Douglas Comings
Senior Vice President and Chief Operating Officer, Chili’s Grill & Bar at EAT
Executive
About Douglas Comings
Douglas N. Comings is Senior Vice President and Chief Operating Officer of Chili’s Grill & Bar at Brinker International, with 31 years of restaurant industry experience, age 52, and tenure at Brinker since 1994; he was appointed COO in October 2022 after prior operational leadership roles across Chili’s field operations and franchise management . Fiscal 2025 performance-based pay was driven by outsized results: Brinker revenue of $5,384.2 million versus a target of $4,607.7 million (200% KPI payout), Adjusted PBT of $536.4 million versus a $244.4 million target (200% payout), and FY2023–FY2025 Adjusted EBITDA of $788.5 million leading to a maximum 200% PSU payout; the Company’s three-year TSR was 650%, top among S&P 1500 Hotels, Restaurants & Leisure constituents (TSR modifier not applied due to max payout) . Comings’ base salary increased 4.0% to $520,000 for FY2025, and his short-term incentive paid 200% of target reflecting those results .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chili’s Grill & Bar (Brinker) | Senior Vice President & Chief Operating Officer | Oct 2022 – present | Operational leadership of Chili’s |
| Chili’s Grill & Bar (Brinker) | Senior Vice President & Co-Chief Operating Officer | Jun 2020 – Oct 2022 | Co-led operations |
| Chili’s Grill & Bar (Brinker) | Senior Vice President & Chief Operating Officer | Jul 2016 – Jun 2020 | COO responsibilities |
| Chili’s Grill & Bar (Brinker) | Regional Vice President — Central Region & Franchise | Jan 2016 – Jul 2016 | Regional and franchise oversight |
| Chili’s Grill & Bar (Brinker) | Vice President, Domestic Franchise Operations | Jun 2013 – Jun 2016 | Franchise operations leadership |
| Chili’s Grill & Bar (Brinker) | Regional Director | Dec 2010 – Jun 2013 | Regional operations |
| Chili’s Grill & Bar (Brinker) | Various roles | Oct 1994 – Dec 2010 | Progressive field and operations roles |
Fixed Compensation
| Component | FY 2025 amount | Notes |
|---|---|---|
| Base salary (actual paid) | $516,692 | As reported in Summary Compensation Table |
| Base salary (approved level for FY2025) | $520,000 | Committee increased by 4.0% in FY2025 |
| All other compensation | $43,581 | Perquisites/benefits as disclosed |
| Deferred compensation contributions | $63,561 | Executive-elected deferrals; plan balance $221,842 at FY-end |
| Deferred plan earnings (aggregate) | $15,484 | Plan credits at fixed rates (8.5% in 2024; 8.0% in 2025) |
| Above-market deferred earnings (Summary Comp Table) | $4,876 | Counted as “change in pension/deferred comp earnings” |
Performance Compensation
Short-Term Incentive (Bonus Plan) – FY2025 design and outcomes
| Metric | Weighting | Minimum | Target | Maximum | Actual | Payout multiplier | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted PBT | 60% | $207.709m | $244.363m | $281.017m | $536.367m | 200% | Cash-based plan; payout slope between thresholds |
| Revenue KPI | 40% | $4,377.315m | $4,607.700m | $4,838.085m | $5,384.200m | 200% | Strategic focus on revenue growth; 200% KPI payout |
| Overall bonus achieved | — | — | — | — | — | 200% of target | Company-wide NEO result |
| Executive payout | Target payout | Actual payout |
|---|---|---|
| Douglas N. Comings (SVP, COO of Chili’s) | $335,850 | $671,700 |
Change-in-control provision for Bonus Plan: if a CIC occurs during the fiscal year, participants receive the greater of plan-calculated payout or target award, assuming employment through CIC date .
Long-Term Incentives (Equity)
| Award type | Grant date | Shares/units | Grant-date fair value | Vesting | Performance metrics |
|---|---|---|---|---|---|
| RSUs (annual) | 8/29/2024 | 3,418 | $239,944 | 1/3 annually over 3 years | Time-vested |
| PSUs (FY2025–FY2027 target) | 8/29/2024 | Target 4,727; Max 9,454 | $359,961 (target) | After 3-year performance period; Committee certification | 3-year Adjusted EBITDA with relative TSR modifier (±25% if top/bottom quartile) |
| PSU results (FY2023–FY2025 cycle) | — | Paid 200% of target | — | Paid on Aug 19, 2025 | Adjusted EBITDA achieved $788.5m; TSR 650%; modifier not applied due to max payout |
Equity award treatment on CIC and termination:
- Double-trigger: RSUs and PSUs vest fully upon qualifying termination within 24 months post-CIC if awards are assumed/replaced at CIC; if not assumed, vesting addressed at CIC per plan terms .
- Outside CIC, RSUs and PSUs vest pro rata upon termination without cause; PSU vesting continues based on performance at period end .
Equity Ownership & Alignment
Beneficial Ownership (as of Sep 22, 2025)
| Holder | Shares beneficially owned | Options exercisable within 60 days | Ownership % |
|---|---|---|---|
| Douglas N. Comings | 14,410 | — | <1% |
Stock ownership guidelines and compliance:
- Guideline: SVP required holdings equal to 2x base salary; officers have five years from promotion; all officers are in compliance or within the allowed accumulation period .
- Hedging/pledging: Company policy prohibits hedging, short sales, pledging, or margin accounts in Company stock for officers and employees .
