James Katzman
Director at EAT
Board
About James C. Katzman
James C. Katzman (age 58) is an independent director of Brinker International, Inc. (EAT), serving since 2018, and is designated by the Board as an Audit Committee Financial Expert . He is Senior Vice President, Corporate Development at GE Aerospace (since October 2021) and a retired Partner at Goldman Sachs (Partner: 2004–2015; Managing Director: 2000–2004) . He currently serves on the Board of Directors of the Hershey Trust Company, Milton Hershey School, and Boys & Girls Clubs of The Valley (AZ), and on the Advisory Board of the Program for Financial Studies at Columbia Business School; he formerly served as a director of The Hershey Company (2018–2024) . Katzman is affirmatively determined by the Board to be independent under NYSE and Company Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aerospace | SVP, Corporate Development | Oct 2021–Present | Corporate development, M&A oversight |
| Goldman Sachs | Partner | Dec 2004–Mar 2015 | Investment banking leadership |
| Goldman Sachs | Managing Director | Dec 2000–Nov 2004 | Investment banking leadership |
| The Hershey Company | Director | 2018–2024 | Public company board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hershey Trust Company | Director | Current | Overseeing fiduciary trust matters |
| Milton Hershey School | Director | Current | Governance of educational institution |
| Boys & Girls Clubs of The Valley (AZ) | Director | Current | Non-profit board service |
| Columbia Business School – Program for Financial Studies | Advisory Board | Current | Academic advisory engagement |
Board Governance
- Committee assignments: Audit Committee (member) and Governance & Nominating Committee (member) .
- Audit Committee Financial Expert designation (SEC-defined) .
- Independence: Board affirmatively determined Katzman is independent .
- Board/committee meetings in FY2025: Board (8), Talent & Compensation (6), Governance & Nominating (4); Audit Committee held 8 .
- Attendance: Each incumbent director attended at least 75% of aggregate Board/committee meetings in FY2025; directors are expected to attend annual meetings absent unusual circumstances .
- Board leadership: Independent Chairman (Joseph M. DePinto) presides over executive sessions with independent directors .
Fixed Compensation
| Component | FY2025 Value | Detail |
|---|---|---|
| Annual Board Retainer (non-employee director) | $85,000 | Cash or RSUs, quarterly installments at director’s election |
| Audit Committee Member Retainer | $20,000 | Paid quarterly; cash or RSUs at director’s election from Jan 2025 |
| Governance & Nominating Committee Member Retainer | $10,000 | Paid quarterly; cash or RSUs at director’s election from Jan 2025 |
| Committee Chair Fees | — | Katzman is not a committee chair; Audit Chair $15,000; T&C Chair $12,000; Governance Chair $10,000 |
| FY2025 Fees Earned or Paid in Cash (actual) | $115,000 | Sum of retainer and committee fees (cash or RSU election) |
Performance Compensation
| Component | FY2025 Grant/Value | Structure |
|---|---|---|
| Annual Director RSUs | $140,000 | Granted quarterly post-earnings; time-based RSUs, non-forfeitable when granted |
| Stock Awards (FY2025 actual) | $139,812 | ASC 718 grant-date fair value |
| RSUs Granted (FY2025) | 1,272 RSUs (aggregate for four quarterly installments) | Applies to all directors except Johnson; non-forfeitable at grant |
| Distribution Timing Elections | Multiple options (1 year; 4 years; upon departure; 1 year post-departure; 2 years post-departure); further 5-year deferrals allowed with advance election | Directors elected variable distribution dates in FY2025 |
| Options | None outstanding for non-employee directors | Company does not grant options to directors; RSUs only |
No performance metrics are attached to director RSU compensation; awards are time-based and structured to align long-term interests through equity ownership and deferred settlement .
Other Directorships & Interlocks
| Company/Entity | Role | Period | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Hershey Company | Director | 2018–2024 | Consumer products; Company reports no related-party transactions in FY2025 |
| Hershey Trust Company | Director | Current | Fiduciary role; no related-party transactions disclosed |
| Milton Hershey School | Director | Current | Non-profit; no related-party transactions disclosed |
| Boys & Girls Clubs of The Valley (AZ) | Director | Current | Non-profit; no related-party transactions disclosed |
Expertise & Qualifications
- Finance, Accounting/Audit, and Risk Management expertise per Board skills matrix; designated as Audit Committee Financial Expert .
- Corporate development and M&A execution experience through GE Aerospace and Goldman Sachs tenure .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Sep 22, 2025) | 29,293 shares |
| Ownership as % of shares outstanding | ~0.066% (29,293 ÷ 44,431,215) |
| Stock options | None (directors own no stock options) |
| RSU vesting/forfeiture | Director RSUs are non-forfeitable when granted; settlement per elected distribution schedule |
| Director stock ownership guideline | 5× base annual retainer; all directors compliant or within 4-year window to meet |
| Hedging/pledging policy | Directors prohibited from hedging and pledging Company stock; no margin accounts |
Insider Trades (Section 16 Compliance)
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2025) | Company believes all reporting persons complied; no delinquent filings disclosed for Katzman |
| Late filings (FY2025) | One late filing noted for Christopher Caldwell (CIO) due to administrative error; none attributed to Katzman |
Governance Assessment
- Independence and financial oversight: Katzman is an independent director with Audit Committee Financial Expert credentials, strengthening Board oversight of financial reporting and risk .
- Committee engagement: Active roles on Audit and Governance & Nominating Committees align with his finance and risk background; committee meetings in FY2025 were 8 (Audit) and 4 (Governance), with Board-level attendance standards met (≥75%) .
- Ownership alignment: Director equity is delivered via non-forfeitable RSUs with deferred settlement; stock ownership guideline requires 5× retainer, and Company reports directors are compliant or within the initial 4-year window .
- Pay structure signals: FY2025 compensation mix (fees $115,000; stock awards $139,812; total $254,812) shows a balanced cash/equity design; Board approved a $15,000 increase to annual director RSUs starting fiscal 2026, indicating increased emphasis on equity alignment .
- Conflicts and related-party exposure: No related party transactions requiring disclosure since the beginning of the last fiscal year; insider trading policy prohibits hedging/pledging, reducing alignment risk .
- Attendance and engagement: Board met 8 times in FY2025; directors are expected to attend annual meetings; independent Chairman presides over executive sessions, reinforcing independent oversight .
Overall, Katzman’s independence, finance/investment banking pedigree, and Audit Committee Financial Expert designation support Board effectiveness in oversight of financial reporting and risk, with no disclosed conflicts or red flags in FY2025 .