Harriet Edelman
Director at EAT
Board
About Harriet Edelman
Independent director of Brinker International (EAT) since 2008; age 69. Vice Chairman of Emigrant Bank (since Nov 2010; advisor to the Chairman 2008–2010) and former senior executive at Avon Products with CIO and global supply chain leadership roles. Designated Audit Committee Financial Expert; credentials in board oversight of cybersecurity (NACD) and AI Ethics & Governance (Diligent), plus Human Capital/Compensation & Culture certification. Current EAT board committees: Audit (member) and Talent & Compensation (Chair). Independence affirmed by the Board under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emigrant Bank | Vice Chairman | Nov 2010–present | Finance, IT and loan servicing leadership; management participant on Emigrant Bank Board |
| Emigrant Bank | Advisor to the Chairman | Jun 2008–Oct 2010 | Advisory role to executive leadership |
| Avon Products, Inc. | SVP & Chief Information Officer | Jan 2000–Mar 2008 | Executive & finance committee; led IT transformation |
| Avon Products, Inc. | SVP, Global Supply Chain | May 1996–Jan 2000 | Led global supply chain; risk management and operations |
| Avon Products, Inc. | Various Executive Roles | Pre-1996 | Sales, marketing, customer service, strategy, business transformation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Assurant, Inc. | Director | Current | Board service; specific committees not disclosed here |
| Bed Bath & Beyond Inc. | Chairman of the Board | 2019–2023 | Board leadership during restructuring period |
| UCB Pharma | Director | 2012–2017 | Board service |
| Bucknell University | Vice Chairman, Board of Trustees | Until Jun 2020 | University governance |
Board Governance
- Committee assignments: Audit (member; designated Audit Committee Financial Expert) and Talent & Compensation (Chair). Audit Committee and Talent & Compensation Committee met 8 and 6 times in FY2025, respectively; Governance & Nominating met 4 times.
- Independence: Board affirmed Edelman’s independence under Corporate Governance Guidelines and NYSE rules; only the CEO is non-independent.
- Attendance: In FY2025, each incumbent director attended ≥75% of aggregate Board and committee meetings; directors expected to attend annual meeting absent unusual circumstances.
- Board leadership: Independent Chairman (Joseph M. DePinto); executive sessions presided by Chairman; roles of CEO and Chairman separated to enhance oversight.
- Compensation Committee report: As Chair, Edelman signed the Committee’s report recommending inclusion of the CD&A.
- Related-party/Conflicts: Audit Committee oversees related person transactions; Company practice is to avoid RPTs; none reportable under Item 404 since start of last fiscal year.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Director Retainer | $85,000 | Cash or RSUs at director’s election |
| Audit Committee Member Retainer | $20,000 | Paid quarterly; cash or RSUs (since Jan 2025) |
| Talent & Compensation Member Retainer | $12,500 | Paid quarterly; cash or RSUs (since Jan 2025) |
| Talent & Compensation Chair Retainer | $12,000 | Paid quarterly; cash or RSUs (since Jan 2025) |
| Total Fees Earned or Paid in Cash (Edelman) | $129,500 | Composition consistent with retainer schedule above |
- RSU distribution timing (director elections): One of five options (1 year; 4 years; upon departure; 1 year post-departure; 2 years post-departure), with ability to further defer settlement in 5-year increments with timely election.
- Stock ownership guidelines (directors): 5x base annual retainer; 4-year compliance window; all directors in compliance or within window.
Performance Compensation
| Equity Component | FY2025 Grant Value | Structure |
|---|---|---|
| Annual Director RSUs (Edelman) | $139,812 | RSUs granted quarterly; non-forfeitable when granted; dividends accumulate and pay at settlement |
Compensation Committee Oversight Metrics (NEO programs Edelman chaired) | Metric | Minimum | Target | Maximum | Actual FY2025 | Payout Modifier | |---|---:|---:|---:|---:|---| | Adjusted PBT (000s) | $207,709 | $244,363 | $281,017 | $536,367 | 200% (financial measure) | | Revenue KPI (000s) | $4,377,315 | $4,607,700 | $4,838,085 | $5,384,200 | 200% (revenue KPI) | | Long-Term: Adjusted EBITDA (FY2027 target) | $460.5M (min) | $541.8M (target) | $623.1M (max) | N/A (future) | TSR modifier ±25%; capped at 200% | | Prior LTI (FY2023–FY2025) | $356.0M (0%) | $405.0M (100%) | $506.25M (200%) | $788.5M → 200% | TSR top-quartile but no further uplift due to cap |
- Pay practices: No excise tax gross-ups; no option repricing; double-trigger CIC; hedging/pledging prohibited; clawbacks in place for incentive plans.
