Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
☐ | Preliminary Proxy Statement |
☐ |
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☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
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☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11 |
Darden Restaurants, Inc. Annual Meeting of Shareholders and Proxy Statement | ||
Wednesday, September |
Our Brands | ||||
August 8, 20227, 2023
Dear Shareholders:
On behalf of your Board of Directors, it is our pleasure to invite you to attend the 20222023 Annual Meeting of Shareholders of Darden Restaurants, Inc. We will hold the Annual Meeting on Wednesday, September 21, 2022,20, 2023, at 10:00 a.m., Eastern Time, online via the internet at www.virtualshareholdermeeting.com/DRI2022.DRI2023. All holders of our outstanding common shares as of the close of business on July 27, 2022,26, 2023, are entitled to vote at the meeting.
We will furnish proxy materials to shareholders via the internet, which allows us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.
The notice of meeting and Proxy Statement contain details about the business to be conducted at the Annual Meeting. Please read these documents carefully. We will provide an opportunity during the meeting for discussion of each item of business and we anticipate responding to shareholder questions as described in this Proxy Statement. If you will need special assistance during the meeting because of a disability, please contact Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Darden Restaurants, Inc., 1000 Darden Center Drive, Orlando, Florida 32837, phone (407) 245-6789.
Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to the proxy card or Notice of Availability of Proxy Materials for more information on how to vote your shares at the meeting.
Your vote is important. Thank you for your support.
Sincerely,
Eugene I. Lee, Jr.
Executive Chairman of the Board of Directors
Notice of 20222023 Annual
Meeting of Shareholders
To be held on September 21, 202220, 2023
Annual Meeting of Shareholders | ||||
Date and Time: Wednesday, September | Place: Online, via the internet at
| Record Date: Wednesday, July |
Items of Business
| How to Vote
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Item 1. To elect
Item 2. To obtainnon-binding advisory approval of the Company’s executive
Item 3. To obtain non-binding advice on the frequency of future advisory votes about the Company’s executive compensation. Item 4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May
Item Item 6. To vote on a shareholder proposal requesting the Company to issue a report on the risks arising from state policies restricting reproductive health care if properly presented at the meeting. Item 7. To transact such other business, if any, as may properly come before the meeting and any adjournment.
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be held on September | Internet
Vote by going to the website shown on your proxy card or Notice of Availability of Proxy Materials and following the instructions for Internet voting set forth on such proxy card or Notice
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Vote by completing, signing, dating and returning the proxy card | ||||||
Telephone
Vote by telephone at the number shown on your proxy card and following the instructions on such proxy card (If you reside in the United States or Canada) |
During the Meeting
Shareholders of record and beneficial owners will be able to vote their shares electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting online, we recommend that you vote by proxy so that your votes will be counted if you later decide not to participate in the Annual Meeting.
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Who Can Vote | ||||||||
You can vote during the Annual Meeting and any adjournment if you were a holder of record of our common stock at the close of business on July
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Date of Mailing | ||||||||
This Notice of the Annual Meeting of Shareholders and the Proxy Statement are first being distributed or otherwise furnished to shareholders on or about August | ||||||||
By Order of the Board of Directors
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Matthew R. Broad Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | DARDEN RESTAURANTS, INC. 1000 Darden Center Drive Orlando, Florida 32837 | |||||||
STOCK OWNERSHIP OF MANAGEMENT | ||||
Employee, Officer and Director Hedging | ||||
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS |
Proxy Statement for Annual Meeting of Shareholders to be held on September
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The Board of Directors (the Board) of Darden Restaurants, Inc. (Darden, the Company, we, us or our) is soliciting your proxy for use at the Annual Meeting of Shareholders to be held on September 21, 2022.20, 2023. This Proxy Statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote at the meeting. This Proxy Statement and the proxy card are first being distributed or otherwise furnished to shareholders on or about August 8, 2022.7, 2023. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix B A to this document.
This summary highlights certain information discussed in more detail in this Proxy Statement.
20222023 Annual Meeting of Shareholders
Date & Time: | Wednesday, September | |
Location: | Online, via the internet at www.virtualshareholdermeeting.com/ |
Matters Presented for Vote at the Meeting
The matters to be voted upon at this meeting, along with the Board’s recommendation, are set forth below.
Proposals | Required Approval | Board Recommendation | Page Reference | |||||
Proposal 1. Election of - M. Shân Atkins - Ricardo Cardenas - Juliana L. Chugg - James P. Fogarty - Cynthia T. Jamison -
- William S. Simon - Charles M. Sonsteby - Timothy J. Wilmott | Majority of | ✓ | For Each Nominee | p. | ||||
Proposal 2. Advisory Approval of the Company’s Executive Compensation | Majority of | ✓ | For | p. | ||||
Proposal | Majority of | ✓ | For One Year | p. 29 | ||||
Proposal 4. Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending May | Majority of | ✓ | For | p. | ||||
Proposal 5 Shareholder Proposal Requesting the Company Issue Greenhouse Gas Emission Reduction Targets | Majority of | × | Against | p. 31 | ||||
Proposal 6 Shareholder Proposal Requesting the Company Issue a Report on Risks of State Policies Restricting Reproductive Health Care | Majority of | × | Against | p. 35 |
20222023 Proxy Statement 1
Darden is a full-service restaurant company, and as of May 29, 2022,28, 2023, we owned and operated 1,8671,914 restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Yard House®, Cheddar’s Scratch Kitchen®, Yard House®, The Capital Grille®, Seasons 52®, Bahama Breeze®, Eddie V’s Prime Seafood®, Bahama Breeze®, and The Capital Burger® trademarks. As discussed below, on June 14, 2023 we closed our acquisition of Ruth’s Hospitality Group, Inc. (Ruth’s) and as of that date, Ruth’s owned, operated or franchised 155 restaurants under the Ruth’s Chris Steak House® trademark.
Strategy Summary
Throughout fiscal 2022,2023, our operating philosophy remained focused on strengthening the core operational fundamentals of the business by providing an outstanding guest experience rooted in culinary innovation, attentive service, engaging atmosphere, and integrated marketing. Darden enables each brand to reach its full potential by leveraging our scale, insights, and experience in a way that protects uniqueness and competitive advantages.
We manage our business organized around one core mission and one driving philosophy that keeps us focused on actions that will help us to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere, making every guest loyal.
A full-service restaurant company with …
1 Mission | Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal.
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4 Competitive Advantages | Significant Scale | ● | Extensive Data & Insights | ● | Rigorous Strategic Planning | ● | Results- Oriented Culture | |||||||
1 Driving Philosophy | Back-To-Basics | |||||||||||||
Culinary Innovation & Execution | ● | Attentive Service | ● | Engaging Atmosphere | ● | Integrated Marketing | ||||||||
Iconic Brands | |
2 Darden Restaurants, Inc.
Fiscal 20222023
We finished fiscal Our strength begins with our strategy. Our four competitive advantages of Significant Scale, Extensive Data & Insights, Rigorous Strategic Planning, and our Results-Oriented Culture position us well to successfully navigate any environment. We will continue to leverage our advantages, and our superior financial position, to make the right long-term investments in our business and execute against our strategy. And our Back-to-Basics Operating Philosophy continues to guide us as we pursue our mission: “Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal.” In the final weeks of fiscal 2023, we commenced a tender offer to acquire the shares of Ruth’s Hospitality Group, Inc. (Ruth’s), the owner, operator and franchisor of 155 Ruth’s Chris Steak House restaurants. We completed our $715 million acquisition of Ruth’s on June 14, 2023, giving us an exciting new platform for growth for our Company, our shareholders and our team members. Ruth’s Chris Steak House will benefit from our strategic advantages and we will benefit from Ruth’s Chris Steak House’s strong brand loyalty, shared values and terrific people. | We ended fiscal with the following key financial results:
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Key Highlights
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We invested in our great people, our team members, in many ways including:
Increasing the minimum hourly earnings for restaurant team members to $12, effective January 1, 2022, inclusive of income earned through gratuities.
In fiscal 2023, the Darden Foundation launched the Next Course Scholarship program to
We served our communities with a focus on fighting hunger in fiscal | ||
20222023 Proxy Statement 3
Our Directors |
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| Committee Memberships | |||||||||
Nominees for Election at 2023 Meeting and Primary Occupation | Age | Director Since | A | C | F | N | ||||||
MARGARET SHÂN ATKINS Retired Co-Founder and Managing Director, | 66 | 2014 | ¡ | ¡ | ||||||||
RICARDO CARDENAS President and Chief Executive Officer, Darden Restaurants, Inc. | 55 | 2022 | ||||||||||
JULIANA L. CHUGG Retired Executive Vice President and Chief Brand | 55 | 2022 | ¡ | ¡ | ||||||||
JAMES P. FOGARTY CEO, FULLBEAUTY Brands, Inc. | 55 | 2014 | ● | ¡ | ||||||||
CYNTHIA T. JAMISON Retired turnaround CFO | 63 | 2014 | ● | ¡ | ¡ | |||||||
NANA MENSAH Chairman and Chief Executive Officer, | 71 | 2016 | ¡ | ● | ||||||||
WILLIAM S. SIMON Senior Advisor to KKR & Co. | 63 | 2014 | ¡ | ● | ||||||||
CHARLES M. SONSTEBY Retired Vice Chairman, | 69 | 2014 | ¡ | ¡ | ¡ | ¡ | ||||||
TIMOTHY J. WILMOTT Retired Chief Executive Officer, | 65 | 2018 | ¡ | ¡ | ||||||||
Director Retiring After the 2023 Annual Meeting Primary Occupation | Age | Director Since | ||||||||||
Eugene I. Lee, Jr. Chairman of the Board
Retired Executive Chairman and CEO, Darden Restaurants, Inc, | 63 | 2015 |
A = Audit C = Compensation F = Finance N = Nominating and Governance ● = Chair ¡ = Member
4 Darden Restaurants, Inc.
Nominee Highlights
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Nominees |
Each of our tennine director nominees is committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence). We seek directors who have an inquisitive and objective perspective, practical wisdom, mature judgment and a wide range of experience in the business world. The Company strives to maintain a Board that reflects gender, ethnic, racial and other diversity and also fosters diversity of thought. In 2021, we amended our Director Nomination Protocols to commit that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. During fiscal 2022, we added two new members to our Board, of Directors, including one additional woman and one additional person of color, enhancing the diversity of our Board.
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| Committee Memberships | |||||||||
Nominee and Primary Occupation | Age | Director Since | A | C | F | N | ||||||
MARGARET SHÂN ATKINS Retired Co-Founder and Managing Director, | 65 | 2014 | ¡ | ¡ | ||||||||
RICARDO CARDENAS President and Chief Executive Officer and Previous President and Chief Operating Officer, Darden Restaurants, Inc. | 54 | 2022 | ||||||||||
JULIANA L. CHUGG Retired Executive Vice President and Chief Brand | 54 | 2022 | ¡ | ¡ | ||||||||
JAMES P. FOGARTY CEO, FULLBEAUTY Brands, Inc. | 54 | 2014 | ● | ¡ | ||||||||
CYNTHIA T. JAMISON Retired turnaround CFO | 62 | 2014 | ● | ¡ | ¡ | |||||||
EUGENE I. LEE, JR. Executive Chairman and Previous Chairman and CEO, | 61 | 2015 | ||||||||||
NANA MENSAH Chairman and Chief Executive Officer, | 70 | 2016 | ¡ | ● | ||||||||
WILLIAM S. SIMON Senior Advisor to KKR & Co. | 62 | 2014 | ¡ | ● | ||||||||
CHARLES M. SONSTEBY Retired Vice Chairman, | 68 | 2014 | ¡ | ¡ | ¡ | ¡ | ||||||
TIMOTHY J. WILMOTT Retired Chief Executive Officer, | 64 | 2018 | ¡ | ¡ |
A = Audit C = Compensation F = Finance N = Nominating and Governance ● = Chair ¡ = Member
4 Darden Restaurants, Inc.2023 Proxy Statement 5
Corporate Governance Highlights
Our Board seeks to maintain the highest standards of corporate governance and ethical business conduct, including the following highlights:
Our Board has a Lead Independent Director, and eight of our ten nominees for the Board are independent;
• | Our Board has a Lead Independent Director, and eight of our nine nominees for the Board are independent; |
All directors are elected annually and we have a majority vote standard for uncontested elections;
• | All directors are elected annually and we have a majority vote standard for uncontested elections; |
All Board committees are composed of only independent directors;
• | All Board committees are composed of only independent directors; |
The Board and committees conduct annual self-assessments;
• | The Board and committees conduct annual self-assessments; |
The Board met in executive session at each of its quarterly meetings during fiscal 2022;
• | The Board met in executive session at each of its quarterly meetings during fiscal 2023; |
Directors and executive officers are subject to robust stock ownership requirements;
• | Directors and executive officers are subject to robust stock ownership requirements; |
10 percent of shareholders can call a special meeting; and
• | 10 percent of shareholders can call a special meeting; and |
We have no supermajority voting requirements.
• | We have no supermajority voting requirements. |
Executive Compensation Highlights
Our fiscal 20222023 compensation programs were designed to create a strong alignment between pay and performance for our executives. Highlights of our executive compensation programs include:
At the Company’s 2021 Annual Meeting, approximately 94.5 percent of the votes cast were in favor of the advisory vote to approve executive compensation; and
• | At the Company’s 2022 Annual Meeting, approximately 95.9 percent of the votes cast were in favor of the advisory vote to approve executive compensation; and |
Over 86 percent of our CEO’s and 75 percent of our other Named Executive Officers’ (NEOs) target total direct compensation for fiscal 2022 was tied to performance.
• | Over 87 percent of our CEO’s and 75 percent of our other Named Executive Officers’ (NEOs) target total direct compensation for fiscal 2023 was tied to performance. |
We have included a detailed Executive Summary in the “Compensation Discussion and Analysis” section of this Proxy Statement.
We are committed to protecting our planet for future generations and sourcing food with care.
Darden’s current key Sustainability areas of focus are:
Protecting our Planet | With more than |
To that end, we track and report to our management and the Board on the following metrics annually:
Ø | Taking Action on Climate - Greenhouse gas (GHG) emissions (Scope 1 & 2) |
Ø | Energy – Average Usage per Restaurant |
Ø | Water – Average Usage per Restaurant |
Ø | Waste – Recycling Rate |
We are committed to providing disclosure to our shareholders on these and other sustainability metrics. We disclose all of these metrics on our corporate website, www.darden.com, and we include the GHG emissions in our annual report on Form 10-K.
2022 Proxy Statement 56 Darden Restaurants, Inc.
Climate Change
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ClimateDarden is addressing sources of climate change is a significant global challenge. As a business, we must prepare for both the risksfrom its operations and opportunities of a changing climate.supply chain through diligent assessment, transparent disclosures and collaborative engagement on solutions.
