Joseph DePinto
Chairman of the Board at EAT
Board
About Joseph M. DePinto
Independent Chairman of the Board at Brinker International (EAT); age 62; director since 2010 and Chairman since November 2013. He is CEO of 7‑Eleven, Inc. (since December 2005), with prior roles at GameStop (President, Mar–Dec 2005) and 7‑Eleven (2002–2005). Education: B.S., United States Military Academy (West Point); MBA, Kellogg School of Management (Northwestern). The Board has affirmatively determined he is independent under NYSE and Company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brinker International, Inc. | Chairman of the Board; Director | Chairman since Nov 2013; Director since 2010 | Presides over executive sessions; oversees board effectiveness and CEO evaluation; leads governance matters. |
| 7‑Eleven, Inc. | Chief Executive Officer | Dec 2005–present | Leads large, multi‑unit retail operations (international/domestic). |
| GameStop Corporation | President | Mar 2005–Dec 2005 | Retail leadership experience. |
| 7‑Eleven, Inc. | Various roles | 2002–2005 | Operations, marketing, finance, strategy exposure. |
| Prior Boards (public/private) | Director (e.g., 7&i Holdings Co., Ltd.; OfficeMax, Inc.; Jo‑Ann Stores, Inc.; DHC Acquisition Corp.; Geniant Corp.) | Various years (prior) | Governance, audit/strategy oversight across retail and consumer sectors. |
External Roles
| Organization | Role | Status | Type |
|---|---|---|---|
| 7‑Eleven, Inc. | Director | Current | Private company board. |
| Johnny Mac Soldiers Fund | Director | Current | Non‑profit. |
| Children’s Health System of Texas | Director | Current | Non‑profit healthcare. |
| Global War on Terrorism Memorial Foundation | Board of Advisors | Current | Advisory board. |
| Dallas Stars Ownership Advisory Group | Member | Current | Advisory group. |
| Civilian Aide to the Secretary of the Army | Civilian Aide | Appointed Dec 2017 | Public service recognition. |
| Other public company boards | None | Current | No current public company directorships. |
Board Governance
- Committee assignments: None; serves as independent Chairman (does not sit on standing committees).
- Independence: Affirmed independent by the Board; only CEO Kevin Hochman is non‑independent.
- Attendance: Board held 8 meetings in FY2025; each incumbent director attended at least 75% of Board/committee meetings; directors are expected to attend the annual meeting (one director missed due to conflict in 2024).
- Chairman responsibilities: Sets agendas with committee chairs/CEO, presides over meetings and executive sessions, oversees board/committee evaluations, delivers annual CEO evaluation, engages major shareholders.
- Committee structure: Audit (8 meetings), Talent & Compensation (6), Governance & Nominating (4) in FY2025; all committee members meet NYSE/SEC independence requirements.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Chairman annual retainer (non‑employee) | $275,000 | Chairman elected to receive entire retainer in RSUs; at least 50% required in RSUs. |
| Annual director RSUs (FY2025) | $140,000 | RSUs granted quarterly; value increased by $15,000 beginning FY2026. |
| Committee retainers | N/A | Chairman does not serve on committees; program allows directors to elect cash or RSUs for committee retainers beginning Jan 2025. |
FY2025 Director Compensation (Joseph M. DePinto):
| Component | FY2025 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $137,500 |
| Stock Awards ($) | $277,086 |
| Total ($) | $414,586 |
RSU Structure and Timing:
| Detail | FY2025 Data |
|---|---|
| Annual RSU units (most directors) | 1,272 units (four quarterly installments for 2H CY2024 and 1H CY2025) |
| Chairman RSU units (retainer portion required in RSUs) | 1,249 units (two quarterly installments for each of CY2024 and CY2025) |
| Distribution timing options | 1 year after grant; 4 years after grant; at/1 year/2 years after board departure; additional deferrals allowed (5‑year increments). |
| Forfeiture | Non‑employee director RSUs are non‑forfeitable when granted. |
Performance Compensation
Company performance metrics (context for board oversight of pay-for-performance):
| Metric | Minimum | Target | Maximum | Actual FY2025 | Payout Multiplier |
|---|---|---|---|---|---|
| Adjusted PBT (000s) | $207,709 | $244,363 | $281,017 | $536,367 | 200% |
| Revenue KPI (000s) | $4,377,315 | $4,607,700 | $4,838,085 | $5,384,200 | 200% |
Long-term performance share plan (FY2025–FY2027):
| Metric | Minimum | Target | Maximum | TSR Modifier |
|---|---|---|---|---|
| Adjusted EBITDA (FY2027) | $460.5M | $541.8M | $623.1M | ±25% if TSR is top/bottom quartile of S&P 1500 Hotels, Restaurants & Leisure; capped at 200% |
Note: Directors do not have performance‑based pay; board equity is RSU‑based.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None. |
| Private/non‑profit boards | 7‑Eleven, Johnny Mac Soldiers Fund, Children’s Health System of Texas; advisory roles at GWOT Memorial Foundation and Dallas Stars Ownership Advisory Group. |
| Related‑party transactions | None required to be reported under Item 404 in the last fiscal year (Audit Committee reviews and would prohibit transactions inconsistent with shareholder interests). |
Expertise & Qualifications
| Area | Details |
|---|---|
| Retail/restaurant leadership | CEO of global convenience retailer; prior retail leadership at GameStop; multi‑unit operations expertise. |
| Strategy/operations/finance | Broad retailing knowledge: operations, marketing, finance, strategic planning. |
| Education | B.S. (West Point); MBA (Kellogg, Northwestern). |
| Governance | Extensive board service (public/private); independent Chairman at EAT. |
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 99,988 |
| Shares outstanding (reference) | 44,431,215 (as of Sep 22, 2025) |
| Ownership % (derived) | ~0.225% (99,988 ÷ 44,431,215) |
| Stock options | None (directors own no stock options) |
| Director ownership guideline | 5× base annual retainer value; 4‑year period to comply; all directors are compliant or within window. |
| Pledging/hedging | Prohibited for directors and employees (no pledging; no hedging). |
Governance Assessment
- Board effectiveness: Separation of CEO and Chairman roles with an independent chair enhances oversight, facilitates executive sessions of independent directors, and strengthens shareholder engagement.
- Independence and attendance: Independence affirmed; board‑level attendance met ≥75% threshold in FY2025, supporting engagement.
- Director pay structure: Chairman elected to receive 100% of his retainer in RSUs; program requires minimum 50% equity—aligns interests but RSUs are non‑forfeitable, which weakens pay‑at‑risk discipline for directors.
- Ownership alignment: Strong director ownership guideline (5× retainer) and prohibition on hedging/pledging mitigate misalignment and risk.
- Conflicts/related parties: Despite Mr. DePinto’s 7‑Eleven role, the proxy discloses no related‑party transactions requiring Item 404 reporting—low current conflict risk.
- Shareholder signals: Prior say‑on‑pay support >95% (Nov 2024), indicating investor approval of compensation governance framework.
RED FLAGS
- Non‑forfeitable RSUs for directors reduce consequences for under‑performance or low attendance; consider introducing forfeiture/holding risk or performance‑conditioned equity for directors.
- RSU distribution deferral flexibility (up to departure + deferred 5‑year periods) can extend realizable value timing; monitor for unintended tax/optics issues.
Positive Signals
- Independent Chair with explicit responsibilities; robust committee independence and financial expertise on Audit Committee.
- Strong equity ownership guidelines and strict insider trading policy (no pledging/hedging).
- No related‑party transactions reported; committee retainers optional in equity, reinforcing alignment.