Kevin Hochman
About Kevin Hochman
Kevin D. Hochman (age 51) is Chief Executive Officer and President of Brinker International, Inc. and President of Chili’s Grill & Bar; he assumed the CEO role in June 2022 and has served as interim President of Maggiano’s Little Italy since August 2025 . Under his leadership, Brinker’s market capitalization increased from approximately $1.3 billion to over $6 billion, net income per diluted share grew 145% year-over-year in fiscal 2025, the stock price rose 143% in fiscal 2025, and total shareholder return reached 650% for fiscal 2023–2025 (best in the S&P 1500 Hotels, Restaurants & Leisure Index) . The company achieved Adjusted EBITDA of $788.5 million in fiscal 2025, resulting in maximum payouts under the 2023–2025 long-term performance share plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KFC U.S. (Yum! Brands) | President & Chief Concept Officer | Mar 2017–May 2022 | Oversaw U.S. brand strategy and performance |
| Pizza Hut U.S. (Yum! Brands) | Interim President | Dec 2019–Jan 2022 | Drove profitable same-store sales and franchise operations |
| KFC U.S. | Chief Marketing Officer | Jan 2014–Feb 2017 | Led brand marketing and growth initiatives |
| Procter & Gamble | Various senior roles | 18 years | Senior leadership in consumer marketing and operations |
External Roles
| Category | Role/Entity | Years | Notes |
|---|---|---|---|
| Other public company boards | None | — | No other public company directorships disclosed |
Fixed Compensation
- Fiscal 2025 base salary increased 5.3% to $1,000,000; salary paid in fiscal 2025 was $991,154 .
- Perquisites are limited; the CEO received dining card, annual executive physical eligibility, and home security equipment/services ($11,327 included in “other compensation”) .
Multi-year compensation (reported):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 900,000 | 939,808 | 991,154 |
| Bonus ($) | 150,000 | — | — |
| Stock Awards ($) | 3,809,892 | 4,499,985 | 26,499,879 |
| Non-Equity Incentive ($) | 992,574 | 2,184,525 | 2,929,615 |
| All Other Compensation ($) | 442,581 | 77,281 | 45,120 |
| Total ($) | 6,295,047 | 7,701,599 | 30,465,768 |
Performance Compensation
Annual Bonus (FY 2025)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payout Timing |
|---|---|---|---|---|---|
| Adjusted PBT | 60% | $244,363k | $536,367k | 200% of component | Cash bonus for FY 2025; CEO payout $2,929,615 vs target $1,464,808 |
| Revenue KPI | 40% | $4,607,700k | $5,384,200k | 200% of component | Cash bonus as above |
CEO bonus target increased to 150% of salary for FY 2025 .
Long-Term Incentives (structure and FY 2025 grants)
| Plan | Metric | Weighting | Target/Range | Modifier | Vesting |
|---|---|---|---|---|---|
| Annual LTI mix | PSUs vs RSUs | 60% PSUs, 40% RSUs | — | — | PSUs over 3 years; RSUs ratable over 3 years |
| FY 2025–FY 2027 PSUs | Adjusted EBITDA (FY 2027) | 60% of LTI | Min $460.5m; Target $541.8m; Max $623.1m; payout 0–200% | TSR modifier ±25% vs S&P 1500 Hotels, Restaurants & Leisure; cap at 200% | Earned after 3-year period; continued employment required |
| FY 2025 Executive Performance Share Retention Plan | Relative TSR | One-time retention | 0% below 50th; 100% at 60th; 200% at ≥80th percentile | If TSR is negative, payout capped at 100%; max dollar value capped at 5× target shares × grant-date price | 5-year period (Sep 26, 2024–Sep 25, 2029); generally requires employment through period; not eligible for accelerated vesting on qualifying retirement |
Grant detail (FY 2025):
| Award | Grant Date | Units/Targets | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | Aug 29, 2024 | 37,037 units | 2,599,997 |
| PSUs (FY25–FY27) | Aug 29, 2024 | Target 51,214; Max 102,428 | 3,899,946 |
| Retention PSUs (FY25–FY29) | Nov 6, 2024 | Target 198,767; Max 397,534 | 19,999,936 |
Pay-for-Performance Alignment Signals
- CEO targeted pay mix 11% fixed, 89% variable (excludes one-time retention awards), evidencing high at-risk pay design .
- FY 2025 short-term and 2023–2025 PSUs paid at 200% based on outsized results; TSR modifier did not apply due to max achievement on EBITDA for the 2023–2025 plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 197,824 shares as of Sep 22, 2025; reported as “less than 1%” of outstanding shares (44,431,215 shares) |
| Options | None (no stock options held) |
| RSU vesting | Ratable 1/3 on each of the first, second, and third anniversaries of grant |
| Stock ownership guidelines | CEO must hold stock worth 6× base salary; officers have 5–6 years to comply; hedging and pledging prohibited by policy |
Outstanding equity awards (as of FY 2025 year-end; market values at $176.67/share):
| Grant Type | Grant Date | Unvested/Unearned Units | Market Value ($) |
|---|---|---|---|
| RSUs | Aug 29, 2024 | 37,037 | 6,543,327 |
| RSUs | Aug 31, 2023 | 36,664 | 6,477,429 |
| RSUs | Sep 8, 2022 | 53,624 | 9,473,752 |
| PSUs (Retention FY25–FY29) | Nov 6, 2024 | 397,534 (shown at max tracking) | 70,232,332 |
| PSUs (FY25–FY27) | Aug 29, 2024 | 102,428 (shown at max tracking) | 18,095,955 |
| PSUs (FY24–FY26) | Aug 31, 2023 | 154,418 (shown at max tracking) | 27,281,028 |
| PSUs (FY23–FY25) | Nov 8, 2022 | 142,958 (paid at 200% in Aug 2025) | 25,256,390 |
Vesting and realized value:
- Shares acquired on vesting in FY 2025: 69,212; value realized $10,141,986 .