In fiscal 20222023, Darden engaged with experts to assessincreased the impactsrobustness of our entire value chain, including upstream suppliersthe assessment and downstream impacts. the disclosure of environmental metrics by:
• | Performing a deforestation risk assessment of key commodities — including beef, soy, palm oil, cocoa, coffee, timber and fiber — using a methodology aligned with the guidance from The Accountability Framework and relevant organizations. |
• | Aligning Darden’s environmental disclosures for energy, water, waste and GHG emissions with the Sustainability Accounting Standards Board (SASB) framework for the Food and Beverage Sector. |
• | Disclosing a detailed Scope 3 emissions inventory for all relevant upstream and downstream sources; and |
• | Engaging a third party to assess and verify environmental disclosures to a limited level of assurance to international accounting standards. |
The results will inform strategy and action in the areas of energy, GHG emissions, waste and water. Operational metricswater for Darden’s operations and our supply chain. Environmental disclosures are reported on our website at www.darden.com.
To help us manage climate risk, we are committed to:
Measuring and reporting our Scope 3 GHG emissions by the end of fiscal 2022. This is in addition to Scope 1 & 2 emissions from US owned and operated restaurants, which we already report publicly on our website, www.darden.com, and in our annual report on Form 10-K.
Fiscal 2022 update: We engaged with experts to conduct an initial measurement of our Scope 3 emissions for a representative, pre-Covid fiscal year (FY19). Details on our Scope 3 GHG emissions footprint are reported on our website, www.darden.com.
Aligning our climate approach to the Task Force on Climate-related Financial Disclosures (TCFD) by creating a framework that covers Governance, Strategy, Risk Management, and Metrics & Targets.
Fiscal 2022 update: As a first step toward this commitment, in fiscal 2022 Darden worked with an external consultant to assess our current emissions reporting and governance compared to TCFD recommendations. This work will enhance cross-department understanding of climate risks and opportunities and enable us to improve climate change management.
To help us tackle the climate impacts of our business, we have committed to:
Creating a strategy to address Scope 1 & 2 GHG emissions with the goal of achieving 100% renewable energy for our US-based, owned and operated restaurants.
Fiscal 2022 update: Throughout fiscal 2022, Darden engaged with experts and energy providers on opportunities to source renewable energy for our operations.
Sourcing Food with Care | We lead in food safety and quality while also caring for farm animals and holding our suppliers to our Food Principles. We know that where our ingredients come from and how they are grown are integral elements in the recipe for preparing great food for our guests. Darden’s Food Principles are our foundation for sourcing food for our guests sustainably. |
Darden takes animal welfare very seriously. A key tenet of our approach is to work with protein suppliers who are committed to the improvement of animal welfare. We have a responsibility to ensure that animals are treated with respect and care in the process of providing nutritious food that is served in our restaurants. Our Animal Welfare Policy defines Darden’s position and outlines our approach and strategy in this area.
In 2019, we established an Animal Welfare Council, which unites a cross-functional group of academics and thought leaders in the care of animals in food supply chains. This group is supporting Darden in our continued efforts to improve animal welfare outcomes and, most recently, started to map out a framework and process for working with chickenprotein suppliers on key welfare areas including medically important antibiotic usage.defined within our Animal Welfare Policy.
6 Darden Restaurants, Inc.
In fiscal 2022,2023, Darden engaged the majority of its poultry suppliers through a supplier survey to better understand current animal welfare and antibiotics positioning and practices. We have started to translate those learnings and develop a pilot program aiming to further test and define our outcome-based approach.
Additional measures we take to ensure best practices in our food sourcing include:
Ø | We require third-party audits to ensure that our Animal Welfare Policy is upheld by suppliers producing our animal products. |
2023 Proxy Statement 7
Ø | We manage our suppliers by: |
Conducting rigorous evaluations to verify food safety procedures and product quality.
Holding all partners accountable to our Supplier Code of Conduct.
Assigning our Total Quality team and third-party partners to perform ongoing audits every year to ensure food safety and product quality.
• | Conducting rigorous evaluations to verify food safety procedures and product quality. |
• | Holding all partners accountable to our Supplier Code of Conduct. |
• | Assigning our Total Quality team and third-party partners to perform ongoing audits every year to ensure food safety and product quality. |
Ø | Restaurant leaders are thoroughly trained on our robust food safety and restaurant cleanliness practices and conduct in-depth walk-throughs twice each day. |
Ø | We use a third-party partner to conduct quarterly inspections at every restaurant to validate our strict food safety protocols. |
Please visit the Our Impact section of our website at www.darden.com for updates on our animal welfare efforts.
Inclusion and Diversity Highlights
| At Darden, everyone is welcome to a seat at our table. |
Our History Shapes Our Commitment
When our founder Bill Darden opened his first restaurant in 1938, he employed anyone willing to work hard, work smart and grow with the company – without regard to race, gender or background.
Ensuring an inclusive and diverse workplace is at the very heart of Darden and our brands. We are strengthened by a diversity of cultures, perspectives, attitudes and ideas. We honor each other’s heritage and uniqueness. We prioritize our inclusion and diversity efforts not just because it is the right thing to do – but because it makes us better. It leads to innovation of thought, fuels our growth as a company and creates great places to work for our team members. Our strategy to uphold our founder’s legacy is rooted in advancing workplace diversity, creating an inclusive environment and building on our commitment.
2022 Proxy Statement 78 Darden Restaurants, Inc.
The Board reviews and evaluates human capital metrics, strategic objectives and other initiatives with respect to the Company’s workforce. We have added detailed human capital metrics to our annual report on Form 10-K and to our corporate website. We have also added our EEO-1 data to our corporate website disclosure. Some key inclusion and diversity highlights are set forth below.
Our Team (as of year-end fiscal | ||||
Our strategy to uphold our founder’s legacy is rooted in advancing workplace diversity, creating an inclusive environment and building on our commitment. We report details about these strategic initiatives on our corporate website.
Advance Workplace Diversity | Create an Inclusive Environment | Build on Our Commitment | ||||||
✓ Increase our pipeline of diverse leaders
✓ Ensureall levels of our team reflect the diversity of our talent in our industry and communities
✓ Expandinclusive hiring and development best practices across all our brands | ✓ Expand inclusion and diversity awareness and training to all team member populations
✓ Equipall leaders with the tools and resources to foster an inclusive environment for team members and guests
✓ UtilizeEmployee Resource Groups to engage, retain and advance our team
| ✓ Make a positive impact in the communities we serve
✓ Continueto invest in diverse suppliers |
8 Darden Restaurants, Inc.2023 Proxy Statement 9
Corporate Governance and Board Administration
Our Board is Committed to the Highest Standards of Corporate Governance and Ethical Business Conduct
Corporate governance guidelines, policies and practices are the foundation for the effective and ethical governance of all public companies. Our Board is committed to the highest standards of corporate governance and ethical business conduct, providing accurate information with transparency and complying fully with the laws and regulations applicable to our business. The Company’s corporate governance structure is designed to ensure that the Company’s policies and practices are aligned with shareholder interests and corporate governance best practices. Executive management supports the Board’s commitment to be transparent through shareholder outreach efforts. We offer our shareholders an opportunity to engage in dialogue with us about aspects of our corporate governance and discuss any areas of concern. Our corporate governance practices are governed by our Articles of Incorporation, Bylaws, Corporate Governance Guidelines, Board committee charters, Shareholder Communication Procedures, Codes of Business Conduct and Ethics and Insider Trading Policy. You can access these documents at www.darden.com under Investors — Governance to learn more about the framework for our corporate governance practices. Copies are also available in print, free of charge, to any shareholder upon written request addressed to our Corporate Secretary.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines that specifically address the Company’s key governance practices and policies. The Nominating and Governance Committee of the Board oversees governance issues and recommends changes to the Company’s governance guidelines, policies and practices as appropriate. Our Corporate Governance Guidelines cover many important topics, including:
Director responsibilities;
• | Director responsibilities; |
Director qualification standards;
• | Director qualification standards; |
Director independence;
• | Director independence; |
Director access to senior management and independent advisors;
• | Director access to senior management and independent advisors; |
Director compensation;
• | Director compensation; |
Director orientation and continuing education;
• | Director orientation and continuing education; |
Codes of Business Conduct and Ethics;
• | Codes of Business Conduct and Ethics; |
Risk oversight;
• | Risk oversight; |
Related party transactions;
• | Related party transactions; |
Approval of CEO and senior management succession plans;
• | Approval of CEO and senior management succession plans; |
• | Annual compensation review of CEO and executive officers; |
Annual compensation review of CEO and executive officers;
• | Human capital management and risks related thereto; |
• | An annual evaluation in executive session of the CEO by the independent directors, led by the Chairman of the Compensation Committee; and |
2022 Proxy Statement 910 Darden Restaurants, Inc.
Human capital management;
An annual evaluation in executive session of the CEO by the independent directors, led by the Chairman of the Compensation Committee; and
An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every two years.
• | An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every two years. |
The Corporate Governance Guidelines also include policies on certain specific subjects, including those that:
Require meetings at least four times annually of the independent directors in executive session without our CEO or other members of management present;
• | Require meetings at least four times annually of the independent directors in executive session without our CEO or other members of management present; |
Require a letter of resignation from directors upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities;
• | Require a letter of resignation from directors upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities; |
Limit the number of other public company boards, in addition to Darden, on which directors may serve to not more than four, except when the full Board determines that special circumstances exist;
• | Limit the number of other public company boards, in addition to Darden, on which directors may serve to not more than four, except when the full Board determines that special circumstances exist; |
Provide that no member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company;
• | Provide that no member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company; |
Require the Nominating and Governance Committee to annually review the directors’ time commitments, considering other public company board memberships and leadership roles, including service as chairman of the board, lead independent director or other equivalent role of any public company, before recommending directors for election to the Board, and to conduct individual evaluations of the time commitments of members who serve on four or more total public company boards; and
• | Require the Nominating and Governance Committee to annually review the directors’ time commitments, considering other public company board memberships and leadership roles, including service as chairman of the board, lead independent director or other equivalent role of any public company, before recommending directors for election to the Board, and to conduct individual evaluations of the time commitments of members who serve on four or more total public company boards; and |
• | Provide a mandatory retirement age for directors. |
Provide a mandatory retirement age for directors.
Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules (the NYSE Rules) of the New York Stock Exchange (NYSE). The NYSE Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), include the additional requirements that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation and may not be affiliated with the Company or its subsidiaries. The NYSE Rules and Rule 10C-1 under the Exchange Act provide that when determining the independence of members of the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to the director’s ability to be independent from management in connection with Compensation Committee duties, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory or other compensatory fees paid by the Company, and whether any Compensation Committee member is affiliated with the Company or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.
The Board has reviewed, considered and discussed each current director’s relationships, both direct and indirect, with the Company in order to determine whether such director meets the
10 Darden Restaurants, Inc.
independence requirements of the applicable sections of the NYSE Rules (there are no nominees for election as directors at the Annual Meeting who are not current directors). The Board has affirmatively determined that, other than Mr. Lee and Mr. Cardenas, who areis employed by the Company, and Mr. Lee, who retired from employment with the Company in September 2022, eight of the ten current directors and eight of the nine nominees (Mmes. Atkins, Chugg and Jamison and Messrs. Fogarty, Mensah, Simon,
2023 Proxy Statement 11
Sonsteby and Wilmott) have no direct or indirect material relationship with us (other than their service as directors) and qualify as independent under the NYSE Rules. The Board has also affirmatively determined that each member of the Audit Committee and the Compensation Committee meets the applicable requirements of the NYSE Rules and the Exchange Act.
In making independence determinations, the Board considers that in the ordinary course of business, transactions may occur between the Company, including its subsidiaries, and entities with which some of our directors are or have been affiliated. The Board has concluded that any such transactions were immaterial in fiscal 2022.2023.
The Company’s Corporate Governance Guidelines include a policy pertaining to related party transactions in which Interested Transactions with a Related Party, as those terms are defined below, are prohibited without prior approval of the Board. The Board will review the material facts of the proposed transaction and will either approve or disapprove of the transaction. In making its determination, the Board considers whether the Interested Transaction is consistent with the best interests of the Company and its shareholders and whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the Related Party’s interest in the transaction. A director may not participate in any discussion or approval of an Interested Transaction for which he or she is a Related Party, except to provide all material information as requested. Only those directors that meet the requirements for designation as a “qualified director” under the Florida Business Corporation Act will participate in the approval of an Interested Transaction. If an Interested Transaction will be ongoing, the Board may establish guidelines for the Company’s management to follow in its dealings with the Related Party.
An “Interested Transaction” as defined in the policy is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which (i) the amount involved exceeds $120,000 in any fiscal year, (ii) the Company is a participant, and (iii) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity), but does not include any salary or compensation paid by the Company to a director or for the employment of an executive officer that is required to be reported in the Company’s proxy statement (or that would have been so reported if the executive officer was a “named executive officer” as that term is defined in the rules of the Securities and Exchange Commission).
A “Related Party” as defined in the policy is any (i) person who is or was since the beginning of the last fiscal year an executive officer, director or nominee for election as a director of the Company, (ii) beneficial owner of more than five percent of the Company’s common stock, or (iii) immediate family member of any of the foregoing.
An “immediate family member” as defined in the policy is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, or sister-in-law of the person in question and any person (other than a tenant or employee) sharing the household of the person in question.
There are no Interested Transactions or related party transactions or relationships required to be reported in this Proxy Statement under Item 404 of the SEC’s Regulation S-K.
2022 Proxy Statement 1112 Darden Restaurants, Inc.
Director Election Governance Practices
We do not have a “classified board” or other system where directors’ terms are staggered; instead, our full Board is elected annually. The Company’s Bylaws provide that in an uncontested election, each director will be elected by a majority of the votes cast; provided that, if the election is contested, the directors will be elected by a plurality of the votes cast. In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the Board and remain a director until the Board appoints an individual to fill the office held by such director.
The Nominating and Governance Committee will recommend to the Board whether to accept or reject the tendered resignation or whether other action should be taken. The Board is required to act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision and the rationale within 90 days from the date of certification of the election results. If a director’s resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill the vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director of the Company, a person must deliver to our Corporate Secretary a written agreement that he or she will abide by these requirements.
Under our Bylaws, the Board will consist of not less than three nor more than fifteen members as determined from time to time by resolution of the Board. On March 22, 2022, the Board voted to increase the size of the Board from eight to nine, and elected Ms. Chugg to fill the vacancy created by that increase. On December 15, 2021, the Board voted to increase the number of directors of the Company by one and elected Mr. Cardenas as a director, to be effective May 30, 2022. As a result of these changes, theThe Board currently consists of ten members, allnine of whom have agreed to stand for reelectionre-election at the 20222023 Annual Meeting. On June 20, 2023, Mr. Lee informed the Board that he would not be standing for re-election to the Board of Directors and he will retire from service as a director of the Company at the end of the 2023 Annual Meeting. Following Mr. Lee’s announcement, on June 20, 2023, the Board resolved that effective upon Mr. Lee’s retirement from the Board, the size of the Board would be reduced to nine members.
