Ramona Hood
BRINKER INTERNATIONALAbout Ramona T. Hood
Independent director of Brinker International (EAT) since 2022; age 53. Former President and CEO of FedEx Custom Critical (2020–July 2024) with prior VP roles across FedEx operating companies; brings operations, safety, supply chain, strategy, and global business expertise. Currently a Class C Director at the Federal Reserve Bank of Cleveland and a director at Summa Health Systems; previously on the board of Welty Building Company. The Board has affirmatively determined she is independent under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Custom Critical | President & CEO | Jan 2020 – Jul 2024 | Led a leading North American transportation provider; experience in operations, safety, supply chain, sales, marketing, innovation, strategy, global business |
| FedEx Custom Critical | VP, Operations, Strategy & Planning | Jun 2018 – Dec 2019 | Strategy and operations leadership |
| FedEx Supply Chain | VP, Transportation Management | Aug 2016 – May 2018 | Transportation management leadership |
| FedEx operating companies | Various leadership roles | 1991 – 2016 | Broad exposure across FedEx Custom Critical, FedEx Supply Chain, and FedEx Truckload Brokerage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Cleveland | Class C Director | Current | Public-sector oversight role; not a public company directorship |
| Summa Health Systems | Director | Current | Non-profit healthcare governance |
| Welty Building Company | Director | Former | Private company board service |
Board Governance
- Committee assignments: Audit Committee (member) and Talent & Compensation Committee (member). Chairs: Audit—William T. Giles; Talent & Compensation—Harriet Edelman; Governance & Nominating—Cynthia L. Davis. Hood is not a committee chair.
- Audit Committee financial expert designation: Edelman, Giles, Johnson, Katzman; Hood is not designated a financial expert (still financially literate per committee standards).
- Meetings FY2025: Board 8; Audit 8; Talent & Compensation 6; Governance & Nominating 4; each incumbent director attended at least 75% of aggregate meetings of the Board and applicable committees.
- Independence: Board affirmed independence for all non-employee directors including Hood; CEO Kevin D. Hochman is the only non-independent director.
- Stock ownership/ethics: Director ownership guideline equals 5× base annual retainer with a four-year compliance period; company states all directors are in compliance or within the initial window. Hedging and pledging of company securities is prohibited for directors.
- Related parties: Audit Committee oversees related person transactions; company reports no transactions required to be disclosed under Item 404 since the beginning of the last fiscal year.
Fixed Compensation
| Component | Structure/Amount | FY2025 Actual for Hood |
|---|---|---|
| Annual retainer (non-employee director) | $85,000 (cash or RSUs, elected quarterly) | Included in Fees Earned (see below) |
| Committee retainers | Audit member $20,000; Talent & Compensation member $12,500 (cash or RSUs beginning Jan 2025) | Included in Fees Earned; Hood serves on both committees |
| Equity retainer (annual RSUs) | $140,000 grant value (quarterly installments) | Stock Awards (grant-date fair value) $139,812 |
| FY2025 director fees and equity (Hood) | — | Fees Earned or Paid in Cash $117,500; Stock Awards $139,812; Total $257,312 |
Notes: Equity grants are typically made in February, May, August, and November after quarterly earnings; directors may elect retainer and committee fees in cash or RSUs (from Jan 2025) to suit personal preferences.
Performance Compensation
| Equity Award | FY2025 Terms | Settlement/Forfeiture |
|---|---|---|
| RSUs (annual director grant) | Aggregate 1,272 RSUs for non-employee directors (4 quarterly installments covering last two quarters of CY2024 and first two of CY2025); grant-date value $140,000 | RSUs are non-forfeitable when granted; directors elect one of five distribution timings (e.g., 1 year after grant; 4 years after grant; at/after Board departure), with ability to further defer in five-year increments per election rules |
No performance conditions apply to director equity (RSUs); awards are intended for alignment and ownership rather than pay-for-performance metrics.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Hood |
| Private/non-profit boards | Federal Reserve Bank of Cleveland (Class C Director); Summa Health Systems (Director) |
| Potential interlocks/conflicts | Company reports no related person transactions requiring disclosure since beginning of last fiscal year |
Expertise & Qualifications
- Core skills: operations management, safety, supply chain sourcing, sales and marketing, innovation, strategy, and global business; senior leadership experience as divisional CEO.
- Board skills matrix: Hood marked with experience in Marketing, Hospitality/Customer Service, Operations Management, Finance, and Risk Management.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Sep 22, 2025) | 9,117 shares of common stock (less than 1%) |
| Stock options | None (directors own no stock options) |
| Shares pledged | Prohibited under company policy (no pledging or hedging allowed) |
| Ownership guideline | Directors must hold stock equal to 5× base annual retainer; all directors are in compliance or within the initial 4-year period to meet the guideline |
Governance Assessment
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Strengths for investor confidence:
- Independent director serving on both Audit and Talent & Compensation—key oversight levers for financial integrity, risk, talent, and pay practices.
- Extensive operations and logistics leadership background aligns with restaurant supply chain and safety oversight needs.
- Board-wide attendance threshold met (≥75%), with robust committee cadence (8 Audit; 6 T&C) and multiple designated Audit Committee Financial Experts on the committee (though not Hood), indicating strong financial oversight depth.
- No related-party transactions reported; hedging/pledging prohibited; ownership guideline fosters alignment.
- Say-on-pay support >95% at the 2024 annual meeting suggests investor endorsement of compensation governance overseen by T&C.
-
Watch items:
- Not designated an Audit Committee Financial Expert (committee has four others), which is mitigated by committee composition and her operations/supply chain expertise.
- Director RSUs are non-forfeitable upon grant (settlement deferred), reducing retentive leverage; alignment rests on ownership guidelines and equity value exposure.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, low attendance, or say-on-pay backlash.