Prashant Ranade
Director at EAT
Board
About Prashant N. Ranade
Independent director of Brinker International (EAT) since 2019, age 72 in the 2025 proxy and thus retiring at the 2025 annual meeting under the company’s age cap policy . He served on the Talent & Compensation and Governance & Nominating Committees, attended at least 75% of Board/committee meetings in FY2025, and is affirmed independent under NYSE standards . Background spans CEO/Chair roles at Syntel and senior leadership in automation, technology, healthcare, and logistics; he co‑founded IndusSME LLC in 2020, is a NACD member, and was an adjunct professor at Grand Valley State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syntel, Inc. (later Atos Syntel) | Chief Executive Officer & President | Feb 2010–Apr 2014 | Led turnaround/growth in technology services |
| Syntel, Inc. | Executive Vice Chairman | Apr 2014–Nov 2016 | Senior strategic leadership |
| Syntel, Inc. | Co‑Chairman of the Board | Nov 2016–Oct 2018 | Board leadership oversight |
| Atos Syntel | Mentor to leaders | Oct 2018–May 2020 | Leadership development |
| Siemens Logistics & Assembly Systems; Siemens Medical Solutions; Rockwell Automation; Dematic | Senior leadership roles | Various (prior to 2010) | Strategy, sales/marketing, risk mgmt, ops |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IndusSME LLC | Co‑Founder | Since Jun 2020 | Technology & financial services provider |
| National Association of Corporate Directors | Member | N/A | Governance credentialing |
| Grand Valley State University | Adjunct Professor | N/A | Academic engagement |
| Other public company boards | None | N/A | No current public boards |
Board Governance
- Committees: Talent & Compensation (member), Governance & Nominating (member) .
- Chair roles: None; current committee chairs—Audit (Giles), Talent & Compensation (Edelman), Governance & Nominating (Davis) .
- Independence: Affirmed independent under NYSE and company standards .
- Attendance: Board held 8 meetings in FY2025; each incumbent director attended ≥75% of Board/committee meetings; directors expected to attend annual meeting (one absence due to conflict in 2024) .
- Retirement: Not eligible for re‑election due to age 72 policy; leaves Board at end of term Nov 20, 2025 .
- Board leadership & engagement: Independent Chairman (DePinto); CEO and Chair roles separated; Chairman convenes executive sessions and leads governance/engagement with shareholders .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $85,000 (electable cash/RSUs) | $85,000 (electable cash/RSUs) | Quarterly installments; Chairman retainer $275,000 with ≥50% in RSUs |
| Committee membership retainers | Governance $10,000; Talent & Comp $12,500 | Governance $10,000; Talent & Comp $12,500 (electable cash/RSUs from Jan 2025) | Paid quarterly; committee chairs receive additional retainers |
| Ranade—Fees earned/paid in cash | $107,500 | $107,500 | Sum of $85k retainer + $22.5k committee retainers |
| Meeting fees | None (no per‑meeting pay) | None (no per‑meeting pay) |
Performance Compensation
Directors receive time‑based RSUs (non‑forfeitable at grant), typically granted quarterly; no performance metrics tied to director equity. RSUs have elective distribution timing and are counted toward director ownership guidelines.
| Equity Component | FY2024 | FY2025 | Vesting/Distribution |
|---|---|---|---|
| Annual RSU grant value (non‑employee director) | $140,000 (4 quarterly installments) | $140,000 (4 quarterly installments) | Distribution options: 1 year, 4 years, upon departure, +1 year, +2 years post‑departure; deferral options available |
| Ranade—RSU shares granted | 3,481 RSUs (aggregate per director) | 1,272 RSUs (aggregate per director; Johnson pro‑rated) | RSUs are non‑forfeitable at grant; directors may elect timing |
| Ranade—Stock awards (grant‑date fair value) | $139,978 | $139,812 | ASC 718 methodology |
Director RSU increase approved: starting FY2026, annual RSU value increased by $15,000 (to $155,000) . Prior change effective FY2024 increased cash retainer by $10,000 and RSU value by $30,000 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Potential interlocks/conflicts | No related‑party transactions requiring disclosure in latest proxies |
Expertise & Qualifications
- Senior management/CEO experience across automation/manufacturing, technology, healthcare, supply chain/logistics .
- Strengths: strategy, leadership development, technology, sales/marketing, risk management, operations management .
- Governance credentials via NACD membership; academic engagement as adjunct professor .
Equity Ownership
| Metric | As of Sep 9, 2024 | As of Sep 22, 2025 |
|---|---|---|
| Shares beneficially owned | 17,537 | 10,467 |
| Ownership % of outstanding | ~0.039% (17,537 ÷ 44,756,347) | ~0.024% (10,467 ÷ 44,431,215) |
| Stock options | None (directors hold no options) | |
| Pledged/hedged shares | Hedging and pledging prohibited by insider trading policy | |
| Director ownership guideline | 5× base annual retainer; all directors compliant or within 4‑year window |
Insider Trades and Filings
| Item | FY2025 Status |
|---|---|
| Section 16 compliance (Forms 3/4/5) | All reporting persons complied; one late filing noted for a CIO RSU tax withholding, not Ranade |
| Form 4 activity for Ranade | Not detailed in proxy; no delinquencies indicated |
Compensation Committee Analysis
- Committee membership: Ranade served on Talent & Compensation; the FY2025 report is signed by the chair (Edelman) and members including Ranade .
- Consultant: Pearl Meyer retained; affirmed independent; no other engagements with the company .
- Design features: Pay‑for‑performance for executives; double‑trigger change‑in‑control; clawbacks (SOX 304 and Rule 10D‑1); stock ownership guidelines; no excise tax gross‑ups; no option repricing; no hedging/pledging .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: Over 95% support at November 2024 annual meeting; committee maintained program design with adjustments for performance and retention .
- Prior year outreach: 98% support in November 2023; shareholder outreach conducted; programs continued given strong support .
Governance Assessment
- Strengths: Clear independence; active committee roles; strong governance policies (clawbacks; no hedging/pledging; double‑trigger CIC); robust director ownership guidelines and compliance; strong say‑on‑pay results supporting compensation governance .
- Alignment: Director equity (RSUs) and elective deferral/distribution tie compensation to long‑term value; Ranade’s beneficial ownership supports skin‑in‑the‑game, albeit <0.05% of outstanding .
- Potential conflicts/red flags: None disclosed under Item 404; no options, pledging or hedging; attendance met expectations; retirement driven by age cap (board refreshment), not a governance issue .
- Implications: Ranade’s tenure and committee work, absence of conflicts, and adherence to governance best practices are supportive of investor confidence; transition at the 2025 annual meeting reflects formal refreshment under guidelines .