Michaela Ware
BRINKER INTERNATIONALAbout Michaela Ware
Executive Vice President and Chief Financial Officer of Brinker International (NYSE: EAT). Ware has 37 years of restaurant industry experience and has been a Brinker team member since 1988; she was appointed CFO in June 2024 after serving as VP of Finance and Investor Relations (2017–2024) and VP of Chili’s Finance (2000–2017) . Age 53 . Fiscal 2025 saw strong pay-for-performance alignment: company net income per diluted share grew 145% year-over-year, stock price increased 143% in fiscal 2025, and TSR over FY2023–FY2025 reached 650% (top among S&P 1500 Hotels, Restaurants & Leisure), driving both FY2025 annual bonus and FY2023–FY2025 performance share plan payouts at 200% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brinker International | EVP & CFO | 2024–present | Elevated from VP Finance & IR; leads finance organization amid transformation and growth . |
| Brinker International | VP Finance & Investor Relations; Treasurer (concurrent 2018–2020) | 2017–2024 | Led IR and finance disciplines; treasury oversight . |
| Chili’s Grill & Bar (Brinker) | VP Chili’s Finance | 2000–2017 | Brand-level finance leadership supporting operations and profitability . |
| Brinker International | Operations, accounting, treasury, finance roles | 1988–2000 | Ground-up operational and financial expertise; started as Chili’s host while earning finance degree . |
External Roles
| Organization | Role | Years | Impact |
|---|---|---|---|
| Women’s Foodservice Forum | Member | N/A | Industry engagement and leadership development . |
Fixed Compensation
| Item | Terms | Date/Period | Value |
|---|---|---|---|
| Base Salary | CFO initial appointment | Jun 27, 2024 | $450,000 . |
| Target Bonus % | CFO initial appointment | FY2025 | 65% of base salary . |
| Annual Equity Target | CFO initial appointment | FY2025 | $575,000 in RSUs and performance-based RSUs . |
| Base Salary (updated) | Compensation increase | Feb 18, 2025 | $585,000 . |
| Target Bonus % (updated) | Compensation increase | Feb 18, 2025 | 75% of base salary . |
| Annual Equity Target (updated) | Compensation increase | FY2025 | $750,000 mix of RSUs and PSUs . |
| Actual Salary Earned | Summary Compensation Table | FY2025 | $534,865 . |
| Actual Bonus (Non-Equity Incentive) | Short-Term Bonus Plan | FY2025 | $769,037 . |
| All Other Compensation | Perqs, benefits, match | FY2025 | $41,432 (401k match $18,090; car allowance $9,600; insurance premiums $7,344; other $6,398) . |
Performance Compensation
Short-Term Bonus Plan (FY2025)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted PBT | 60% of bonus opportunity | $244,363k | $536,367k | 200% multiplier | Cash (annual) . |
| Revenue KPI | Remainder of bonus opportunity | $4,607,700k | $5,384,200k | 200% multiplier | Cash (annual) . |
| Individual payout (Ware) | — | Target $384,518 | Actual $769,037 | 200% of target | Cash . |
Notes: Bonus plan design uses profit and revenue metrics; payout slopes between min/target/max; double-trigger CIC assures greater of calculated payout or target under defined conditions .