The Company’s Corporate Governance Guidelines provide that the positions of Chairman of the Board and CEO may, in the judgment of the Board, be combined, and if the Chairman position is held by the CEO or another non-independent director, then the independent directors will choose a Lead Independent Director from among the independent directors. The Board believes that the decision as to whether the same person should serve in the roles of Chairman and CEO should be made by the Board, from time to time, in its business judgment after considering the relevant factors, including the specific needs of the business and the best interests of the shareholders. In December 2021, the Board voted to separate the roles of Chairman and CEO and elected Eugene I. Lee, Jr., who had been serving in both of those roles at the time, to serve as the Executive Chairman of the Board effective May 30, 2022 and the Board elected Ricardo Cardenas to serve as President and CEO and as a member of the Board of Directors, also effective May 30, 2022. As of September 21, 2022, Mr. Lee retired from employment at the Company and the Board of Directors elected Mr. Lee to serve as Chairman of the Board on that date. Charles M. Sonsteby, who had served as Chairman from April 2016 to December 2020, was elected to serve as Lead Independent Director in December 2020 and continues in that role to this date. As Lead Independent Director, Mr. Sonsteby, along with the other independent non-employee directors, brings experience, oversight and expertise from outside the Company and industry, while our Executive Chairman, Mr. Lee, brings Company and industry-specific experience and expertise.expertise, including 7 years as CEO of the Company. Our President and CEO, Mr. Cardenas also brings a long history of Company management experience in areas including finance,
2023 Proxy Statement 13
operations, strategy and expertiseprior service as Chief Financial Officer of the Company to his newthe CEO role. The Board also believes that the separation of the roles of Chairman and CEO at this time will allowallows the Company to continue to benefit from Mr. Lee’s decades of restaurant operating experience beyond his planned retirement from employment with the Company in
12 Darden Restaurants, Inc.
September 2022 and will easehas facilitated the transition of leadership to Mr. Cardenas, who now is responsibleCardenas. On June 20, 2023, Mr. Lee informed the Board that he would not be standing for driving executionre-election to the Board of Directors and he will retire from service as a director of the Company’s long-term strategy.Company at the end of the 2023 Annual Meeting. The Board intends to elect a new Chairman at the continuance of its regularly scheduled meeting following the Annual Meeting of Shareholders.
The Company’s Corporate Governance Guidelines provide that the Chairman will preside at meetings of the Board, except that the Lead Independent Director will preside at the Board’s executive sessions of independent directors. The Lead Independent Director approves Board meeting agendas, including approving meeting schedules to assure that there is sufficient time for discussion of all agenda items, and other information sent to the Board, advises the committee chairs with respect to agendas and information needs relating to committee meetings, serves as liaison between the Chairman and the independent directors, has the authority to call meetings of the independent directors as he or she deems appropriate and is available for consultation and direct communications if requested by major shareholders. The Chairman and the Lead Independent Director perform other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. The independent directors may meet without management present at any other times as determined by the Lead Independent Director.
The Board is actively engaged and involved in talent management. The Board reviews the Company’s people strategy in support of its business strategy at least annually. This includes a detailed discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior leadership level. Annually, the CEO provides the Board with an assessment of senior executives and their potential to succeed him, and an assessment of persons considered successors to senior executives. The Nominating and Governance Committee also recommends policies regarding succession in the event of an emergency impacting the CEO or the planned retirement of the CEO. Strong potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board reviews and evaluates human capital metrics, strategic objectives and other initiatives with respect to the overall workforce, including diversity, recruiting and development programs.
To foster our value of always learning – always teaching, the Corporate Governance Guidelines encourage director education. Upon initial election to the Board of Directors, the Company’s management conducts an orientation program of materials and briefing sessions to educate new directors about the Company’s business and other topics to assist them in carrying out their duties. Directors may also attend a variety of external continuing education programs of their own selection at the Company’s expense. In addition, the Board receives regular updates from management and external experts regarding new developments in corporate governance, legal developments or other appropriate topics from time to time.
2022 Proxy Statement 1314 Darden Restaurants, Inc.
Board Role in Oversight of Risk Management
Full Board The ultimate responsibility for risk oversight rests with the Board. The Board assesses major risks facing the Company and reviews options for their mitigation. Each Committee of the Board reviews the policies and practices developed and implemented by management to assess and manage risks relevant to the Committee’s responsibilities, and reports to the full Board on the results of its discussions.
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Audit Committee |
Compensation Committee |
Finance Committee |
Nominating and Governance Committee | |||||||||||||||||||
Oversees the Company’s financial reporting processes and internal controls, including the process for assessing risk of fraudulent financial reporting and significant financial risk exposures, and the steps management has taken to monitor, mitigate and report those exposures. In addition to its other duties, the Audit Committee oversees the Company’s policies and procedures regarding compliance with applicable laws and regulations and the Company’s Codes of Business Conduct and Ethics. The Audit Committee also oversees and discusses with management the Company’s enterprise risk management (ERM) process and the comprehensive assessment of key strategic financial, operational and regulatory risks identified by management, including cybersecurity and data protection risks. The Audit Committee discusses ERM with the full Board, which is ultimately responsible for oversight of this process. |
Provides oversight of the risks associated with the Compensation Committee responsibilities in its charter; reviews the Company’s incentive and other compensation arrangements to confirm that compensation does not encourage unnecessary or excessive risk taking and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and executive compensation; and discusses with the Company’s management the results of its review and any disclosures required by Item 402(s) of Regulation S-K relating to the Company’s compensation risk management. |
Oversees the Company’s major financial risk exposures and management’s monitoring, mitigation activities and policies in connection with financial risk, including: capital structure; investment portfolio, including employee benefit plan investments; financing arrangements, credit and liquidity; proposed major transactions, such as mergers, acquisitions, reorganizations and divestitures; share repurchase programs; hedging or use of derivatives; commodity risk management; cash investment; liquidity management; short-term borrowing programs; interest rate risk; foreign exchange risk; off balance sheet arrangements, if any; proposed material financially-related amendments to the Company’s indentures, bank borrowings and other instruments; and reputational risk to the extent such risk arises from the topics under discussion. The Finance Committee also reviews the adequacy of the insurance coverage on the Company’s assets.
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Oversees risks related to the Company’s corporate governance; director succession planning; political and charitable contributions; insider trading; environmental and social responsibility; and reputational risk to the extent such risk arises from the topics under discussion. |
14 Darden Restaurants, Inc.2023 Proxy Statement 15
Compliance and Ethics Office and Codes of Business Conduct and Ethics
Our Compliance and Ethics Office (Compliance Office), with the support of our management and Board, aims to ensure that all of our employees, business partners, franchisees and suppliers adhere to high ethical business standards, and is under the direction of our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. At the core of the Compliance Office is ourDarden’s Code of Conduct that applies to all Company employees (Employee Code of Conduct). We also have a Code of Ethics for CEO and Senior Financial Officers (CEO and Senior Financial Officer Code of Ethics) that highlights specific responsibilities of our CEO and senior financial officers, and a Code of Business Conduct and Ethics for Members of the Board of Directors (the Board Code of Conduct, and together with the Employee Code of Conduct and the CEO and Senior Financial Officer Code of Ethics, our Codes of Business Conduct and Ethics). A major objective of the Compliance Office is to educate and raise awareness of our Employee Code of Conduct, applicable regulations, and related policies. Our Codes of Business Conduct and Ethics are posted on our website at www.darden.com under Investors — Governance. We require all of our officers, director-level employees, and certain other employees to complete an annual training course and certification regarding compliance with the Employee Code of Conduct and other Company policies. Any amendment to, or waiver of, the Codes of Business Conduct and Ethics as they relate to a member of the Board of Directors, the CEO, the Chief Financial Officer, any senior financial officer or any executive officer listed in the “Stock Ownership of Management” section of this Proxy Statement will be disclosed promptly by posting such amendment or waiver on our website at www.darden.com under Investors — Governance.
We promote ethical behavior by encouraging our employees to talk to supervisors or other personnel when in doubt about the best course of action in a particular situation. To encourage employees to raise questions and report possible violations of laws or our Codes of Business Conduct and Ethics, we will not allow retaliation for reports made in good faith. We also provide a confidential hotline to allow employees to confidentially and anonymously report concerns regarding questionable accounting behavior. We are also committed to promoting compliance and ethical behavior by the third parties with whom we conduct business and have implemented Codes of Business Conduct that are acknowledged by our international franchisees and certain suppliers.
2022 Proxy Statement 1516 Darden Restaurants, Inc.
Executive Officers of the Registrant
Our executive officers as of the date of this Proxy Statement are listed below.
Ricardo Cardenas, age
| Our President and Chief Executive Officer since May 2022. Prior to that, Mr. Cardenas served as our President and Chief Operating Officer | |
Matthew R. Broad, age
| Our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since 2015. Prior to joining Darden, he served as Executive Vice President, General Counsel and Chief Compliance Officer for OfficeMax, Incorporated from 2004 to 2013. Prior to that, he was Associate General Counsel with Boise Cascade Corporation from 1989 to 2004. | |
Todd A. Burrowes, age
| Our President, LongHorn Steakhouse since 2015. He rejoined the Company after serving as President, Ruby Tuesday Concept and Chief Operations Officer of Ruby Tuesday, Inc. from 2013 to 2015. Prior to that, he served as Executive Vice President of Operations for LongHorn Steakhouse from 2008 until 2013. He joined the Company in 2002 as Regional Manager of LongHorn Steakhouse before being promoted to Director of Management Training. In 2004, he was promoted to Regional Vice President of Operations for LongHorn Steakhouse. | |
Susan M. Connelly, age
| Our Senior Vice President, Chief Communications and Public Affairs Officer since 2019. She served as Senior Vice President, Communications and Corporate Affairs from 2015 to 2019. She joined the Company in 2007 as Director, State and Local Government Relations and was promoted to Vice President, Government Relations in 2014. |
16 Darden Restaurants, Inc.2023 Proxy Statement 17
Daniel J. Kiernan, age
| Our President, Olive Garden since 2018, prior to which he was our Executive Vice President of Operations for Olive Garden | |
Sarah H. King, age
| Our Senior Vice President, Chief People and Diversity Officer since May 2021, prior to which she served as Senior Vice President, Chief Human Resources Officer | |
John W. Madonna, age
| Our Senior Vice President, Corporate Controller since 2016, prior to which he served as our Senior Vice President, Accounting | |
M. John Martin, age
| Our President, Specialty Restaurant Group, which includes The Capital Grille and Eddie V’s as well as Seasons 52, Bahama Breeze and Yard House, since August 2020. Prior to that, | |
Douglas J. Milanes, age
| Our Senior Vice President, Chief Supply Chain Officer since 2015, prior to which he served as Senior Vice President, Purchasing |
2022 Proxy Statement 1718 Darden Restaurants, Inc.
Richard L. Renninger, age
| Our Senior Vice President, Chief Development Officer since 2016. Prior to joining Darden, he was Chief Development Officer for First Watch Restaurants, Inc., from 2012 to 2016. Prior to that, he served as Executive Vice President & Chief Development Officer for OSI Restaurant Partners (now Bloomin’ Brands, Inc.) from 2008 to 2012 and | |
Rajesh Vennam, age
| Our Senior Vice President, Chief Financial Officer |
18 Darden Restaurants, Inc.2023 Proxy Statement 19
|
Election of TenNine Directors from the Named Director Nominees
Our Board of Directors currently has ten members, and each director stands for election every year. As discussed above, on June 20, 2023, Mr. Lee informed the Board that he would be not standing for re-election and is retiring from the Board of Directors at this meeting. Also on June 20, 2023, the Board resolved that upon Mr. Lee’s retirement, the number of directors will be reduced to nine. The Nominating and Governance Committee believes that a tennine member Board of Directors is currentlywill be appropriate for Darden. In keeping with good governance practices, the Board will continue to seek a diversity of talent and experience to draw upon and to ensure its ability to appropriately staff committees of the Board. The Board also will continue to self-evaluate and to consider various matters as to its size. As appropriate, the Board may determine to increase or decrease its size, including in order to accommodate the availability of an outstanding candidate. The Board increased its size and added two new members during fiscal 2022. In December 2021, the Board of Directors voted to add Mr. Cardenas to the Board upon his election to the role of President and Chief Executive officer, effective May 30, 2022. In March 2022, The Board of Directors further increased its size to add Ms. Chugg as a Director. Ms. Chugg was elected by the board following an extensive board search, utilizing the services of an outside search firm.
The following tennine director nominees are standing for election at this 20222023 Annual Meeting of Shareholdersto hold office until the 20232024 Annual Meeting of Shareholders or until their successors are elected and qualified. All were nominated at the recommendation of our Nominating and Governance Committee and all have previously served on the Board. Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. If a director nominee is not able to serve, proxies may be voted for a substitute nominated by the Board. However, we do not expect this to occur.
✓
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Your Board recommends that you vote FOR each of the nominees to the Board.
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2022 Proxy Statement 1920 Darden Restaurants, Inc.
Board Nominees
The following information is as of the date of this Proxy Statement. Included is information provided by each nominee, such as his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the specific information presented below regarding the experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a director, we also believe that each of our director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Darden’s mission is to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. This mission is supported by our core values of integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence. As noted in our Corporate Governance Guidelines, our directors should reflect these core values, possess the highest personal and professional ethics, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.
Board Summary
109 Nominees
Our board’sBoard’s composition reflects our core value of inclusion and diversity along many metrics of diversity, reflecting racial and ethnic diversity, gender diversity and a wide diversity of areas of expertise and experience, as reflected in the graphics below.
