Timothy Johnson
BRINKER INTERNATIONALAbout Timothy A. Johnson
Independent Director at Brinker International (EAT). Age 58. Director since 2025 and a member of the Audit Committee. Former Chief Financial and Chief Administrative Officer of Victoria’s Secret & Co. (June 2021–May 2025) and former CFO/CAO of Big Lots (2012–2019). Early career in public accounting at Coopers & Lybrand and corporate finance at (then) Limited Brands. Current outside boards include Dollar Tree, LogicSource, and Fusion Group; previously on The Aaron’s Company board (2021–2024). Filed initial Form 3 on Feb 12, 2025 upon joining EAT’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Victoria’s Secret & Co. | Chief Financial Officer and Chief Administrative Officer | Jun 2021 – May 2025 | Principal financial officer; signatory on filings; led finance/admin through public company transition post-separation |
| Big Lots, Inc. | CFO & CAO (earlier senior finance roles since 2000) | 2012 – 2019 (at Big Lots 2000–2019) | Public company CFO experience in value retail; long-tenured retail finance leadership |
| Limited Brands (now Bath & Body Works, L Brands legacy) | Corporate finance roles | Not specified | Consumer/retail finance experience |
| Coopers & Lybrand | Public accounting | Not specified | Foundational accounting/audit background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Brinker International (EAT) | Independent Director | 2025 – Present | Audit Committee member |
| Dollar Tree, Inc. (DLTR) | Independent Director | 2025 – Present | No committee assignments listed in 2025 proxy; also notes Brinker board service |
| LogicSource, Inc. (private) | Director | Current | Procurement services company (private) |
| Fusion Group, LLC (private) | Director | Current | Private company board |
| The Aaron’s Company | Director | 2021 – 2024 | Former public company directorship |
Board Governance
- Committee assignments: Audit Committee member at EAT; no chair role disclosed for Johnson. Independence status: listed as “Independent Director.”
- Board meeting attendance norms: In FY2024, the EAT board held 8 meetings; each incumbent director then serving attended at least 75% of board and committee meetings. Directors are expected to attend annual meetings absent unusual circumstances. Independent Chair structure facilitates executive sessions of independent directors. (Note: Johnson joined in 2025; FY2024 attendance data predates his appointment.)
- Initial appointment timing: Form 3 filed Feb 12, 2025 (initial beneficial ownership statement) concurrent with joining the board.
Fixed Compensation
Brinker International non-employee director compensation structure relevant to Johnson:
| Component | Value | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $85,000 | Director can elect cash or RSUs in quarterly installments |
| Annual RSU grant (non-Chair) | $140,000 | Granted quarterly following earnings releases |
| Audit Committee member retainer | $20,000 | Paid quarterly; election for cash/RSUs available beginning Jan 2025 |
| Talent & Compensation Committee member retainer | $12,500 | Paid quarterly |
| Governance & Nominating Committee member retainer | $10,000 | Paid quarterly |
| Audit Committee Chair additional retainer | $15,000 | If applicable |
| Directors meeting fees | $0 | No additional compensation for meeting attendance |
| Equity grant cadence | — | RSUs typically made in Feb, May, Aug, Nov post-earnings |
- 2025 update: Fiscal 2025 policy maintained $85,000 cash retainer and $140,000 RSU value for non-Chairs; Chair retainer is $275,000 (Chair elected full RSUs).
- 2023 to 2024 update: Board raised annual retainer by $10,000 and RSU value by $30,000 effective fiscal 2024.
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed for non-employee directors; compensation is cash retainer plus time-based RSUs; no meeting fees; RSUs distributed on elected schedules. |
| RSU vesting/distribution | Directors elect distribution timing options (e.g., after grant or upon/after board departure); awards granted quarterly after earnings releases. |
Other Directorships & Interlocks
| Company | Industry | Overlap/Interlock Consideration |
|---|---|---|
| Dollar Tree (DLTR) | Discount retail | Not a direct competitor to EAT; no EAT-related transactions disclosed in EAT proxy; independence affirmed. |
| The Aaron’s Company (prior) | Lease-to-own retail | Prior board; ended 2024. |
| LogicSource; Fusion Group | Private companies | No EAT-related transactions disclosed in available EAT materials. |
Expertise & Qualifications
- 30+ years of retail leadership including 12 years as public-company CFO; deep finance, accounting, and consumer/retail operating insight.
- Public company CFO experience at Victoria’s Secret & Co. and Big Lots; SEC filing signatory and principal financial officer responsibilities.
- Audit committee-relevant background aligns with current EAT Audit Committee assignment.
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership at appointment | 0 shares of EAT common stock on Form 3 filed Feb 12, 2025. |
| Director stock ownership guideline | 5x annual cash retainer (Board policy counts unvested RSUs; 4-year compliance window). For a non-Chair retainer of $85,000, the guideline value equals $425,000 (5 × $85,000). |
| Hedging/pledging policy | Company policy prohibits short sales, pledging, margin accounts, and hedging transactions in Company securities. |
Governance Assessment
- Board effectiveness and alignment: Johnson brings seasoned CFO experience across large-scale retailers, supporting EAT’s audit oversight and financial discipline; independence status is clear.
- Ownership alignment: Directors receive a meaningful annual RSU grant ($140,000) and must meet a 5x retainer ownership guideline within four years; initial Form 3 shows 0 shares at appointment, with policy designed to build ownership via equity grants.
- Compensation structure: Balanced cash/equity mix with no meeting fees and time-based RSUs; committee retainers compensate added workload; no director performance incentive metrics disclosed (reduces risk of short-termism).
- Potential conflicts: Current public directorship at Dollar Tree is not a competitive overlap with EAT; EAT disclosures list Johnson as independent and do not note related-party transactions with his outside boards in the cited materials.
- Attendance/engagement signal: EAT’s board historically reports ≥75% attendance for all incumbent directors and emphasizes independent chair-led executive sessions, which supports oversight quality (note: FY2024 data pre-dates Johnson’s appointment).
RED FLAGS: None identified in EAT’s latest proxy disclosures for Johnson regarding related-party transactions, hedging/pledging, or attendance; independence is explicitly stated. Continue to monitor future Form 4 filings for ownership buildup and any committee leadership changes.