Frank Liberio

About Frank D. Liberio

Frank D. Liberio (age 62) is an independent director of Brinker International (EAT) since 2024, serving on the Audit Committee and the Governance & Nominating Committee. He is a former EVP & Global CIO at Restaurant Brands International and previously served as SVP & Global CIO and in other leadership roles at McDonald’s, bringing restaurant-industry and global IT/digital transformation expertise to the board . The board has affirmatively determined he is independent under NYSE and company standards .

Past Roles

External Roles

Board Governance

• Current EAT board committees (FY25): Audit (member); Governance & Nominating (member). Not a committee chair .
• Independence: Board determined he has no material relationship with the company; classified as “independent” (only the CEO is non-independent) .
• Attendance: Board met 8 times in FY25; each incumbent director attended at least 75% of aggregate board and committee meetings on which they served .
• Committee meeting frequency (FY25): Audit (8); Talent & Compensation (6); Governance & Nominating (4) .
• Audit Committee Financial Expert designation: Not listed; financial experts are Giles, Johnson, Katzman, and Edelman .
• Board leadership and executive sessions: Independent Chairman (DePinto) presides over all executive sessions; structure designed to enhance independent oversight .
• Skills matrix: Listed skills include Restaurant industry, Retail, Hospitality/Customer Service, Operations management, and Cybersecurity for Mr. Liberio .

Fixed Compensation

• Structure (FY25):

  • Annual retainer (non-employee directors): $85,000 (cash or RSUs at director election) .
  • Committee member retainers: Audit $20,000; Governance & Nominating $10,000 (cash or RSUs at director election from Jan 2025) .
  • Committee chair additional retainers: Audit $15,000; Governance & Nominating $10,000 (not applicable to Liberio) .
  • No meeting fees .
  • Note: From FY26, annual director RSU grant value increased by $15,000 (to $155,000) .

• FY25 Director compensation (individual): | Component | Amount (USD) | |---|---| | Fees Earned or Paid in Cash (incl. amounts elected in equity) | $100,000 | | Stock Awards (grant-date fair value) | $139,812 | | Total FY25 Compensation | $239,812 |

Performance Compensation

• Annual equity for directors in FY25: RSUs with grant-date value of $140,000; typically granted quarterly post-earnings. Each director (except Mr. Johnson, who joined mid-year) received an aggregate 1,272 RSUs; RSUs are non-forfeitable when granted and may be deferred for distribution under director elections .
• Distribution timing options: 1 year after grant; 4 years; upon departure; 1 or 2 years after departure; further 5-year deferrals permitted if elected 12+ months before scheduled distribution .
• For Liberio (FY25): Stock awards grant-date fair value $139,812 (part of the quarterly RSU program) .

Other Directorships & Interlocks

• Related-party/Item 404 transactions: None required to be reported since the beginning of the last fiscal year; Audit Committee oversees related-person transactions and company practice is to avoid them .

Expertise & Qualifications

• Domain expertise: Restaurant industry operations; global information technology; digital transformation deployment .
• Board skills matrix: Restaurant, Retail, Hospitality/Customer Service, Operations Management, Cybersecurity attributed to Liberio .
• Governance credentials: Independent director; Audit and Governance & Nominating committee member .

Equity Ownership

• Director stock ownership guidelines: 5x base annual retainer (shares owned plus unvested RSUs count); 4-year period to comply; all directors are in compliance or within the compliance window .
• Insider trading policy: Prohibits hedging and pledging of company securities by directors and officers .
• Section 16 compliance: Company reports all required filings; no director delinquencies noted for FY25 (one late filing for a non-director executive due to admin error) .

Governance Assessment

• Strengths:

  • Independent director with directly relevant restaurant and global IT/digital transformation background; skills matrix also attributes cybersecurity, valuable for Audit Committee oversight of cyber risk .
  • No related-party transactions and an affirmative independence determination support board objectivity .
  • Participation on Audit and Governance & Nominating aligns his IT/cyber and governance experience with key board oversight areas; Audit met 8x in FY25 .
  • Director equity in RSUs (non-forfeitable upon grant) and ownership guidelines promote alignment; hedging and pledging are prohibited, reducing misalignment risk .

• Watch items:

  • Not designated an “Audit Committee Financial Expert” (others on Audit carry that credential); continued development in financial reporting depth may further strengthen Audit oversight bench .
  • Current personal stake is modest at 1,521 shares; however, directors have four years to reach the 5x retainer guideline, and he is within that window given 2024 appointment .

• Red flags:

  • None disclosed: no Item 404 related-party transactions; independence affirmed; board and committee attendance met required thresholds; anti-hedging/pledging policy in force .