Independence | Racial/Ethnic Diversity | Gender Diversity | Tenure | |||
20 Darden Restaurants, Inc.2023 Proxy Statement 21
BOARD EXPERIENCE AND EXPERTISE MATRIXBoard Nominee Experience and Expertise Matrix
| ||||||||||||||||||||
OPERATIONAL AND FUNCTIONAL EXPERIENCE AND EXPERTISE | ||||||||||||||||||||
Restaurant Industry | ¡ | ● | ¡ | ● | ● | ● | ● | ¡ | ||||||||||||
Retail or Hospitality Operations | ● | ● | ● | ● | ● | ● | ● | ● | ¡ | |||||||||||
Consumer Marketing/Brand Building | ● | ¡ | ● | ● | ● | ● | ¡ | |||||||||||||
Information Technology / Cybersecurity | ¡ | ● | ● | ● | ● | ● | ||||||||||||||
Supply Chain/Logistics | ¡ | ¡ | ¡ | ● | ● | |||||||||||||||
Real Estate Development | ¡ | ¡ | ¡ | ¡ | ¡ | |||||||||||||||
Franchising | ¡ | ¡ | ● | ● | ||||||||||||||||
Mergers and Acquisitions/Business Development | ● | ● | ● | ¡ | ● | ● | ● | |||||||||||||
Corporate Governance | ● | ¡ | ● | ¡ | ¡ | ¡ | ||||||||||||||
International Operations | ¡ | ¡ | ¡ | ● | ● | ● | ||||||||||||||
Finance and Accounting | ● | ● | ● | ● | ● | ¡ | ||||||||||||||
Human Resources / Human Capital Management | ¡ | ● | ¡ | ¡ | ¡ | ¡ | ● | |||||||||||||
Legal | ¡ | ¡ | ||||||||||||||||||
Public Policy | ¡ | ¡ | ¡ | |||||||||||||||||
Social and Environmental Responsibility | ¡ | ¡ | ¡ |
● = Cornerstone element of career success ¡ = Meaningful involvement during career, including directorships
2022 Proxy Statement 2122 Darden Restaurants, Inc.
Biographies
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| MARGARET SHÂN ATKINS
Ms. Atkins is a retired consumer and retail executive. She was most recently Co-Founder and Managing Director of Chetrum Capital LLC, a private investment firm, a position she held from 2001 through 2017. Prior to founding Chetrum, she spent most of her executive career in the consumer/retail sector, including various positions with Sears, Roebuck & Co., a major North American retailer where she was promoted to Executive Vice President in 1999, and fourteen years with Bain & Company, an international management consultancy, where she was a leader in the global consumer and retail practice. She began her career as a public accountant at what is now PricewaterhouseCoopers LLP, a major accounting firm, and holds designations as a Chartered Professional Accountant and Chartered Accountant (Ontario) and as a Certified Public Accountant (Illinois). She also holds the highest level of certification as a professional director in both the USA (NACD.DC) and Canada (ICD.D).
Current Public Directorships:
• SpartanNash Company, a national grocery wholesaler/retailer and distributor of food products to the worldwide U.S. military commissary system, since 2003 • Aurora Cannabis, Inc., one of the world’s largest and leading cannabis companies, since 2019
Prior Public Board Service Within the Past Five Years:
• SunOpta, Inc., a North American manufacturer of natural and organic food products, from 2014 to 2019 • LSC Communications, Inc., a leading provider of long and short-run printing services to the book, catalog and magazine publishing industries, from 2016 to 2021
Qualifications:
The Nominating and Governance Committee concluded that Ms. Atkins is qualified and should serve, in part, because of her retail industry, operations, strategic planning and financial expertise, and public-company director experience. | ||||||||
Age
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Tenure
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Independent Director Director since 2014 | ||||||||||
Darden Committees: • Audit • Nominating and Governance
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RICARDO (RICK) CARDENAS
Mr. Cardenas was named President and Chief Executive Officer and elected to the Board of Directors effective May 2022. Prior to that, Mr. Cardenas served as our President and Chief Operating Officer
Current Public Directorships:
• Tractor Supply Company, an operator of retail farm and ranch stores, since 2019
Prior Public Board Service Within the Past Five Years:
None
Qualifications:
The Nominating and Governance Committee concluded that Mr. Cardenas is qualified and should serve, in part, because of his extensive senior management and leadership experience with our Company. | ||||||||||
Age
|
Tenure
| |||||||||
President and Chief Director since 2022 | ||||||||||
Darden Committees: • None
|
22 Darden Restaurants, Inc.2023 Proxy Statement 23
|
| JULIANA L. CHUGG
Ms. Chugg is the retired Executive Vice President and Chief Brand Officer of Mattel, Inc. a leading global toy company and owner of a portfolio of children’s and family entertainment franchises, a position she held from 2015 through 2018. Prior to that, she served as Partner of Noble Endeavors LLC during 2015. Ms. Chugg has also served in various leadership roles at General Mills, Inc. and its predecessor Pillsbury from 1996 through 2014, including serving as Senior Vice President of General Mills, Inc. and President of the Meals division from 2010 through 2014.
Current Public Directorships:
• VF Corporation, one of the world’s largest apparel, footwear and accessories companies, since 2009 • MasterBrand Inc., the largest residential cabinet manufacturer in North America, since 2022 Prior Public Board Service Within the Past Five Years:
• Kontoor Brands, Inc., a global lifestyle apparel company, from 2019 through 2021 • Caesars Entertainment Corporation, a global leader in gaming and hospitality, from 2018 through 2020
Qualifications:
The Nominating and Governance Committee concluded that Ms. Chugg is qualified and should serve, in part, because of her retail and food industry brand management, marketing, operations and strategic planning expertise, and public-company director experience. | ||||||||
Age
|
Tenure
| |||||||||
Independent Director Director since 2022 | ||||||||||
Darden Committees: • Audit • Nominating and Governance
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JAMES P. FOGARTY
Mr. Fogarty has been the CEO at FULLBEAUTY Brands, Inc., a privately-held branded multi-channel retailer focused on fashion apparel and home goods for plus-sized women and men, since June 2019. Previously, he was the CEO and a director of Orchard Brands, a multi-channel marketer of apparel and home products, from 2011 until its sale in 2015, at which time he became a Senior Advisor to Bluestem Group Inc., the acquirer of Orchard Brands, through 2015. Prior to that, Mr. Fogarty was a private investor from 2010 to 2011. From 2009 until 2010, Mr. Fogarty was President, CEO and director of Charming Shoppes, Inc., a multi-brand, specialty apparel retailer. Other prior executive positions held by Mr. Fogarty include Managing Director of Alvarez & Marsal, an independent global professional services firm, from 1994 until 2009, President and COO of Lehman Brothers Holdings (subsequent to its Chapter 11 bankruptcy filing) from 2008 until 2009, President and CEO of American Italian Pasta Company, the largest producer of dry pasta in North America, from 2005 through 2008, CFO of Levi Strauss & Co., a brand-name apparel company, from 2003 until 2005, and from 2001 through 2003, he served as Senior Vice President and CFO and for a period as a director of The Warnaco Group, a global apparel maker.
Current Public Directorships:
None
Prior Public Board Service Within the Past Five Years:
• Assertio Therapeutics, Inc. (formerly known as Depomed Inc.), a specialty pharmaceutical company, Chairman of the Board from 2016 to 2020 through its merger with Zyla Life Sciences
Qualifications:
The Nominating and Governance Committee concluded that Mr. Fogarty is qualified and should serve, in part, because of his operational and turnaround experience, and his significant executive officer and director experience at a variety of public and private companies. | ||||||||||
Age
|
Tenure
| |||||||||
Independent Director Director since 2014 | ||||||||||
Darden Committees: • Compensation (Chairperson) • Finance
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2022 Proxy Statement 2324 Darden Restaurants, Inc.
|
| CYNTHIA T. JAMISON
Ms. Jamison is a retired turnaround CFO. She most recently served as CFO of AquaSpy, Inc. from 2010 to 2013. Prior to AquaSpy she held six other CFO and/or COO roles in both public and private companies as a Partner with Tatum, LLC, an executive services firm focusing exclusively on providing interim CFO Services to public and private equity companies. She also led the CFO Practice at Tatum for four years where she had responsibility for over 300 CFO Partners and sat on the firm’s Operating Committee. Prior to joining Tatum, she served as CFO of Chart House Enterprises, a publicly traded restaurant company, from 1998-1999 and previously held various executive positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen. She holds the designation of Certified Public Accountant (Illinois); in addition, she is an NACD Fellow and a frequent faculty member at NACD Master Classes. She recently completed a four year appointment to the Financial Accounting Standards Advisory Council (FASAC), an Advisory Board to FASB.
Current Public Directorships:
•
• Big Lots, Inc. (Non-Executive Chairman), a discount retailer,
Prior Public Board Service Within the Past Five Years:
Qualifications:
The Nominating and Governance Committee concluded that Ms. Jamison is qualified and should serve, in part, because of her status as a financial expert and experienced audit committee member and chair, as well as her senior management, leadership, financial and strategic planning, corporate governance and public company executive compensation experience. | ||||||||
Age
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Tenure
| |||||||||
Independent Director Director since 2014 | ||||||||||
Darden Committees: • Audit (Chairperson) • Compensation • Finance
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24 Darden Restaurants, Inc.
| NANA MENSAH
Mr. Mensah has been the Chairman and Chief Executive Officer of ‘XPORTS, Inc., a privately held company that exports food packaging and food processing equipment to distributors and wholesalers outside of the United States, since 2005, and previously served as Chief Executive Officer during 2003 and from 2000 through 2002. He has extensive experience as a restaurant operations executive including serving as the Chief Operating Officer of Church’s Chicken, a division of AFC Enterprises, Inc. and one of the world’s largest quick-service restaurant chains, from 2003 to 2004, and as President and Chief Operating Officer of Long John Silver’s Restaurants, Inc., the world’s largest chain of seafood quick-service restaurants, from 1997 until it was sold in 1999. Additionally, Mr. Mensah has served as President, U.S. Tax Services of H&R Block Inc., a tax, mortgage and financial services company, from January 2003 until March 2003.
Current Public Directorships:
None
Prior Public Board Service Within the Past Five Years:
• Reynolds American, Inc., the parent company of R.J. Reynolds Tobacco Company, the second-largest U.S. tobacco company, and of other companies that manufacture or sell tobacco, smokeless tobacco, nicotine replacement therapy and digital vapor products, from 2004 to 2017
Qualifications:
The Nominating and Governance Committee concluded that Mr. Mensah is qualified and should serve, in part, because of his extensive experience in the restaurant industry, including operating, turnaround, international and mergers and acquisitions and his experience as a public company director.
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71 |
6 | |||||||||
Independent Director Director since 2016 | ||||||||||
Darden Committees: • Compensation • Finance (Chairperson)
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2023 Proxy Statement 25
WILLIAM S. SIMON
Mr. Simon has been Senior Advisor to KKR & Co., an investment firm, since 2014, and President of WSS Venture Holdings, LLC, a consulting and investment company, since 2014. Mr. Simon is the former Executive Vice President of Wal-Mart Stores, Inc., a global retailer, and former President and CEO of Walmart U.S., the largest division of Wal-Mart Stores, Inc., which consists of retail department stores, from 2010 to 2014. Mr. Simon also served as Executive Vice President and COO of Walmart U.S. from 2007 to 2010 and Executive Vice President of Professional Services and New Business Development from 2006 to 2007. Prior to joining Walmart, Mr. Simon held senior executive positions at Brinker International, Inc., a casual dining restaurant company, Diageo North America, Inc., a multinational alcoholic beverages company, and Cadbury Schweppes plc, a multinational confectionery company. Mr. Simon also served as Secretary of the Florida Department of Management Services and served 25 years in the U.S. Navy and Naval Reserves.
Current Public Directorships:
•
Prior Public Board Service Within the Past Five Years:
• Anixter International, Inc., a global distributor of communication and security products, electrical wire and cable, from 2019 to 2020 • Chico’s FAS, Inc., an apparel retailer, from 2016 to 2021 • GameStop Corp., a global video game retailer, from 2020 to 2021 • Academy Sports and Outdoors, Inc., a premier sports, outdoor and lifestyle retailer, from 2020 to 2021 • Equity Distribution Acquisition Corp., a special purpose acquisition company, from 2020 to 2022 Qualifications:
The Nominating and Governance Committee concluded that Mr. Simon is qualified and should serve, in part, because of his senior level executive experience in large, complex, retailing and global brand management companies and his extensive experience in retail operations, food service and restaurants, as well as consumer packaged goods.
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Independent Director Director since 2014; previously served from 2012 until 2014 and rejoined in October 2014 | ||||||||||
Darden Committees: • Audit • Nominating and |
2022 Proxy Statement 25
|
| CHARLES M. SONSTEBY
Mr. Sonsteby is the retired Vice Chairman of The Michaels Companies, Inc., the largest arts and crafts specialty retailer in North America and parent company of Michaels Stores, Inc., a role he held from June 2016 until his retirement in October 2017. He had served as CFO and Chief Administrative Officer of that company and its predecessor from 2010 to 2016. Prior to that, Mr. Sonsteby served as the CFO and Executive Vice President of Brinker International, Inc., a casual dining restaurant company, from 2001 to 2010. He joined Brinker in 1990 as Director of the Tax, Treasury and Risk Management departments and thereafter served in various capacities, including as Senior Vice President of Finance from 1997 to 2001 and as Vice President and Treasurer from 1994 to 1997.
Current Public Directorships:
• Valvoline, Inc., a producer and distributor of industrial and automotive lubricants and automotive chemicals, since 2016
Prior Public Board Service Within the Past Five Years:
None
Qualifications:
The Nominating and Governance Committee concluded that Mr. Sonsteby is qualified and should serve, in part, because of his restaurant operations and executive leadership experience with several major brands, and his experience as a public company director. | ||||||||
Age
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Tenure
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Lead Independent Director Director since 2014 | ||||||||||
Darden Committees:
• Finance • Nominating and Governance
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26 Darden Restaurants, Inc.
TIMOTHY J. WILMOTT
Mr. Wilmott is the retired Chief Executive Officer of Penn National Gaming, Inc., an operator or owner of gaming and racing facilities and video gaming terminal operations with a focus on slot machine entertainment, a role he held from 2013 until his retirement in December 2019. Prior to that, Mr. Wilmott served as President and Chief Operating Officer from 2008 to 2013. Prior to joining Penn National Gaming, Mr. Wilmott served as Chief Operating Officer of Harrah’s Entertainment, Inc. (now Caesars Entertainment, Inc.) from 2003 through 2007 and Division President, Eastern Division from 1997 to 2003. Prior to that, Mr. Wilmott held various management positions at Harrah’s properties from 1988 through 1997.
Current Public Directorships:
None
Prior Public Board Service Within the Past Five Years:
• Penn National Gaming, Inc., from 2014 to 2019
Qualifications:
The Nominating and Governance Committee concluded that Mr. Wilmott is qualified and should serve, in part, because of his entertainment business operations and executive leadership experience, and his experience as a public company director. | ||||||||||
Age
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Tenure
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Independent Director Director since 2018 | ||||||||||
Darden Committees: • Compensation •
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26 Darden Restaurants, Inc.2023 Proxy Statement 27
Advisory Approval of the Company’s Executive Compensation
In accordance with SEC rules, the Board asks shareholders for advisory approval of the Company’s executive compensation on an annual basis. Accordingly, we are asking our shareholders to provide an advisory, nonbinding vote to approve the compensation awarded to our NEOs, as we have described it in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.