Outstanding Equity Awards at FY-end (selected items)
| Award | Grant date | Unvested units | Market value at $176.67 |
|---|---|---|---|
| RSUs (annual) | 8/29/2024 | 3,418 | $603,858 |
| RSUs (comp increase) | 12/13/2023 | 374 | $66,075 |
| RSUs (annual) | 8/31/2023 | 3,870 | $683,713 |
| Career Equity RSUs (retirement-vesting) | 11/5/2015; 8/27/2015; 8/28/2014; 8/29/2013 | 96; 195; 216; 260 | $16,960; $34,451; $38,161; $45,934 |
| Equity incentive awards (PSUs) | Grant date | Unearned target units | Market/payout value |
|---|---|---|---|
| FY2025–FY2027 PSUs | 8/29/2024 | 9,454 (max tracking above max) | $1,670,238 |
| FY2024–FY2026 PSUs | 8/31/2023 | 16,298 | $2,879,368 |
| FY2023–FY2025 PSUs | 11/8/2022 | 17,822 | $3,148,613 |
Exercises and Vesting Activity (FY2025)
| Name | Option shares exercised | Value realized on exercise | Stock awards vested (shares) | Value realized on vesting |
|---|---|---|---|---|
| Douglas N. Comings | 16,933 | $1,610,736 | 8,478 | $608,679 |
Employment Terms
Severance and Change-in-Control Economics (as of June 25, 2025; price $176.67)
| Scenario | Cash severance | Bonus | Performance shares | RSUs | Life insurance | Disability | Total |
|---|---|---|---|---|---|---|---|
| Involuntary not-for-cause (outside CIC) | $520,000 | $671,700 | $5,810,324 (pro-rata) | $1,652,316 (pro-rata) | — | — | $8,654,340 |
| Involuntary not-for-cause or resignation for good reason within 2 years of CIC | $520,000 | $335,850 (target) | $7,976,298 (full, based on performance through CIC) | $2,670,191 (full) | — | — | $11,502,339 |
| Disability | — | — | $5,810,324 (pro-rata) | $2,670,191 (full) | — | $758,000 | $9,238,515 |
| Death | — | — | $5,810,324 (pro-rata) | $2,670,191 (full) | $1,560,000 | — | $10,040,515 |
Key provisions:
- Severance Plan (outside CIC): 12 months base salary for Senior Vice Presidents plus the annual bonus that would have been earned based on actual Company performance; continued health insurance premiums for 12 months (COBRA subsidy) .
- CIC Agreement (double-trigger): 12 months base salary plus target bonus and 12-month COBRA subsidy upon termination without cause or resignation for good reason within two years of CIC; awards generally do not use single-trigger vesting .
- Definitions: “Cause,” “Change in control,” and “Good reason” defined in agreements; restrictive covenants and release required to receive severance .
- Life insurance: company-provided term life at three times base salary up to $3,500,000 .
Clawback: The Company maintains clawback provisions across short- and long-term plans and a Compensation Recoupment Policy consistent with Rule 10D-1 and NYSE standards, enabling recovery of incentive compensation for restatements or misconduct over the prior three completed fiscal years .
Performance Compensation Details
PSU Plan Mechanics (FY2023–FY2025 cycle exemplar)
| Metric | Target | Maximum | Actual | TSR modifier | Earned payout | Vesting timing |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | $405m | $506.25m | $788.5m | 650% 3-year TSR; top of peer group; modifier not applied due to max | 200% of target | Paid Aug 19, 2025 upon certification |
FY2025 Compensation Mix (targeted; excludes special retention plan)
| Position | Fixed % of target total comp | Variable % of target total comp |
|---|---|---|
| SVP, COO of Chili’s (Comings) | 36% | 64% |
Compensation Peer Group and Shareholder Feedback
- Peer group used by Pearl Meyer for FY2025 included BJ’s Restaurants, Bloomin’ Brands, Cheesecake Factory, Chipotle, Cracker Barrel, Darden, Dine Brands, Domino’s, Denny’s, Red Robin, RBI, Texas Roadhouse, The Wendy’s Company, Yum! Brands; Brinker targets total compensation near market median .
- Say-on-pay support was over 95% at the November 2024 annual meeting; the Committee continued its compensation strategy in light of strong shareholder approval .
Investment Implications
- Alignment: Comings’ pay is heavily variable, with STI based 60% on Adjusted PBT and 40% on revenue, and LTI weighted 60% PSUs and 40% RSUs—directly tying pay to profitability, growth, and shareholder returns; FY2025 outcomes produced a 200% bonus and maximum PSU payout, reflecting exceptional fundamentals .
- Vesting and supply pressure: RSUs vest one-third annually and PSUs vest at cycle end; FY2025 saw 8,478 shares vest and significant option exercises (16,933), suggesting periodic supply from vesting but no pledging/hedging (policy prohibits), which mitigates forced selling risk .
- Retention/termination economics: Double-trigger CIC with 12 months salary and target bonus, plus pro-rata equity treatment outside CIC, balances retention and governance; quantified CIC totals of ~$11.5 million are driven largely by equity, reinforcing long-term alignment but implying material acceleration value in a transaction scenario .
- Governance and risk: Strong say-on-pay (>95%), independent consultant, clawback policy, no excise tax gross-ups, no option repricing, and anti-hedging/pledging policy collectively reduce governance risk and pay-inflation concerns; SVP stock ownership guideline of 2x salary further anchors alignment .