Frances Allen
Director at EAT
Board
About Frances L. Allen
Independent director of Brinker International (EAT) since 2020; age 63. Former CEO of Checkers Drive‑In (2020–Sep 2024), CEO of Boston Market (2018–2020), and President of Jack in the Box (2014–2018). She brings deep restaurant, marketing, finance and operations expertise; the Board affirms her independent status under NYSE and Company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Checkers Drive‑In Restaurants, Inc. | Chief Executive Officer | Feb 2020 – Sep 2024 | Led a national QSR brand; also served on Checkers’ board (2020–2024) . |
| Boston Market Corp. | Chief Executive Officer | May 2018 – Feb 2020 | Turnaround leadership at fast casual chain . |
| Jack in the Box, Inc. | President | Oct 2014 – Feb 2018 | Senior operating and brand leadership at QSR chain . |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | None (current) | Proxy lists no current public company boards for Allen . |
| MarineMax, Inc. | Director | 2013 – 2015 | Prior public company board experience . |
| Hi Auto | Advisory Board Member | Current | AI voice-activated ordering for drive‑thru restaurants . |
| GRMA (Global Retail Marketing Association) | Advisory Board Member | Current | Industry association advisory role . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirms Allen is independent; only CEO is non‑independent . |
| Committees | Audit Committee (Member); Governance & Nominating Committee (Member) . |
| Committee leadership | Not a committee chair (Audit Chair: W.T. Giles; Governance & Nominating Chair: C.L. Davis) . |
| Financial expert designation | Audit Committee financial experts are Giles, Johnson, Katzman, Edelman (not Allen) . |
| Meeting cadence FY25 | Audit: 8; Talent & Compensation: 6; Governance & Nominating: 4 meetings . |
| Attendance | Each incumbent director attended at least 75% of aggregate Board/committee meetings in FY25; 9 of 10 attended the 2024 annual meeting (one absence due to conflict) . |
| Board leadership | Independent Chairman (J.M. DePinto) separates Chair/CEO; independent Chair presides over executive sessions . |
| Risk oversight | Audit oversees financial reporting/ERM/cyber; Talent & Compensation oversees compensation risk/culture; Governance & Nominating oversees independence, ESG, litigation, whistleblower, board evaluations . |
| Shareholder engagement | Governance & Nominating oversees stockholder engagement program . |
| Say‑on‑Pay | 2024 support >95% of votes cast; Committee maintained pay design with enhancements for FY25 . |
Fixed Compensation (Director)
| Component | FY25 Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non‑employee director) | $85,000 (payable in cash or RSUs at director election; quarterly) . | |
| Committee retainers | Audit member $20,000; Governance & Nominating member $10,000 (cash or RSUs from Jan 2025) . | |
| Committee chair premia | Audit Chair +$15,000; T&C Chair +$12,000; Governance Chair +$10,000 . | |
| Equity (annual) | $140,000 in RSUs (quarterly grants; non‑employee directors) . | |
| FY25 Compensation (Allen) | Fees earned $115,000; Stock awards $139,812; Total $254,812 . | |
| FY26 change | +$15,000 increase to annual RSU grant value for non‑employee directors starting Q1 FY26 . | |
| RSU distribution | Directors elect distribution timing (1 or 4 years post‑grant; upon or 1–2 years after board departure); further 5‑year deferrals allowed . | |
| RSU vesting status | Non‑employee director RSUs are non‑forfeitable when granted (no unvested director equity at FYE) . |
Performance Compensation (company oversight context)
Directors do not receive performance‑conditioned equity; however, the Board oversees executive incentive metrics aligned to profit and growth.
