs/SVPs) rely on company plans/agreements as applicable .
Severance (outside CIC)	For executive officers, company provides COBRA subsidy: 18 months for EVPs; 12 months for Senior Vice Presidents. Equity on involuntary termination without cause: pro‑rata RSUs and performance shares continue/vest per plan terms (career equity exceptions noted) .
Change‑in‑control (CIC) – equity	Double‑trigger design: RSUs do not fully vest on CIC unless not assumed/replaced; if terminated without cause or resign for good reason within 24 months post‑CIC, RSUs fully vest. Performance shares: not earned on CIC unless not assumed; measurement period ends at CIC for performance calculation; if terminated without cause or for good reason post‑CIC, achieved shares vest (subject to plan caps) .
Bonus plan CIC	If CIC during fiscal year, payout equals greater of calculated payout or target for eligible participants who remain employed through CIC .
Clawback	Company‑wide clawback policy for erroneously awarded incentive‑based compensation after restatement; expanded remedies for financial misconduct/egregious conduct (reimbursement, award cancellation, recovery of gains) .
Restrictive covenants	Severance benefits require execution of separation agreement and compliance with restrictive covenants; definitions of “cause/good reason/CIC” specified in company plans .

Governance, Policies, and Shareholder Feedback

Talent & Compensation Committee: Independent directors; retains independent consultant Pearl Meyer; uses peer data and approves incentive design/metrics .
Related‑party transactions: None required to be reported under Item 404 since the beginning of last fiscal year .
Section 16(a) compliance: All reporting persons compliant since beginning of FY2025 except one late filing by an executive due to administrative error; no issues cited for Fuller .
Say‑on‑Pay (Nov 6, 2024 Annual Meeting):

Proposal	For	Against	Abstain	Broker Non‑Vote
Advisory vote to approve executive compensation	35,797,816	1,588,181	98,097	3,098,068

Risk Indicators & Red Flags

Hedging/pledging prohibited; mitigates misalignment risk .
Double‑trigger CIC equity; avoids windfalls on single‑trigger CIC .
Robust clawback policy; recovery for restatements and misconduct .
No related‑party transactions reported; governance positive .
Ownership guidelines with enforcement (pay in shares if below guideline); alignment positive .

Investment Implications

Alignment: Ownership guidelines (2x salary for SVPs), prohibition on hedging/pledging, and double‑trigger CIC terms support shareholder alignment for Fuller’s role .
Incentive quality: Company‑wide incentives emphasize profitability (Adjusted PBT), revenue, and multi‑year Adjusted EBITDA with a relative TSR modifier—structure that rewards durable operating and market performance; these will indirectly govern Fuller’s incentives under standard executive plans .
Retention risk: The Board created a special 5‑year TSR‑based Performance Share Retention Plan in FY2025 for select executives amid >90% six‑month stock appreciation and active poaching in the sector; while Fuller was not a disclosed recipient, it underscores a tight executive labor market and a compensation philosophy willing to deploy retention equity to protect execution continuity .
Disclosure gap: Lack of individual pay/ownership detail for Fuller (not an NEO) limits precision on his personal selling pressure or guideline shortfall; however, policy‑level safeguards and compliance assertions reduce governance risk .