As described in detail in the “Compensation Discussion and Analysis” section, the Compensation Committee oversees the executive compensation program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect Darden’s circumstances and to promote the main objectives of the program. These objectives include: to help us attract, motivate, reward and retain superior leaders who are capable of creating sustained value for our shareholders, and to promote a performance-based culture that is intended to align the interests of our executives with those of our shareholders.
We are asking our shareholders to indicate their support for our NEO compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with our shareholders’ interests to support long-term value creation.
You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and procedures described in this Proxy Statement.
Resolved, that the compensation awarded to Darden’s NEOs for fiscal 2022,2023, as disclosed in this Proxy Statement pursuant to SEC rules, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED.
While this vote is advisory and not binding on our Company, the Board and the Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.
✓
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Your Board recommends that you vote FOR approval of the foregoing resolution.
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2022
28 Darden Restaurants, Inc.
Proposal 3
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
In addition to providing our shareholders with the opportunity to cast an advisory vote on executive compensation, we are also seeking an advisory, nonbinding vote on how frequently future advisory votes on executive compensation should be presented to shareholders, as required by SEC rules.
You may vote to hold the advisory vote every ONE YEAR (i.e. annually), TWO YEARS or THREE YEARS, or you may abstain. While this vote is advisory and not binding on our Company, the Board expects to take into account the outcome of the vote, along with other relevant factors, when considering future advisory votes on executive compensation.
After careful consideration and dialogue with our shareholders, the Board has determined that holding an advisory vote on executive compensation every year continues to be the most appropriate policy for the Company at this time and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. Shareholders currently provide annual say-on-pay advisory votes. Further, an annual say-on-pay vote is consistent with certain other existing practices where we evaluate or respond to internal dynamics, the competitive market, governance requirements and best practices, and investor preferences, such as:
• | Our practice of electing all directors annually; |
• | Our practice of annually providing shareholders the opportunity to ratify the Audit Committee’s selection of independent auditors; |
• | Our disclosure of executive compensation matters annually as required in our Proxy Statement, even though executive compensation programs are designed to promote a long-term connection between pay and performance; and |
• | Certain other executive compensation policies and practices. |
✓ | Your Board recommends that you vote for advisory votes on executive compensation to be held every ONE YEAR. |
2023 Proxy Statement 2729
Proposal 4
Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Audit Committee has appointed KPMG LLP (KPMG) as our independent registered public accounting firm for the fiscal year ending May 28, 2023.26, 2024. KPMG has served as our independent registered public accounting firm continuously since 1996.
The Audit Committee annually reviews KPMG’s qualifications, performance, independence and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including:
Recent and historical KPMG audit performance;
• | Recent and historical KPMG audit performance; |
The relevant experience, expertise and capabilities of KPMG and our specific audit engagement team in relation to the nature and complexity of our business;
• | The relevant experience, expertise and capabilities of KPMG and our specific audit engagement team in relation to the nature and complexity of our business; |
A review of KPMG’s independence and internal quality controls;
• | A review of KPMG’s independence and internal quality controls; |
Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (PCAOB);
• | Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (PCAOB); |
The appropriateness of KPMG’s fees for audit and non-audit services; and
• | The appropriateness of KPMG’s fees for audit and non-audit services; and |
The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent.
• | The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. |
In order to assure continuing auditor independence, in conjunction with the assessment above and the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and its chairperson are involved when the selection of a new lead engagement partner is required. In addition, the Audit Committee is responsible for the audit fee negotiations with KPMG.
Based on its annual review, the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.
Shareholder approval of this appointment is not required, but the Board is submitting the selection of KPMG for ratification in order to obtain the views of our shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be in attendance online at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions by shareholders.
✓ |
Your Board recommends that you vote FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending May
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2830 Darden Restaurants, Inc.
Proposal 5
Shareholder Proposal Requesting
the Company Issue Greenhouse Gas Emission Reduction Targets
The Sisters of the Order of St. Dominic-Grand Rapids (the “Dominican Sisters”), 111 Lakeside Dr., Grand Rapids, MI 49503, have notified us that the Dominican Sisters intend to present the following proposal for consideration at the Annual Meeting. As of April 5, 2023, The Dominican Sisters beneficially owned for at least three years at least $2,000 in value of our common stock. The Dominican Sisters are also serving as the representative of four other shareholders who co-filed the same proposal. In accordance with federal securities regulations, we have included the text of the proposal and supporting statement exactly as submitted by the Dominican Sisters. We are not responsible for the content of the proposal and the supporting statement or any inaccuracies they may contain.
Whereas: As the world’s largest full service restaurant company with more than 1,800 restaurants, Darden Restaurants sources significant volumes of commodities that have high carbon footprints, including palm oil, soy, beef, and pulp/paper, which are also leading drivers of global deforestation. Darden acknowledges in its 10-K that climate change may adversely affect commodity costs and operating results.1
According to the Intergovernmental Panel on Climate Change, agriculture, forestry, and other land use change is responsible for 23 percent of total net anthropogenic greenhouse gas (GHG) emissions, nearly half of which are attributable to deforestation.
In its 2021 10-K, Darden discloses Scope 1 and Scope 2 GHG emissions for its company owned restaurants yet has not disclosed its full emission or forest footprint, lacks comprehensive policies for forest-risk commodities, and has not adopted any GHG emissions reduction targets. Further, Darden acknowledges that Scope 3 emissions account for approximately 80% of all value chain emissions,2 however it has not disclosed any steps to reduce these emissions.
By contrast, industry peers including Chipotle, Restaurant Brands International, and Yum! Brands have made commitments to reduce emissions throughout their full value chains, including from agricultural and land use sources. Many other leading food companies, including General Mills, Hershey, and Mondelez have already made progress in reducing emissions and joined the 2,468 companies that have set validated targets through the Science Based Target lnitiative. 3
As emissions disclosure, robust GHG reduction targets, no-deforestation policies and action plans become the industry standard, Darden’s lack thereof increasingly lags peer companies that are positioning themselves to address these climate and deforestation risks.
Furthermore, at COP26, financial institutions with nearly US $9 trillion in AUM committed to eliminate agricultural-commodity-driven deforestation from their portfolios by 2025. An increasing number of asset managers are incorporating deforestation risk into their investment decision making.
Failure to adopt policies and implement tactics that mitigate climate and deforestation risk may subject Darden to significant systemic and company-specific risks, including restricted market share, supply chain disruption, and reputational risk.
2023 Proxy Statement 31
Resolved: Shareholders request that Darden, within a year, issue near- and long-term science-based GHG reduction targets aligned with the Paris Agreement’s ambition of maintaining global temperature rise to 1.5 degrees Celsius and summarize plans to achieve them. The targets should cover the company’s full range of operational and supply chain emissions (including Scopes 1, 2 and 3).
Supporting Statement: In assessing targets, proponents recommend:
• | Considering approaches used by advisory groups such as the Science Based Targets initiative; |
• | Developing a transition plan that shows how the company plans to meet its goals; |
• | Considering emissions reduction targets inclusive of all GHG Protocol-defined sources of Scope 3 emissions-including from agriculture, land use change, and deforestation; |
• | Considering a no-deforestation policy for all forest-risk commodities in the company’s supply chain. |
1 | https://s27.q4cdn.com/308865545/files/doc_financials/2022/q4/10K. pdf |
2 | https://www.darden.com/our-impact/communities/sustainability/climate-risks |
3 | https://sciencebasedtargets.org/companies -taking-action |
BOARD OF DIRECTORS’ RESPONSE
The Board recommends a vote AGAINST this proposal.
The Board of Directors has carefully considered this proposal and has determined that it is not in the best interests of our shareholders and not necessary because Darden is already implementing strategies to (1) evaluate climate risk to our operations with regular and appropriate Board oversight, (2) evaluate and manage the impact of our operations on the environment, including assessing emissions sources and other environmental impacts such as deforestation, from our operations and from our supply chain and (3) to disclose the material data and risk factors about such matters to our shareholders and other stakeholders.
Darden has a robust Enterprise Risk Management (ERM) process for strategically identifying, prioritizing and managing risks to our business, including climate risks, which includes regular and appropriate Board oversight.
The Company’s management maintains a robust enterprise risk management process, guided by oversight of the overall ERM process from the Audit Committee and risk management philosophy direction from the entire Board. The process also includes regular reports by management to the full Board on top risks identified by the process and periodic reports on other risks to relevant Committees of the Board. In the Company’s Corporate Governance Guidelines, oversight of risks relating to environmental and social responsibility are allocated to the Nominating and Governance Committee and the metrics reported by management and monitored by the Board are the source and structure for the metrics and data that management discloses externally.
Darden has performed deforestation risk assessments in commodities linked to deforestation and land conversion, which in our assessment, include beef, palm oil, soy, coffee, cocoa, and wood fiber products.
Darden has performed periodic deforestation screening of our supply chain since 2020 and engaged directly with suppliers on traceability and certification for commodities with deforestation risk. As of the end of fiscal 2023, we have assessed that approximately 80% of Darden’s spending on commodities linked to deforestation and land use change, including beef, palm oil, soy, coffee, cocoa and wood fiber, has low to no risk of contributing to deforestation or land use conversion using the definitions, assessment methodologies and reporting guidance from World Wide Fund for Nature (WWF) and the Accountability Framework Initiative (AFi).
32 Darden Restaurants, Inc.
Darden began disclosing this metric on deforestation risk and our ongoing action plan to address deforestation risk in August 2023 on our corporate website and we plan to annually review this disclosure and update when appropriate.
Darden engages collaboratively with key suppliers and industry groups in the land-based protein commodity sector to advance environmental stewardship.
Following a thorough screening process, Darden has estimated the environmental impact of our upstream and downstream value chain — inclusive of water usage and greenhouse gas emissions — and we began to disclose these metrics measuring the upstream and downstream emissions on our corporate website in August 2023. Of these sources, we estimate the largest greenhouse gas contributions come from Category 1: Purchased Goods and Services (76%), Category 4: Upstream transportation and logistics (7%), Category 3: Fuel and energy related activities (5%), Category 7: Employee Commuting (4%) and Category 5: Waste generated in operations (3%).
Darden engages with direct suppliers and relevant organizations in commodity sectors with the highest emissions contributions.
Additionally, Darden engages with thought leaders and academics in our Animal Welfare and Sustainability Council on the interconnected focus areas of animal welfare, climate, water, land use conversion and waste. Collaborative engagement with our supplier industries on these efforts is the most effective means for Darden to support improved environmental performance. Darden is engaging on strategies to support further development of measurement systems from the agricultural sector, operational excellence within our transportation and logistics networks, and improved waste management practices.
Based on these activities, we believe that suppliers from the land-based proteins sector are working responsibly toward initial baseline measurements and on collaborating to develop solutions to reduce the environmental impact of their operations. Due to the early state of development of the measurement systems and reduction strategies in the land-based protein sector, we believe that setting quantitative targets to reduce emissions from this area of our supply chain is premature.
Darden has also held on-going engagement meetings with many of the co-filers of this proposal and held several engagements with the Dominican Sisters and several of the co-filers after receiving this proposal. Darden is committed to continuing to engage with shareholders on the subject matter of this proposal and we will continue to openly share the progress and challenges of collecting and reporting this data.
Darden will continue to pursue continuous improvement in the environmental performance of our operations and in our supply chain through data- driven, scientifically proven strategies that align with core business priorities.
Darden has a history of taking steps to reduce our impact on the environment across our operations and supply chain without setting quantitative targets of the types requested in this proposal. Some examples of recent actions include:
• | Darden is exploring renewable energy procurement to reduce its greenhouse gas emissions inventory. In a pilot program, Darden executed contracts for a new renewable energy project to provide power for 79 restaurants from 15 different community solar projects in two states. |
• | Darden designed and built our restaurant support center in Orlando, Florida to LEED gold certification standards and subsequently installed a solar array with over 4,500-solar panels. |
2023 Proxy Statement 33
• | Darden has installed and is testing advanced equipment in its kitchens to optimize energy performance. These pilot programs include testing electric based cooking equipment to replace natural gas and other technologies. |
Darden voluntarily reports key environmental impact metrics in the areas of energy usage, water usage, waste management and greenhouse gas emissions from our own operations and, where reliable data is available, from our supply chain.
Darden has publicly reported performance in key environmental focus areas including the greenhouse gas inventory for our operations (Scope 1 and 2) since 2020 in our annual reports on Form 10-K. We have reported key metrics including energy and water usage, waste reduction and diversion of food through our Harvest program on our corporate website since 2012 and we update those disclosures annually. We began disclosing estimates for emissions from our supply chain (Scope 3) on our corporate website in 2022. Darden has aligned its disclosures of environmental metrics with guidance from the Sustainability Accounting Standards Board (SASB 2018-10) for the food and beverage sector.
Committing to Requested Targets Would Not Benefit Shareholders and May Put Us at a Competitive Disadvantage
Darden is committed to maintaining a strong and resilient supply chain while ensuring food safety and quality, caring for farm animals, living our food principles and providing our guests with meals at affordable prices. Establishing near- and long-term GHG reduction targets without the fundamental data required to evaluate and understand the impacts to our business would be irresponsible.
Some commodity sectors with significant greenhouse gas emissions do not have definitively established baseline emissions data or technological pathways to reduce emissions. Therefore, the feasibility and financial impacts on Darden to achieve reductions within these sectors are unknown at this time. These sectors must establish credible, science-based baseline measurements for emissions performance before setting quantitative targets for reductions.
Darden is not willing to set goals if we don’t know how and when they can be achieved. We believe that making commitments that impact our operations without being able to measure the impact on food quality and safety, product availability, and cost would be in direct conflict with our fiduciary responsibility to our shareholders and team members, as well as the value we offer our guests.
Darden will continue to share annual updates on the progress of our sustainability journey on our website at www.darden.com.
× | The Board of Directors therefore recommends a vote AGAINST this proposal. |
34 Darden Restaurants, Inc.
Proposal 6
Shareholder Proposal Requesting
the Company Issue a Report on Risks of State Policies Restricting Reproductive Health Care
RHIA Ventures as the representative of the Meyer Memorial Trust (the “Trust”), 2045 N. Vancouver Ave., Portland, OR 97227, has notified us that the Trust intends to present the following proposal for consideration at the Annual Meeting. As of May 8, 2023, the Trust beneficially owned for at least thirteen months 354 shares of our common stock with a value of $42,353.80 as of that date. In accordance with federal securities regulations, we have included the text of the proposal and supporting statement exactly as submitted by the Trust. We are not responsible for the content of the proposal and the supporting statement or any inaccuracies they may contain.
Report on Risks of State Policies Restricting Reproductive Health Care
WHEREAS:
Companies must navigate a patchwork of state laws with respect to the provision of reproductive health care. States have passed more than 1,380 restrictions on abortion access since 1973. Since June 2022, twelve states have banned most abortion services outright and more are expected to do so.