Other Directorships & Interlocks
| Company | Relationship to EAT | Potential Interlock/Conflict Considerations |
|---|---|---|
| Assurant, Inc. (Director) | Insurance/financial services | No disclosed transactions with Brinker; independence affirmed; low direct conflict risk. |
| Emigrant Bank (Vice Chairman; management participant) | Private bank | No disclosed related party transactions; Audit Committee screens RPTs; none reportable in last fiscal year. |
| Bed Bath & Beyond Inc. (former Chair) | Specialty retail | Historical role; no current interlock; not a known EAT counterparty. |
| UCB Pharma (former Director) | Pharma | Historical role; no EAT interlock. |
| Bucknell University (former Vice Chair) | Academic/non-profit | Not applicable to EAT transactions. |
Expertise & Qualifications
- Finance, risk management, compliance, governance, IT/cybersecurity oversight, e-commerce and global operations; designated Audit Committee Financial Expert.
- Certifications: NACD cyber oversight; Diligent AI Ethics & Governance; Diligent Human Capital/Compensation & Culture.
- Extensive committee leadership experience (Audit, Compensation, Nominating & Governance, Technology) across prior boards.
Equity Ownership
| Holder | Shares Beneficially Owned (9/22/2025) | Options within 60 days | Percent of Outstanding |
|---|---|---|---|
| Harriet Edelman | 29,074 | 0 (no stock options) | * (less than 1%) |
- Hedging/pledging: Prohibited for directors under Insider Trading Policy.
- Director ownership guidelines: 5x base annual retainer; all directors compliant or within window.
Governance Assessment
-
Strengths:
- Independent, experienced director with deep finance/risk/technology background; designated Audit Committee Financial Expert.
- Chairs Talent & Compensation Committee with robust pay-for-performance framework (Adjusted PBT and Revenue KPI with 200% cap; LTI tied to Adjusted EBITDA and TSR modifier), reinforced by strong FY2025 outcomes.
- Strong governance controls: prohibited hedging/pledging; clawback policy; double-trigger CIC; independent compensation consultant (Pearl Meyer).
- Attendance expectations met; Board leadership structure supports independent oversight.
-
Potential red flags and monitoring items:
- Director equity is time-based RSUs that are non-forfeitable at grant (typical market practice but not performance-linked for directors).
- Vice Chairman role at Emigrant Bank creates a theoretical related-party risk; however, Company reports no related party transactions requiring disclosure in last fiscal year and independence affirmed. Continue monitoring.
Director Compensation Detail (FY2025)
| Category | Amount |
|---|---|
| Fees Earned or Paid in Cash | $129,500 |
| Stock Awards (RSUs; grant date fair value) | $139,812 |
| Total | $269,312 |
Insider Trades and Section 16 Compliance
| Person | Status |
|---|---|
| Harriet Edelman | Compliant; Company reported all Reporting Persons compliant in FY2025 except one late administrative filing by CIO Christopher Caldwell (tax withholding). |
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval: >95% support; Committee continued compensation strategy; FY2025 changes implemented for strategic purposes.
- Committee retains Pearl Meyer as independent consultant; no conflicts of interest under NYSE/SEC factors.
Compensation Committee Structure and Practices
- Committee: All independent directors; executive sessions without management; approves goals/vehicles/pay levels; oversees talent and succession; retains independent consultant (Pearl Meyer).
- Benchmarks: Restaurant/brand product industry peers reviewed; targeted total compensation near median; variable-heavy pay mix for NEOs.
Related Party Transactions and Conflicts
- Policy: Avoid RPTs; Audit Committee pre-approves and prohibits if inconsistent with shareholder interests; none reportable since start of last fiscal year.