Long-Term Performance Shares
| Plan | Metric | Target | Actual | Payout | Vesting Timing |
|---|---|---|---|---|---|
| FY2023–FY2025 PS Plan | Adjusted EBITDA with TSR modifier | $405m Adjusted EBITDA | $788.5m Adjusted EBITDA | 200% of target (upward TSR modifier not applied due to max) | Settled Aug 19, 2025 . |
| FY2025–FY2027 PS Plan | Adjusted EBITDA over 3 years with relative TSR modifier (±25% in top/bottom quartile; cap 200%) | Not disclosed | Tracking above maximum at FY2025 year end | Not applicable yet | Vests post-performance period upon Committee certification . |
Mix: FY2025 long-term equity awards weighted 60% performance shares and 40% time-vested RSUs for NEOs .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 28,315 shares as of Sept 22, 2025; less than 1% of outstanding . Outstanding shares: 44,431,215 . |
| Options | Owns no stock options (as of Sept 22, 2025) . |
| Option Activity (FY2025) | Exercised 7,965 options; value realized $830,214 . |
| Stock Vested (FY2025) | 4,671 shares; value realized $326,034 . |
| RSUs Outstanding (unvested) | 8/29/2024: 3,276 units; market value $578,771; three-year ratable vesting . 2/13/2025: 218 units; market value $38,514; three-year ratable vesting . 8/31/2023: 4,074 units; market value $719,754; prior-year awards . 9/8/2022: 2,814 units; cliff vest after 3 years . |
| Performance Shares (unearned) | 11/8/2022: 7,504 units; value $1,325,732 . 8/29/2024: 9,060 units; value $1,600,630 . 2/13/2025: 536 units; value $94,695 . |
| Career Equity RSUs (retirement-vesting) | Granted in prior years: 2010–2015 totals include 800 ($141,336), 400 ($70,668), 350 ($61,835), 260 ($45,934), 216 ($38,161), 195 ($34,451). Vest upon qualifying retirement . |
| Valuation Basis | Market values use $176.67 closing price on June 25, 2025 . |
| Ownership Guidelines | EVP multiple of 4x base salary; 5 years from promotion to comply; all officers are in compliance or within allowed time . |
| Pledging/Hedging | Prohibited for directors, executive officers, and employees; no margin accounts; no derivatives (except plan instruments) . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance | Proxy quantification table for Ware shows no cash severance across scenarios (voluntary, retirement, involuntary without cause, for cause, CIC, disability, death) . |
| Change-in-Control (CIC) – RSUs | Do not fully vest at CIC unless awards aren’t assumed/replaced or cease to remain outstanding; if terminated without cause or for good reason within 24 months post-CIC, RSUs fully vest . |
| Change-in-Control (CIC) – Performance Shares | If awards are not assumed/replaced or cease to remain outstanding, measurement period ends at CIC and performance is calculated for shortened measurement period; termination without cause/for good reason within 24 months post-CIC vests fully in achieved shares based on performance through CIC date . |
| Quantified CIC/Separation Values | Retirement: Performance Shares $1,890,840; RSUs $1,130,669; Total $3,021,509. CIC: Performance Shares $3,021,057; RSUs $2,226,573; Total $5,247,630. Disability: Total $4,970,163. Death: Total $6,457,413; life insurance up to four times base salary with $3,500,000 max . |
| Clawbacks | Recoupment policies including ability to recoup in event of misconduct . |
| Employment Agreements | No fixed-term employment agreements; double-trigger CIC provisions across programs . |
Compensation Structure Analysis
- FY2025 increases were merit-based and market-aligned: Ware’s base salary +12.5%, target bonus increased to 75%, target annual equity award +30.4% .
- Pay mix significantly variable: Targeted fixed vs variable for Ware 33%/67% (excluding special retention awards) .
- Program emphasizes performance shares over options; no stock options granted in FY2025; PSU weighting 60% vs 40% RSUs for NEOs .
- Strong pay-for-performance evidenced by 200% payouts on FY2025 bonus and FY2023–FY2025 PS plan driven by outsized Adjusted PBT and revenue achievement .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support exceeded 95% at November 2024 annual meeting; outreach to holders of >40% of shares, no additional feedback; committee continued programs with adjustments for FY2025 .
Compensation Peer Group
- Peer group used for FY2025 benchmarking included BJ’s Restaurants, Bloomin’ Brands, Cheesecake Factory, Chipotle, Cracker Barrel, Darden, Denny’s, Dine Brands, Domino’s, RBI, Red Robin, Texas Roadhouse, Wendy’s, Yum! Brands; Pearl Meyer provided market data; EAT near peer median revenue size at selection .
Investment Implications
- Alignment: Variable-heavy pay and prohibition on hedging/pledging support strong alignment; Ware’s ownership of 28,315 shares and sizable unvested RSUs/PSUs indicate skin-in-the-game, though option-based leverage is minimal (no current options held) .
- Performance levers: STIP tied 60% to Adjusted PBT and remainder to revenue KPI; LTIP tied to multi-year Adjusted EBITDA with TSR modifier; both paid at 200% in FY2025/FY2023–FY2025, signaling robust execution and potential continued incentive tailwinds .
- Retention/pressure: No cash severance and career equity RSUs vest only upon qualifying retirement, reducing windfall risk; compensation increases in Feb 2025 suggest proactive retention and market alignment, while significant unvested equity could create periodic selling pressure upon vesting events .
- Governance quality: Double-trigger CIC, clawbacks, independent consultant, and strong say-on-pay support (>95%) reduce compensation-related governance risk .