- Insider trading policy prohibits hedging, pledging, and margin accounts, reducing misalignment risk .
Employment Terms
- Employment Agreement: Not fixed term; severance payable upon termination without cause or resignation for good reason, including change-in-control conditions .
- Severance economics:
- Base salary multiple: 24 months if outside change-in-control window; 36 months lump sum if within 2 years post-change-in-control .
- Bonus: lump sum target bonus for year of termination .
- Benefits: Company-paid health insurance premiums for 18 months .
- Equity: Double-trigger—full vesting if awards not assumed in a change-in-control or if terminated without cause/for good reason within 24 months post-change-in-control; otherwise performance measured through change-in-control date with employment requirement to end of period, subject to specified exceptions .
Potential payments (assuming separation at FY 2025 year-end, $176.67/share):
| Scenario | Cash Severance ($) | Bonus ($) | PSUs ($) | RSUs ($) | Insurance ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary not for cause / good reason (no CIC) | 2,000,000 | 1,464,808 | 60,010,577 | 13,463,952 | — | 76,939,337 |
| Involuntary not for cause / good reason within 2 years of CIC | 3,000,000 | 1,464,808 | 140,865,705 | 22,494,508 | — | 167,825,021 |
| Disability | — | — | 60,010,577 | 22,494,508 | 977,692 (disability) | 83,482,777 |
| Death | — | — | 60,010,577 | 22,494,508 | 3,500,000 (life) | 86,005,085 |
Definitions of “cause,” “good reason,” and “change in control” are specified in the agreement .
Performance & Track Record
- Strategic momentum: Chili’s resurgence with industry-leading sales growth; investments in labor, food quality, technology, and atmosphere underpin improved operations .
- Financial outcomes: Net income per diluted share grew 145% YoY; stock price up 143% in FY 2025; TSR 650% over FY 2023–FY 2025; PSUs and annual bonus paid at 200% of target for FY 2025 based on strong Adjusted PBT and revenue performance .
- Recognition: Restaurant Leader of the Year (Restaurant Business Magazine), IFMA Gold Plate, and Barron’s 2025 Top CEOs (for Chili’s turnaround) .
Board Governance
- Director since 2022; non-independent (only management director); does not serve on Board committees .
- Board structure: Independent Chairman (Joseph M. DePinto); CEO and Chairman roles are separated, facilitating independent oversight and executive sessions led by the Chairman .
- Board activity: 8 Board meetings in FY 2025; each incumbent director attended at least 75% of meetings of the Board and their committees .
- Director compensation: CEO receives no additional pay for Board service; non-employee director retainer and RSUs are disclosed separately .
Committee roles and governance context:
- Independent committees (Audit, Talent & Compensation, Governance & Nominating); CEO is not a member of any committees .
- Independence determination annually; all non-employee directors affirmed independent .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support exceeded 95% at November 2024 Annual Meeting; outreach to holders of >40% of shares yielded no substantive feedback; program maintained with targeted adjustments for FY 2025 .
Compensation Peer Group
- FY 2025 peer group includes BJ’s, Bloomin’ Brands, Cheesecake Factory, Chipotle, Cracker Barrel, Darden, Dine Brands, Domino’s, Red Robin, RBI, Texas Roadhouse, Wendy’s, Yum! .
- FY 2026 refresh adds Papa John’s, Shake Shack, Wingstop, Cinemark, Hyatt, Norwegian Cruise Line; removes BJ’s, Red Robin, Dine Brands, Denny’s .
- Target pay aims near market median; independent compensation consultant (Pearl Meyer) with no conflicts .
Risk Controls and Red Flags
- Clawbacks: Comprehensive recoupment policies covering misconduct, restatements, and Exchange Act Rule 10D-1 requirements .
- Hedging/pledging: Prohibited for all directors and employees; no margin accounts .
- No option repricing, no excise tax gross-ups, no defined benefit pensions; double-trigger CIC vesting, capped payouts and measured targets mitigate risk .
- Related party transactions: None reportable in the last fiscal year .
- Section 16 compliance: All reporting persons compliant except one late administrative filing by the CIO for RSU tax withholding .
Equity Ownership & Alignment Details
| Element | Status |
|---|---|
| Stock ownership guideline | CEO = 6× salary; officers in compliance or within allowed time |
| Deferred compensation | CEO did not participate in the non-qualified Deferred Plan in FY 2025 |
| Career Equity legacy RSUs | Program discontinued post-FY 2016; legacy RSUs vest upon qualifying retirement (applies to some NEOs; not specific to CEO) |
Investment Implications
- Alignment: High variable pay mix and rigorous LTI metrics (Adjusted EBITDA and relative TSR), plus strict clawbacks and hedging/pledging prohibitions, support shareholder alignment and reduce governance risk .
- Retention risk: One-time five-year TSR-based retention PSUs (target $20 million) underscore Board’s focus on retaining Hochman amid industry executive turnover; awards require continued employment and have payout caps, but their magnitude and tracking above max levels signal potential future settlement-related supply if performance persists .
- Trading signals: Significant unearned PSU balances with performance tracking above maximum for FY 2024–2026, FY 2025–2027 and the retention plan suggest meaningful future equity settlements; monitor Form 4 activity around vesting and settlement windows and corporate blackout periods .
- Governance balance: CEO is a director but not Chairman; independent Chairman and fully independent committees address dual-role independence concerns; no committee memberships for CEO mitigate conflicts .