Darden Restaurants (“Darden”) has nearly 1,900 outlets nationwide, employing nearly 97,000 female employees (as of 2021) in all 50 states. Many now face challenges accessing reproductive healthcare for themselves or family members.
Employers, as well as employees, bear the cost of restricted access to reproductive health care.
Recruitment to states that have outlawed abortion may be more challenging (https://bit.ly/3Ctj3ZI). Retention may become more challenging as diminished reproductive health care weakens the talent pool. Women who cannot access abortion are three times more likely to leave the workforce than women who are able to access abortion when needed, and four times as likely to slip into poverty (https://bit.ly/37qrmMw). Research also indicates much higher maternal death rates in 2020 in states with greater restrictions on abortion access (https://bit.ly/40QLQEH).
The Institute for Women’s Policy Research estimated in 2021 that state-level abortion restrictions may have been keeping more than 500,000 women aged 15 to 44 out of the workforce annually (https://iwpr.org/costs-of-reproductive-health-restrictions).
These challenges may harm Darden’s ability to meet diversity goals, with negative consequences to performance, brand and reputation.
According to a 2022 Lean In survey, strong majorities of women under 40, regardless of political affiliation, would prefer to work for a company that supports abortion access (https://leanin.org/research/abortion-access-workplace-issue). A 2022 Harris Poll found that 69 percent of employees aged 18 to 34 want more clarity and transparency about their organization’s policies and benefits for reproductive healthcare (https://bit.ly/3OqENNL).
2023 Proxy Statement 35
Surveys have consistently shown that a majority of Americans wanted to keep the Roe v. Wade framework intact (https://bit.ly/3MskfFh). Sixty-four percent say employers should ensure that employees have access to reproductive health care; and forty-two percent would be more likely to buy from a brand that publicly supports reproductive health care (bit.ly/3nmzd2U).
RESOLVED:
Shareholders request that the Board of Directors issue a public report by March 2024, omitting confidential information and at reasonable expense, detailing any known and potential risks or costs to the company caused by enacted or proposed state policies severely restricting reproductive rights, and detailing any strategies beyond litigation and legal compliance that the company may deploy to minimize or mitigate these risks.
SUPPORTING STATEMENT:
Shareholders recommend that the report include evaluation of new laws and legislation severely restricting reproductive rights, and similar restrictive laws proposed or enacted in other states. In its discretion, the Board’s analysis may include any effects on employee hiring, retention, and productivity, and decisions regarding closure or expansion of operations in states proposing or enacting restrictive laws and strategies such as any public policy advocacy by the company, related political contributions policies, and human resources or educational strategies.
BOARD OF DIRECTORS’ RESPONSE
The Board recommends a vote AGAINST this proposal.
The Board has carefully considered this proposal and has determined that it is not in the best interests of our shareholders and not necessary for the protection of our employees.
Darden Provides a Competitive Employment Proposition
Darden’s people are our greatest competitive advantage, and our team members are at the heart of everything we do. We nourish and delight them by providing competitive wages and comprehensive benefits that allow our team members to be at their best. This includes programs that support our team members’ well-being, such as offering a wide variety of health benefits that fit varying needs of different families. Team members can take advantage of Paid Sick Leave so they can stay home if they do not feel well. We have also strengthened our free Employee Assistance Program to better support our team members and their families with mental health counseling, financial advice, legal consultations and professional referrals from licensed experts. We regularly review and enhance the benefits we provide to meet the workforce’s highest priority and emerging needs and to remain competitive in the market for talent. For example, in January 2023, we introduced a new benefit for restaurant team members called Fast Fluency – which offers Spanish-speaking team members the chance to learn English for free. Further, in 2022, the Darden Foundation introduced our Next Course Scholarship program for children and dependents of our team members and in its inaugural year, the program awarded scholarships worth $3,000 each to nearly 100 children or dependents of Darden team members.
We also offer other benefit programs that help our team members build wealth for their future. Team members who are 18 years of age or older can contribute to Darden’s 401(k) plan, and Darden provides a company match to eligible team members after one year of service. Our Employee Stock Purchase Plan also allows eligible team members to purchase Darden stock at a 15 percent discount based on the lowest price at the beginning or end of each quarter which in many instances results in tremendous return for our team members.
36 Darden Restaurants, Inc.
Our employment proposition also includes providing significant career advancement opportunities to our team members. With more than 1,900 locations and 8,500 leadership positions across our restaurants, we provide a pathway for thousands of individuals across the country to transform an entry-level job into a lifelong career.
We are committed to supporting our people and providing them with an industry-leading employment proposition that makes them proud to be part of our company. Because we know when our team members win, our guests win.
Darden’s Attractive Employment Proposition Results in Industry-beating Retention Rates and Robust Workforce Diversity
The attractiveness of our employment proposition is evidenced by our ability to retain our restaurant team members and restaurant management. We annually report out turnover rates as part of our human capital disclosure in Darden’s Annual Report on Form 10-K. Darden’s consolidated turnover rate for hourly team members during fiscal 2023, was 93.0%, one of the lowest rates in the restaurant industry. Each of our brands experienced a team member turnover rate during fiscal 2023 that was lower than the most recent relevant casual dining or fine dining turnover rate for their industry segment as reported in The People Report by Black Box IntelligenceTM. Darden’s consolidated restaurant management turnover rate of 18.7% was also significantly lower than the relevant industry segment benchmark.
We also have a consistent track record of success in attracting and retaining women team members. In fiscal 2023, 58% of our hourly workforce and 46% of our restaurant managers were women, and those statistics have remained stable to slightly increasing over the three fiscal year period ending in fiscal 2023.
Our Healthcare Benefits
In the United States, we offer a wide range of healthcare benefit plans and carriers, meeting varying needs of different families, to eligible employees, which generally include those working at least thirty hours weekly. In states where it is allowed by law, abortion care is covered by all of our carriers except for one carrier in one small geography. Multiple other carriers are available in that area, however. As a result, all of our team members who live in areas where abortion care is allowed by law can choose an insurance plan that includes that coverage. We regularly review the coverage options available to our team members with a focus on affordability and providing different tiers of coverage to help our team members stay healthy and care for their families. All of our team members also have access to paid sick leave that can be used for any medical treatment.
We are very active in evaluating the engagement and satisfaction of our team members and we take their feedback seriously. We evaluate issues that our employees raise (anonymously or directly) concerning our benefits programs, and concerns about the scope of our insurance coverage for abortion and contraception have not been expressed to management to any meaningful extent in any state before or after the Dobbs decision.
The health care coverage we offer is all acquired on insurance markets via a fully-insured funding methodology. This inhibits our flexibility in determining the specific benefits provided under each health care plan. In addition, each of the plans is subject to state-law coverage restrictions or requirements.
2023 Proxy Statement 37
The Proposal Would Impose Unnecessary Burdens Without Any Benefit
The scope of the requested report for “any known and potential risks or costs to the company caused by enacted or proposed state policies severely restricting reproductive rights, and detailing any strategies beyond litigation and legal compliance that the company may deploy to minimize or mitigate these risks” is very broad. Because we employ team members in each of the fifty states, we regularly monitor and create programs to comply with the variety of federal, state and local laws and regulations relating to employee benefits. Darden is committed to obeying all laws and regulations that take effect, and we monitor these for impacts on our employees. Through our ongoing evaluation of our compensation and benefits offerings, if we identify a new area of need among team members, we have a proven track record of responding.
In addition, we are already required pursuant to United States securities laws to identify material risks to our business in our quarterly and annual filings. We have a robust enterprise risk management system to identify and mitigate risks that management and the Board of Directors consider material to our business.
We believe that the Company’s resources are better focused on our continuous review and design of our benefit plans and programs in order to remain competitive in our industry, continue to meet the needs of our team members, and remain in compliance with all applicable regulatory requirements in the jurisdictions where we operate. We have processes in place to manage and oversee strategy and risks related to our workforce, whether related to compensation, benefits, or other working conditions. We believe these processes are reasonable and appropriate to assess the risk discussed in this proposal without the need to commission the overly broad report requested by the proposal.
× | The Board of Directors therefore recommends a vote AGAINST this proposal |
38 Darden Restaurants, Inc.
Meetings of the Board of Directors and its Committees
Meetings. At the 20212022 Annual Meeting, the following eightten directors were elected to the Company’s Board of Directors: Margaret Shân Atkins, Ricardo Cardenas, Juliana L. Chugg, James P. Fogarty, Cynthia T. Jamison, Eugene I. Lee, Jr., Nana Mensah, William S. Simon, Charles M. Sonsteby and Timothy J. Wilmott. On March 22, 2022, the Board of Directors voted to increase the size of the Board to nine members and elected Juliana L. Chugg as a director. On December 15, 2021, the Board of Directors voted to elect Ricardo Cardenas to become President and Chief Executive Officer, to increase the size of the Board by one and elect Mr. Cardenas as a director, all effective May 30, 2022, resulting in a board of ten members as of the date hereof. During the fiscal year ended May 29, 2022,28, 2023, the Board met fivesix times. For the period of his or her Board service in fiscal 2022,2023, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board and the standing committees on which the director served.
Communications with Board. We believe that communication between the Board, shareholders and other interested parties is an important part of our corporate governance process. To this end, the Board has adopted Shareholder Communication Procedures that are available at www.darden.com under Investors — Governance. In general, shareholders and other interested parties may send communications to the attention of the Board, any individual director or the non-employee directors as a group, through the Lead Independent Director. Communications may be sent in writing or via email to: Charles M. Sonsteby, Lead Independent Director, Darden Restaurants, Inc., c/o Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 1000 Darden Center Drive, Orlando, Florida 32837, email:leaddirector@darden.com.
The Corporate Secretary will act as agent for the Lead Independent Director in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, “filter out” any direct communications from being presented to the Lead Independent Director without instruction from the Lead Independent Director, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the Lead Independent Director. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.
Identifying and Evaluating Director Nominees. Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.darden.com under Investors — Governance, as Appendix A to the Nominating and Governance Committee charter.
Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our shareholders. Director candidates should be committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence) and have an inquisitive and objective perspective, practical wisdom,
2022 Proxy Statement 29
mature judgment and a wide range of experience in the business world. We also will consider the candidate’s independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background of each candidate in a number of different ways including a wide variety of qualifications, attributes
2023 Proxy Statement 39
and other factors and recognizes that diverse viewpoints and experiences enhance the Board’s effectiveness.
When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member’s unique background, expertise and experience will contribute to the Board’s overall perspective and ability to govern. In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and the Director Nomination Protocol provide that the Company seeks Board members who will bring to the Board a deep and wide range of experience in the business world and who have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field, so as to enable them to provide strategic support and guidance for the Company. The Company strives to maintain a Board that reflects gender, ethnic, racial and other diversity, and also fosters diversity of thought. Recruiting, hiring and nurturing the careers of women and minorities and increasing the diversity of our suppliers are top priorities, and the Company also intends to maintain the diversity of its Board.
The Nominating and Governance Committee will identify potential candidates to recommend to the full Board and a search firm may be engaged to identify additional candidates and assist with initial screening. The Nominating and Governance Committee will ensure that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. The Nominating and Governance Committee and the Chairman of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chairman of the Nominating and Governance Committee, working with the Chairman of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Governance Committee will review all available information concerning the candidates’ qualifications and, in conjunction with the Chairman of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company’s Board. The Chairman of the Nominating and Governance Committee, the CEO, and the Chairman of the Board (or the Chairman of the Board’s delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chairman of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election.
Director Candidates Recommended by Shareholders. The Nominating and Governance Committee will consider candidates recommended by shareholders. The procedures that shareholders should use to nominate directors are provided in our Bylaws. There are no differences in the manner of evaluation if the nominee is recommended by a shareholder.
Director Attendance at Annual Meeting of Shareholders. Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of shareholders. Each of the directors standing for reelection this year who was then in office attended the 20212022 Annual Meeting.
30 Darden Restaurants, Inc.
Board Committees and Their Functions
General. Our Board has four standing committees that operate under charters adopted by the Board: Audit, Compensation, Finance, and Nominating and Governance. Each charter is available at www.darden.com under Investors — Governance. Copies are available in print free of charge to any shareholder upon written request addressed to our Corporate Secretary. Each member of every committee is an independent director as defined in our Corporate Governance Guidelines, the NYSE
40 Darden Restaurants, Inc.
listing standards and the Exchange Act requirements. All Board committees have the authority to retain outside advisors. Unless otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board as a whole.
Audit Committee. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists of five members: Ms. Jamison as the Chair and Mses. Atkins and Chugg and Messrs. Simon and Sonsteby as members.
The Board has determined that Mses. Atkins and Jamison and Messrs. Simon and Sonsteby are each an “audit committee financial expert” as such term is defined by SEC rules, and therefore possess financial management expertise as required of at least one Audit Committee member by the NYSE listing standards. In addition, the Board has determined that all members of the Audit Committee are financially literate under the NYSE listing standards. The Audit Committee met eight times during fiscal 20222023 and has sole responsibility for appointing and terminating our independent registered public accounting firm. The Audit Committee’s primary purpose is to assist the Board in its oversight responsibilities to shareholders, specifically with respect to:
The integrity of our financial statements and our internal controls over financial reporting;
• | The integrity of our financial statements and our internal controls over financial reporting; |
The qualifications and independence of our independent registered public accounting firm and internal auditing function;
• | The qualifications and independence of our independent registered public accounting firm and internal auditing function; |
The provision of a channel of communication among the Board, the independent auditor, internal audit function, management and other concerned individuals;
• | The provision of a channel of communication among the Board, the independent auditor, internal audit function, management and other concerned individuals; |
The assistance to the Board in meeting its fiduciary duties to shareholders and the Company;
• | The assistance to the Board in meeting its fiduciary duties to shareholders and the Company; |
The performance of our internal audit function and independent registered public accounting firm; and
• | The performance of our internal audit function and independent registered public accounting firm; and |
The risks associated with the foregoing.
