William Giles
BRINKER INTERNATIONALAbout William T. Giles
Independent director of Brinker International (EAT) since 2013; age 66. Former CFO and EVP at AutoZone (2007–2020), with prior finance roles at Linens ‘n Things, Melville, and PricewaterhouseCoopers, bringing >30 years of retail finance leadership. Designated Audit Committee Financial Expert; serves on EAT’s Audit (Chair) and Talent & Compensation committees; the Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AutoZone, Inc. | CFO and EVP—Finance, IT, Store Development, Customer Satisfaction | 2007–Dec 2020 | Senior public company finance leader; risk, governance and operational oversight |
| Linens ‘n Things, Inc. | EVP and CFO (various positions since 1991) | 1991–May 2006 | Retail CFO experience; consumer-facing finance and strategy |
| Melville, Inc. | Finance roles | Pre-1991 | Foundational corporate finance experience |
| PricewaterhouseCoopers | Professional services | Pre-1991 | Audit/accounting training; technical financial controls |
External Roles
| Organization | Role | Status |
|---|---|---|
| Floor & Decor Holdings, Inc. | Director | Current |
| Constellation Brands, Inc. | Director | Current |
| Autism Speaks | Director | Current |
| Alfred University | Board of Trustees | Current |
Board Governance
- Committee assignments: Audit Committee Chair; Talent & Compensation Committee Member. Audit Committee met 8x, Talent & Compensation 6x, Governance & Nominating 4x in fiscal 2025 .
- Audit Committee Financial Expert designation; Board confirms financial literacy for Audit members and independence for all committee members .
- Independence: Affirmed independent by Board; only CEO (Kevin Hochman) is non-independent .
- Attendance and engagement: Board held 8 meetings; each incumbent director attended ≥75% of aggregate Board and committee meetings; directors expected to attend annual meeting (in 2024, 9 of 10 did) .
- Leadership/oversight: Independent Chairman (Joseph DePinto) presides over executive sessions of independent directors; chair responsibilities include CEO evaluation, agenda-setting, and shareholder consultation .
Fixed Compensation
| Component (FY 2025 unless noted) | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee director) | $85,000 | Elect cash or RSUs; paid quarterly |
| Audit Committee member retainer | $20,000 | Paid quarterly; chairs typically receive member + chair retainer |
| Audit Committee chair premium | $15,000 | Paid quarterly |
| Talent & Compensation Committee member retainer | $12,500 | Paid quarterly |
| Annual RSU grant (non-employee director) | $140,000 | Typically granted post-quarter earnings releases |
| RSU units granted (FY 2025) | 1,272 units (aggregate) | For each director except Mr. Johnson; four quarterly installments spanning late 2024 and early 2025 |
| Distribution timing options | 1 year; 4 years; at departure; 1 or 2 years post-departure | Further deferral allowed in 5-year increments with advance election |
| FY 2026 RSU value change | +$15,000 to annual RSUs | Board-approved increase for non-employee directors commencing Q1 FY 2026 |
| FY 2025 fees and stock awards (Giles) | Fees: $132,500; Stock awards: $139,812; Total: $272,312 | Fees likely comprise $85,000 retainer + $20,000 Audit member + $15,000 Audit chair + $12,500 T&C member |
Performance Compensation
| Equity Component | Vesting | Performance Metrics | Forfeiture/Other |
|---|---|---|---|
| Director RSUs | Non-forfeitable when granted; settle per elected distribution timing | None (no performance conditions in director equity) | Grants in Feb/May/Aug/Nov after earnings; dividends, if declared, accrue and pay at settlement |
No options or performance shares are used for director compensation; RSUs are non-forfeitable at grant and intended to align with long-term shareholder value .
Other Directorships & Interlocks
| Company | Relationship to EAT | Notes |
|---|---|---|
| Floor & Decor Holdings, Inc. | External directorship | Consumer retail; no related party transactions disclosed |
| Constellation Brands, Inc. | External directorship | Beverage alcohol; no related party transactions disclosed |
- Related party transactions: None required to be reported under Item 404 since the start of last fiscal year; Audit Committee oversees and pre-approves any such transactions .
- Insider trading policy: Prohibits hedging and pledging of Company securities by directors, officers, employees .
Expertise & Qualifications
- Extensive retail CFO experience and public-company finance leadership (AutoZone; Linens ‘n Things); risk management and governance depth .
- Audit Committee Financial Expert; financial literacy affirmed; brings strategic, risk, and financial oversight in consumer-facing industries .
- Skills matrix indicates finance, risk management, accounting/audit competencies applicable to Brinker’s needs .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Sept 22, 2025) | 54,517 shares |
| % of shares outstanding | ~0.12% (54,517 / 44,431,215) |
| Stock options held | None (directors do not hold options) |
| Shares pledged as collateral | Prohibited by insider trading policy; no pledging permitted |
| Director stock ownership guideline | 5× base annual retainer value; 4-year compliance window; all directors compliant or within window |
Governance Assessment
-
Strengths:
- Audit Committee Chair and designated financial expert; enhances Board oversight of financial reporting, internal controls, cybersecurity and enterprise risk management .
- Independence affirmed; Board committees fully independent; independent chair ensures robust executive sessions and governance processes .
- Compensation risk safeguards: no hedging/pledging, clawback policy, ownership guidelines; director RSU structure promotes long-term alignment .
- Board/committee engagement: FY 2025 activity levels (Audit 8; T&C 6; Governance 4); all incumbents ≥75% attendance .
- Shareholder support: 95%+ say‑on‑pay approval at Nov 2024 meeting, indicating investor confidence in compensation governance .
-
Watch items:
- Multiple external public-company boards (Floor & Decor; Constellation) increase time commitments; ongoing monitoring of attendance and engagement remains prudent .
- FY 2026 director RSU value increase (+$15,000) modestly inflates board pay; ensure benchmarking remains aligned to peer market and performance outcomes .
-
RED FLAGS:
- None evident in filings: no related-party transactions, no hedging/pledging, no director options, and compliance with ownership guidelines reported .