| Plan/Metric | FY25 Targets | FY25 Actual | Outcome |
|---|---|---|---|
| Short‑term incentive: Adjusted PBT ($000s) | Min 207,709; Target 244,363; Max 281,017 . | 536,367 . | 200% multiplier . |
| Short‑term incentive: Revenue KPI ($000s) | Min 4,377,315; Target 4,607,700; Max 4,838,085 . | 5,384,200 . | 200% multiplier . |
| Executive bonus result | — | — | 200% of target for NEOs . |
| LTI (FY23–FY25): Adjusted EBITDA target ($mm) and TSR modifier | Target $405; Max $506.25; 0% ≤$356; ±25% TSR modifier vs S&P 1500 H/R/L Index . | Adjusted EBITDA $788.5; TSR +650% (top of index) . | 200% payout (cap reached; TSR modifier did not increase above 200%) . |
| LTI (FY25–FY27): Adjusted EBITDA target ($mm) and TSR modifier | Min $460.5; Target $541.8; Max $623.1; ±25% TSR modifier vs S&P 1500 H/R/L . | — | Payout 0–200% after FY27; capped at 200% . |
Implication: Executive pay is tightly linked to profit/revenue and multi‑year EBITDA/TSR, supporting pay‑for‑performance alignment overseen by the Board .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| — (current) | Public | — | Proxy lists no current public company directorships for Allen . |
| MarineMax, Inc. (2013–2015) | Public | Director (prior) | No disclosed related‑party transactions with EAT; no current interlock . |
| Checkers Drive‑In (2020–2024) | Private | Director (prior) | QSR; not a disclosed related party; Allen retired Sep 2024 . |
| Hi Auto; GRMA | Advisory Boards | Current | Not a disclosed related party; monitor if EAT were to procure from Hi Auto; company states no Item 404 transactions in the last fiscal year . |
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Restaurant industry leadership | Skills matrix shows “Restaurant Industry” experience; biography lists CEO/President roles at Checkers, Boston Market, Jack in the Box . |
| Marketing | Skills matrix check; extensive brand/marketing leadership . |
| Finance | Skills matrix check; senior P&L leadership . |
| Hospitality/Customer service | Skills matrix check . |
| Operations management | Skills matrix check . |
Equity Ownership
| Holder | Shares Beneficially Owned (as of Sep 22, 2025) | Options Exercisable in 60 Days | Ownership % |
|---|---|---|---|
| Frances L. Allen | 18,737 | 0 (no stock options) | * (less than 1%) . |
Additional alignment policies:
- Director stock ownership guideline: 5× base annual retainer; four years to comply; currently all directors are in compliance or within initial four‑year period .
- Hedging/pledging: Prohibited for directors and employees; no margin accounts .
- RSU settlement deferral: Multiple distribution options and additional deferrals permitted, aiding alignment and tax planning .
Governance Assessment
Strengths
- Independent director on Audit and Governance & Nominating—positions central to financial oversight, independence, ESG and board evaluations .
- Deep, directly relevant operating expertise across QSR/fast casual; complements EAT’s restaurant focus .
- Clear independence; no material relationships; no related‑party transactions reported in the last fiscal year .
- Robust alignment policies (stock ownership; hedging/pledging prohibitions; board RSU/equity; executive clawbacks) bolster investor protections .
Watch items
- Director RSUs are non‑forfeitable at grant; while distribution is deferred, immediate vesting can weaken retention linkage versus time‑based vesting. Monitor quantum and election patterns over time .
- Advisory role at Hi Auto (AI for drive‑thru) appears non‑conflicting with EAT’s casual dining footprint; continue monitoring in case of any future commercial relationships (no Item 404 transactions reported) .
Compliance and engagement
- Attendance: Board reports all incumbents met ≥75% threshold; committee cadence is regular (Audit 8; Governance 4 in FY25) .
- Shareholder support: 95% Say‑on‑Pay in 2024; Compensation Committee retains independent consultant (Pearl Meyer) and uses relevant peer data .
Insider reporting
- Section 16(a) compliance: Company reports timely filings by directors and officers in FY25, with one late Form 4 by the CIO due to administrative error—not involving Allen .
Overall view
- No governance red flags identified for Allen; committee placements align with her expertise and strengthen board oversight. Equity ownership policies and independence posture support investor confidence; the non‑forfeitable director RSU structure merits continued monitoring for best‑practice alignment .