• | The risks associated with the foregoing. |
Some of the Audit Committee’s specific responsibilities include the following:
Review and discuss the Company’s unaudited quarterly and audited annual financial statements with management and the independent auditor prior to filing the Company’s Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, respectively;
• | Review and discuss the Company’s unaudited quarterly and audited annual financial statements with management and the independent auditor prior to filing the Company’s Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, respectively; |
Review with management and the independent auditor the Company’s quarterly and year-end financial results prior to the public release of earnings;
• | Review with management and the independent auditor the Company’s quarterly and year-end financial results prior to the public release of earnings; |
Directly appoint, retain, compensate, oversee, evaluate and terminate the Company’s independent auditor;
• | Directly appoint, retain, compensate, oversee, evaluate and terminate the Company’s independent auditor; |
Pre-approve all non-audit services to be performed by the independent auditor, in accordance with the policy regarding such pre-approval adopted by the Audit Committee;
• | Pre-approve all non-audit services to be performed by the independent auditor, in accordance with the policy regarding such pre-approval adopted by the Audit Committee; |
At least annually consider the independence of the independent auditor;
• | At least annually consider the independence of the independent auditor; |
• | Oversee the Company’s enterprise risk management process and review and evaluate the policies and practices developed and implemented by management with respect to risk assessment and risk management; and |
Oversee the Company’s enterprise risk management process and review and evaluate the policies and practices developed and implemented by management with respect to risk assessment and risk management; and
• | Establish procedures for receipt, retention and treatment of complaints received by the Company on accounting, internal controls over financial reporting or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding accounting or auditing matters. |
20222023 Proxy Statement 3141
Establish procedures for receipt, retention and treatment of complaints received by the Company on accounting, internal controls over financial reporting or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding accounting or auditing matters.
Another purpose of our Audit Committee is to furnish the report required by the SEC’s proxy rules that appears below in this Proxy Statement under the heading “Audit Committee Report.”
Compensation Committee. The Compensation Committee consists of fivefour members: Mr. Fogarty as the Chair and Ms. Jamison and Messrs. Mensah Sonsteby and Wilmott as members.
The Compensation Committee met fivesix times during fiscal 2022.2023. The primary responsibilities of our Compensation Committee include the following:
Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the CEO’s compensation based on this evaluation (the CEO may not be present during any Compensation Committee deliberations or voting with respect to his compensation);
• | Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the CEO’s compensation based on this evaluation (the CEO may not be present during any Compensation Committee deliberations or voting with respect to his compensation); |
Make recommendations to the other independent directors who will, together with the Compensation Committee, review and approve the compensation for employee directors other than the CEO;
• | Make recommendations to the other independent directors who will, together with the Compensation Committee, review and approve the compensation for employee directors other than the CEO; |
Periodically, as and when appropriate, recommend to the other independent directors who will, together with the Compensation Committee, review and approve the following as they affect the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K;
• | Periodically, as and when appropriate, recommend to the other independent directors who will, together with the Compensation Committee, review and approve the following as they affect the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K; |
Review and approve the compensation of and compensation policy for the executive officers and such other employees of the Company and its subsidiaries as directed by the Board, other than the CEO and other employee directors, including but not limited to: (a) the annual base salary level, (b) the annual cash bonus incentive opportunity level under the applicable annual incentive bonus plan, and (c) the long-term incentive opportunity level under the applicable long-term incentive plan for each executive officer (other than the CEO and other employee directors);
• | Review and approve the compensation of and compensation policy for the executive officers and such other employees of the Company and its subsidiaries as directed by the Board, other than the CEO and other employee directors, including but not limited to: (a) the annual base salary level, (b) the annual cash bonus incentive opportunity level under the applicable annual incentive bonus plan, and (c) the long-term incentive opportunity level under the applicable long-term incentive plan for each executive officer (other than the CEO and other employee directors); |
Periodically, as and when appropriate, review and approve the following as they affect the executive officers other than the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K;
• | Periodically, as and when appropriate, review and approve the following as they affect the executive officers other than the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K; |
Annually review and approve the performance measures and the performance targets for executive officers participating in the Company’s annual incentive bonus plans and long-term incentive plans and certify the performance results under such measures and targets;
• | Annually review and approve the performance measures and the performance targets for executive officers participating in the Company’s annual incentive bonus plans and long-term incentive plans and certify the performance results under such measures and targets; |
• | Determine, amend and monitor compliance with the stock ownership guidelines applicable to executive officers and take actions to address any violation of the stock ownership guidelines; |
Determine, amend and monitor compliance with the stock ownership guidelines applicable to executive officers and take actions to address any violation of the stock ownership guidelines;
• | Review and discuss with management the Compensation Discussion and Analysis required to be included in our Proxy Statement and Annual Report on Form 10-K and, based on such review and discussion, make a recommendation to the Board that the Compensation Discussion and Analysis be so included; |
• | Prepare a Compensation Committee Report for inclusion in our Proxy Statement and/or annual Form 10-K; |
3242 Darden Restaurants, Inc.
Review and discuss with management the Compensation Discussion and Analysis required to be included in our Proxy Statement and Annual Report on Form 10-K and, based on such review and discussion, make a recommendation to the Board that the Compensation Discussion and Analysis be so included;
• | Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to the participation of directors and officers in the Company’s compensation and employee benefit plans or programs; |
Prepare a Compensation Committee Report for inclusion in our Proxy Statement and/or annual Form 10-K;
• | Oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and any applicable requirements under NYSE rules that shareholders approve equity compensation plans; |
Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to the participation of directors and officers in the Company’s compensation and employee benefit plans or programs;
• | Provide recommendations to the Board of Directors on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation; |
Oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and any applicable requirements under NYSE rules that shareholders approve equity compensation plans;
• | Review and consider the results of any advisory vote on executive compensation and otherwise oversee the Company’s engagement with shareholders on the subject of executive compensation; |
Provide recommendations to the Board of Directors on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation;
• | Review and make recommendations to the Board with respect to adopting, amending and overseeing the policies and practices related to the Company’s recoupment, or the forfeiture by employees, of incentive compensation; |
Review and consider the results of any advisory vote on executive compensation and otherwise oversee the Company’s engagement with shareholders on the subject of executive compensation;
• | Establish, terminate, amend or modify Company’s employee benefit plans or programs; and |
Review and make recommendations to the Board with respect to adopting, amending and overseeing the policies and practices related to the Company’s recoupment, or the forfeiture by employees, of incentive compensation;
Establish, terminate, amend or modify Company’s employee benefit plans or programs; and
Provide oversight of the risks associated with the foregoing.
• | Provide oversight of the risks associated with the foregoing. |
The Compensation Committee may delegate its powers under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan, as amended (the 2015 Plan), to one or more directors, including a director who is also a senior executive officer of Darden, except that the Compensation Committee may not delegate its powers under the 2015 Plan with regard to our executive officers or directors who are subject to Section 16 of the Exchange Act, or in such a manner as would cause the Plan to not comply with the requirements of Section 162(m) of the Internal Revenue Code.Act. Under its charter, the Compensation Committee may delegate any of its administrative responsibilities under our compensation and benefit plans, subject to the applicable rules of the SEC, NYSE and the Internal Revenue Service, to any other person or persons, to the extent permitted by law.
See “Compensation Discussion and Analysis — Process for Determining Fiscal 20222023 Executive Compensation — Independent Consultant” for information with regard to the role of consultant in the Compensation Committee’s decision-making process.
Finance Committee. The Finance Committee consists of fourfive members: Mr. Mensah as the Chair and Ms. Jamison and Messrs. Fogarty, Sonsteby and SonstebyWilmott as members.
The Finance Committee met threefour times during fiscal 2022.2023. The primary responsibilities of our Finance Committee are to:
Review financial policies and performance objectives developed by management pertaining to cash flow, capital spending and finance requirements; cash and debt balances, other key credit metrics,
2022 Proxy Statement 33
• | Review financial policies and performance objectives developed by management pertaining to cash flow, capital spending and finance requirements; cash and debt balances, other key credit metrics, and credit ratings; dividend policy; investment criteria, including capital investment hurdle rates; and financial risk management strategies, including hedging and the use of derivatives; |
Review significant changes to our capital structure, financial arrangements, capital spending and acquisition and disposition plans and making recommendations as needed to the Board regarding the financial structure, financial condition and financial strategy of the Company including the timing and maturity of debt, terms and interest rates of individual issues; common stock sales, repurchases or splits and any changes in dividends; proposed mergers, acquisitions, divestitures, joint ventures and strategic investments; any material diversification of the Company’s business; and authorization for any material prepayment, redemption or repurchase of debt for the purpose of satisfying sinking fund obligations;
• | Review significant changes to our capital structure, financial arrangements, capital spending and acquisition and disposition plans and making recommendations as needed to the Board regarding the financial structure, financial condition and financial strategy of the Company including the timing and maturity of debt, terms and interest rates of individual issues; common stock sales, repurchases or splits and any changes in dividends; proposed mergers, acquisitions, divestitures, joint ventures and strategic investments; any material diversification of the Company’s business; and authorization for any material prepayment, redemption or repurchase of debt for the purpose of satisfying sinking fund obligations; |
Review the Company’s proposed annual consolidated budget included in its business plan, recommending such budget to the full Board for approval, and periodically reviewing the Company’s performance against such budget as reasonably required or requested by the Board;
Review material banking relationships and lines of credit;
Review the adequacy of the insurance coverage on the Company’s assets;2023 Proxy Statement 43
• | Review the Company’s proposed annual consolidated budget included in its business plan, recommending such budget to the full Board for approval, and periodically reviewing the Company’s performance against such budget as reasonably required or requested by the Board; |
Review, to the extent material, the financial impact to the Company of existing and proposed compensation and employee benefit programs; and
• | Review material banking relationships and lines of credit; |
• | Review the adequacy of the insurance coverage on the Company’s assets; |
Periodically assess the effectiveness of the Company’s investor relations program and its interaction with the research analyst community.
• | Review, to the extent material, the financial impact to the Company of existing and proposed compensation and employee benefit programs; and |
• | Periodically assess the effectiveness of the Company’s investor relations program and its interaction with the research analyst community. |
Nominating and Governance Committee. The Nominating and Governance Committee consists of fivefour members: Mr. Simon as the Chair and Mses. Atkins and Chugg and Messrs.Mr. Sonsteby and Wilmott as members.
The Nominating and Governance Committee met sixfour times during fiscal 2022.2023. The primary responsibilities of the Nominating and Governance Committee are to:
Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders, or in the case of a vacancy on the Board, recommend an individual to fill such vacancy;
• | Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders, or in the case of a vacancy on the Board, recommend an individual to fill such vacancy; |
Review and recommend to the Board the appropriate organizational and board leadership structure;
• | Review and recommend to the Board the appropriate organizational and board leadership structure; |
Review the adequacy of our corporate governance principles on a regular basis;
• | Review the adequacy of our corporate governance principles on a regular basis; |
Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;
• | Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; |
Review the Company’s stock ownership guidelines for non-employee directors, recommend to the Board revisions to such guidelines as it deems desirable or appropriate, and monitor compliance with such guidelines;
• | Review the Company’s stock ownership guidelines for non-employee directors, recommend to the Board revisions to such guidelines as it deems desirable or appropriate, and monitor compliance with such guidelines; |
Oversee the Board’s self-evaluation process, and provide the Board advice regarding Board succession;
• | Oversee the Board’s self-evaluation process, and provide the Board advice regarding Board succession; |
Review each director’s time commitments, considering other public company board memberships and leadership roles, and determine whether or not each director has adequate time to commit to their responsibilities as a director;
• | Review each director’s time commitments, considering other public company board memberships and leadership roles, and determine whether or not each director has adequate time to commit to their responsibilities as a director; |
Recommend to the Board the membership for each Board committee and any changes to the Board’s committee structure as it deems advisable;
• | Recommend to the Board the membership for each Board committee and any changes to the Board’s committee structure as it deems advisable; |
• | Review the Company’s compliance with SEC and NYSE rules and other applicable legal or regulatory requirements pertaining to corporate governance; and |
34 Darden Restaurants, Inc.
Review the Company’s compliance with SEC and NYSE rules and other applicable legal or regulatory requirements pertaining to corporate governance; and
Provide oversight of the risks associated with the foregoing.
• | Provide oversight of the risks associated with the foregoing. |
Among the Nominating and Governance Committee’s other specific duties, it also is responsible for:
Reviewing resignations tendered by a director if, in an uncontested election, the director does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors, and recommending to the Board whether to accept or reject the tendered resignation, or whether other action should be taken;
• | Reviewing resignations tendered by a director if, in an uncontested election, the director does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors, and recommending to the Board whether to accept or reject the tendered resignation, or whether other action should be taken; |
Reviewing and assessing the Company’s environmental and social responsibility policies, goals and programs and making recommendations to management based on such review and assessment; and
• | Reviewing and assessing the Company’s environmental and social responsibility policies, goals and programs and making recommendations to management based on such review and assessment; and |
Making recommendations to the other independent directors who will, together with the Nominating and Governance Committee, determine and approve the compensation for the non-employee independent directors.
44 Darden Restaurants, Inc.
• | Making recommendations to the other independent directors who will, together with the Nominating and Governance Committee, determine and approve the compensation for the non-employee independent directors. |
The Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes the process by which we intend to fill vacancies and add new members to the Board. The Protocol is described in more detail above under the subheading “Board of Directors — Identifying and Evaluating Director Nominees.” The Nominating and Governance Committee also considers questions of possible conflicts of interest involving our directors and our senior executive officers and recommends to the Board those directors determined to satisfy the requirements for “independence” as set forth in our Corporate Governance Guidelines and the NYSE listing standards.
20222023 Proxy Statement 3545
Compensation of Non-Employee Directors
The terms of the Director Compensation Program apply to all directors who are elected to the Board and are not employees of the Company or any of its subsidiaries. Directors who also are our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Director Compensation Program are drawn from our shareholder-approved equity compensation plan in effect at the time and pursuant to which we are authorized to grant share-based awards to directors. Currently, grants of share-based awards to directors are made from the 2015 Plan. All of our non-employee directors except Mr. Lee have been determined by the Board to be independent under applicable NYSE listings standards and our Corporate Governance Guidelines. Mr. Lee intends to retire from employment at the Company as of the date of the 2022 Annual Meeting of Shareholders, and after his retirement, he will beis considered “not independent” due to his previous employment as an executive officer of the Company.
Our Nominating and Governance Committee periodically reviews our Director Compensation Program and recommends any changes to the Board for approval. The Nominating and Governance Committee acts with the assistance of Pearl Meyer and Partners, the Board’s independent compensation consultant. Pearl Meyer and Partners provides market data on director compensation programs at comparable companies, including companies in the peer groups described in the “Compensation Discussion and Analysis.”
Current Director Compensation Program
Our current Director Compensation Program, which has been in effect since September 2021,2022, is set forth below.
Directors receive the following compensation amounts in accordance with each of the roles in which they serve on the Board: | ||
All directors: | An annual cash retainer of $95,000. | |
| An annual equity grant, which will be paid 100 percent in the form of restricted stock units (RSUs) and will have a fair market value of $160,000 at the date of grant. | |
Committee Chairs: | An annual cash retainer of: | |
Audit | $ | |
Compensation | $ | |
Nominating and Governance | $20,000 | |
Finance | $15,000 | |
Committee Members: | An annual cash retainer of: | |
Audit | $ | |
Compensation | $ | |
Nominating and Governance | $10,000 | |
Finance | $7,500 | |
Lead Independent Director: | An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of | |
Chairman of the Board: | An annual equity grant, which will be paid 100 percent in the form of RSUs and will have a fair market value of $200,000 at the date of grant. |
46 Darden Restaurants, Inc.
The annual cash retainers are due and paid quarterly, in arrears, unless the director elects to defer the payment. Directors may elect to receive, in lieu of their cash compensation, immediately vested RSUs of equal value to the foregone cash fees. If the director chooses to defer payment by receiving RSUs, he or she will receive dividend equivalents on such RSUs.
36 Darden Restaurants, Inc.
For the annual equity grant delivered in RSUs, the number of RSUs received equals the award value divided by the fair market value of our common stock on the date of grant. The RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. A director may elect to defer receipt of these RSUs until completion of Board service. Directors receive dividend equivalents on the RSUs to the extent the RSUs vest. The annual cash retainers and equity grants are pro-rated for directors who serve only a portion of the fiscal year.
Each of our directors is required to own the Company’s common shares with a value of at least five times the annual Board cash retainer, with a mandatory hold on all shares until the ownership guideline is achieved. However, the directors may sell enough shares to pay taxes in connection with their awards, even if the ownership guideline has not yet been achieved. As of May 29, 2022,28, 2023, all of the directors were in compliance with the stock ownership guidelines.
The Company reimburses directors for travel to Board meetings and related expenses, and for costs incurred in connection with attending continuing education programs. In addition, the Company provides a dining benefit to our directors because we believe it is important for our directors to experience dining in our restaurants in order to better perform their duties to our Company.
Fiscal 20222023 Compensation of Non-Employee Directors
The table below sets forth, for each person who served as a non-employee director during fiscal 2022,2023, the amount of fees earned or paid in cash, stock awards granted and all other compensation for his or her service in fiscal 2022.2023. Fees earned that were paid in the form of RSUs are detailed in the notes to the table.
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($)(3) | Total ($) | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
M. Shân Atkins |
| 116,868 |
|
| 159,940 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 276,808 |
|
| 121,717 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 281,747 |
| ||||||||||||||
Juliana L. Chugg |
| 22,747 |
|
| 79,992 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 102,739 |
|
| 121,717 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 281,747 |
| ||||||||||||||
James P. Fogarty |
| 119,368 |
|
| 159,940 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 279,308 |
|
| 125,934 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| 4,799 |
|
| 290,763 |
| ||||||||||||||
Cynthia T. Jamison |
| 139,368 |
|
| 159,940 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 299,308 |
|
| 147,651 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 307,681 |
| ||||||||||||||
Eugene I. Lee, Jr. (4) |
| 65,247 |
|
| 359,970 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 425,217 |
| |||||||||||||||||||||||||||||||||||
Nana Mensah |
| 116,868 |
|
| 159,940 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 276,808 |
|
| 121,717 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| 4,799 |
|
| 286,546 |
| ||||||||||||||
William S. Simon |
| 126,868 |
|
| 159,940 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 286,808 |
|
| 131,717 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| 4,799 |
|
| 296,546 |
| ||||||||||||||
Charles M. Sonsteby |
| 136,717 |
|
| 209,997 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 346,714 |
|
| 132,349 |
|
| 220,025 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 352,734 |
| ||||||||||||||
Timothy J. Wilmott |
| 111,868 |
|
| 159,940 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 271,808 |
|
| 115,000 |
|
| 160,030 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 275,030 |
|
(1) | Includes all fees earned, including annual Board |
The annual retainers were payable pro rata at the end of each fiscal quarter and the amounts shown may have been delivered as cash or RSUs. The RSUs granted in lieu of cash fees are immediately vested, however the settlement of the RSUs may be deferred. Amounts received as RSUs in lieu of cash fees were as follows: Ms. Chugg, 180845 units with a market value of $22,687;$121,391; Mr. Sonsteby, 149183 units with a market value of $20,371;$26,213; Mr. Wilmott, 797799 units with a market value of $111,750.$114,707. The number of units delivered is based on the amount of compensation earned divided by the closing price for our common stock on the NYSE on the grant date.
2023 Proxy Statement 47
(2) | Amounts in this column represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (ASC Topic 718) for fiscal |
2022 Proxy Statement 37
September |
The aggregate number of shares subject to outstanding stock-based awards as of May 29, 202228, 2023 for each director is provided in the table below:
| Outstanding Awards | Outstanding Awards | ||||||||||||||
Name | Stock Options | Restricted Stock Units | Stock Options | Restricted Stock Units | ||||||||||||
M. Shân Atkins |
| — |
|
| 10,907 |
|
| — |
|
| 12,126 |
| ||||
James P. Fogarty |
| 3,123 |
|
| 9,034 |
|
| 3,123 |
|
| 9,189 |
| ||||
Juliana L. Chugg |
| — |
|
| 786 |
|
| — |
|
| 2,850 |
| ||||
Cynthia T. Jamison |
| — |
|
| 12,829 |
|
| — |
|
| 14,048 |
| ||||
Eugene I. Lee, Jr. (4) |
| — |
|
| 2,742 |
| ||||||||||
Nana Mensah |
| — |
|
| 6,842 |
|
| — |
|
| 6,997 |
| ||||
William S. Simon |
| — |
|
| 1,064 |
|
| — |
|
| 1,219 |
| ||||
Charles M. Sonsteby |
| — |
|
| 15,407 |
|
| — |
|
| 17,266 |
| ||||
Timothy J. Wilmott |
| — |
|
| 8,239 |
|
| — |
|
| 10,257 |
|
(3) | The amounts in the column reflect the dividend equivalents earned for Restricted Stock Units that vested in fiscal 2023. Messrs. Fogarty, Mensah, and Simon each earned $4,799 of dividend equivalents. The Company provides a dining benefit to our directors to experience dining in our restaurants. This benefit does not appear in the Director Compensation Table because the value did not meet the minimum disclosure requirements established by the SEC. |
(4) | Reflects awards granted pursuant to Mr. Lee’s compensation as a non-employee director following his retirement from employment at the Company in September 2022. Awards granted pursuant to Mr. Lee’s compensation for his service as an employee of the Company in prior years are reflected in the Company’s proxy statements for the years in which the relevant awards were granted or earned. |
38
48 Darden Restaurants, Inc.
This table shows the beneficial ownership of our common shares as of May 29, 202228, 2023 by our directors, director nominees, executive officers named in the Summary Compensation Table, and all of our directors and executive officers as a group. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares, and also includes shares for which the person has the right to acquire beneficial ownership within 60 days of May 29, 2022.28, 2023. Except as otherwise indicated, a person has sole voting and investment power with respect to the common shares beneficially owned by that person.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership of Common Shares(1) | Common Shares Beneficially Owned as Percent of Common Shares Outstanding(2) | ||||||
M. Shân Atkins |
|
|
|
| * |
| ||
Todd A. Burrowes |
|
|
|
| * |
| ||
Ricardo Cardenas |
|
|
|
| * |
| ||
Juliana L. Chugg |
|
|
|
| * |
| ||
James P. Fogarty |
|
|
|
| * |
| ||
Cynthia T. Jamison |
|
|
|
| * |
| ||
|
|
| (3) | * | ||||
Eugene I. Lee, Jr. | 269,474 |
|
| * |
| |||
M. John Martin |
|
|
|
| * |
| ||
Nana Mensah |
|
|
|
| * |
| ||
William S. Simon |
|
|
|
| * |
| ||
Charles M. Sonsteby |
|
|
|
| * |
| ||
Rajesh Vennam |
|
|
|
| * |
| ||
Timothy J. Wilmott |
|
|
|
| * |
| ||
All directors and executive officers as a group (20 persons) |
|
|
|
| * |
|
* | Less than one percent. |
(1) | Includes common shares subject to stock options exercisable within 60 days of May |
Includes RSUs awarded to directors and RSUs and PSUs awarded to executives that will settle in stock and that are vested or will vest within 60 days of May 29, 2022,28, 2023, as follows: Ms. Atkins, 9,843;10,907; Mr. Burrowes, 6,959;1,196; Mr. Cardenas, 9,887;1,794; Ms. Chugg, 180;1,631; Mr. Fogarty, 7,970; Ms. Jamison, 11,765;12,829; Mr. Kiernan, 1,077; Mr. Lee, 67,492;5,982; Mr. Martin, 5,016;957; Mr. Mensah, 5,778; Mr. Sonsteby, 14,010;15,590; Mr. Vennam, 1,601;299; Mr. Wilmott, 7,175;9,038; and all directors and executive officers as a group, 175,18579,056 shares.
(2) | For any individual or group, the percentages are calculated by dividing (a) the number of shares beneficially owned by that individual or group, which includes shares underlying options exercisable within 60 days and RSUs and PSUs settled in stock described in footnote 1 above, by (b) the sum of (i) the number of shares outstanding on May |
(3) | Includes 100 shares held by Mr. Kiernan’s spouse. Mr. Kiernan disclaims beneficial ownership of his spouse’s shares. |
2022
2023 Proxy Statement 3949
Employee, Officer and Director Hedging
Under the terms of the Company’s Insider Trading Policy, no officer, employee or member of the Board of Directors of the Company should engage in short-term or speculative transactions in the Company’s securities. Short sales and transactions in publicly traded puts, calls or other derivative securities based on the Company’s securities are prohibited for all employees, officers, and members of the Board of Directors. Insiders, including the Company’s Board of Directors, executive officers and certain other employees designated by the General Counsel from time to time, are also prohibited from all other hedging transactions and are prohibited from pledging Company securities or holding such securities in a margin account. The full terms of the Company’s Insider Trading Policy are available on our website at www.darden.com.
4050 Darden Restaurants, Inc.
Stock Ownership of Principal Shareholders
This table shows all shareholders that we know to beneficially own more than five percent of our outstanding common shares as of May 29, 2022.28, 2023. As indicated in the footnotes, we have based this information on reports filed by these shareholders with us and with the SEC.
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | Amount and Nature of Beneficial Ownership(1) | Percent of Class(2) | ||||||||||||
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 |
| 14,260,499 | (3) |
| 11.77% |
| ||||||||||
Capital International Investors 333 South Hope Street, 55th Fl. Los Angeles, CA 90071 |
| 13,738,374 | (4) |
| 11.38% |
| ||||||||||
Capital World Investors 333 South Hope Street, 55th Fl. Los Angeles, CA 90071 |
| 16,040,321 | (3) |
| 12.94 | % |
| 13,387,784 | (5) |
| 11.06% |
| ||||
Capital International Investors 333 South Hope Street, 55th Fl. Los Angeles, CA 90071 |
| 15,037,975 | (4) |
| 12.12 | % | ||||||||||
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 |
| 14,011,265 | (5) |
| 11.30 | % | ||||||||||
BlackRock, Inc. 40 East 52nd Street New York, NY 10022 |
| 8,652,000 | (6) |
| 6.98 | % |
| 8,443,602 | (6) |
| 6.97% |
|
(1) | “Beneficial ownership” is defined under the SEC rules to mean more than ownership in the usual sense. Under applicable rules, you beneficially own our common shares not only if you hold them directly, but also if you indirectly (such as through a relationship, a position as a director or trustee, or a contract or understanding) have or share the power to vote, sell or acquire them within 60 days. |
(2) | The figures reported are expressed as a percentage of the total of |
(3) | Based on a Schedule |
(4) | Based on a Schedule |
(5) | Based on a Schedule 13G/A filed February |
(6) | Based on a Schedule 13G/A filed February 1, |
20222023 Proxy Statement 4151
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) provides information on our executive compensation program and aligns with the amounts shown in the executive compensation tables that follow. This CD&A covers the compensation of our NEOs, who are the five executive officers named below, all of whom serve as executive officers of the Company as of the date of this Proxy Statement, except for Mr. Lee, who served as our Chairman and Chief Executive Officer for all of fiscal 2022. Mr. Lee retired from his Chairman and Chief Executive Officer role effective May 29, 2022 and transitioned into a non-executive officer role, Executive Chairman, effective May 30, 2022. Mr. Lee is expected to retire from employment at the Company on the date of the Company’s 2022 Annual Meeting of Shareholders and continue to serve as the Chairman of the Board in a non-employee capacity.Statement.
Name | Position with Company at Fiscal | |||
| ||||
Ricardo Cardenas | President and Chief Executive Officer | |||
Rajesh Vennam | Senior Vice President, Chief Financial Officer | |||
Todd A. Burrowes | President, LongHorn Steakhouse | |||
Daniel J. Kiernan | President, Olive Garden | |||
M. John Martin | President, Specialty Restaurant Group |
The Compensation Committee believes that our success depends in large measure on our ability to attract and retain highly qualified leaders who are motivated to serve with purpose on behalf of our Company, our team members and our stakeholders. During fiscal 2022,2023, Darden’s management demonstrated excellence in execution as we proved the strength of our competitive advantages and emerged from the impacts of the COVID-19 pandemic.advantages.
4252 Darden Restaurants, Inc.
EXECUTIVE SUMMARYExecutive Summary
During fiscal 2022,2023, our business was ablecontinued to return to operations largely free from the COVID-19 pandemic restrictions that materially affected our business during fiscal 2020grow and fiscal 2021.perform at a steady pace, with results well in alignment with Darden’s long-term framework. We opened new restaurants, grew sales across the brand portfolio and continued to benefit from our robust strategic planning and other strategic advantages. We outperformed the industry on same-restaurant sales growth and grew total sales to a record, $10.5B, exceeding our plan and expectations. Our strong financial performance reflected the dedication and experience of our restaurant teams and the tenacious leadership of our executive team.team, despite an unpredictable inflationary environment. Our fiscal 20222023 pay outcomes reward that excellent performance. With a return to pre-pandemic operations, we also returned to our pre-pandemic compensation plan design.
Fiscal | ||
People Highlights:
• Demonstrated the strength of our executive bench and succession planning through execution of a smooth CEO succession plan, as our previous Chairman and CEO, Gene Lee, transitioned to the Executive Chairman role effective May 30, 2022 and our President and Chief Operating Officer, Ricardo Cardenas, assumed the President and CEO role on that date. Mr. Lee retired from employment as Executive Chairman in September 2022.
•
Compensation
•
• Ø Our strong performance and stable performance-based plan design resulted in the following strong compensation program results commensurate with our performance: • Darden payout • Payout on the PSUs granted in fiscal 2021 at 150% of target • RSUs and Stock Options increased in value commensurate with the increase in shareholder value | Financial highlights for fiscal
|
20222023 Proxy Statement 4353
Process for Determining Executive Compensation
The Compensation Committee is responsible for approving the Company’s executive compensation structure and resulting pay outcomes for our named executive officers. It is the intent of the Compensation Committee that pay outcomes for the named executive officers clearly demonstrate our commitment to linking pay outcomes to business results with a focus on shareholder value creation, while also considering continued retention ofwith a focus on retaining our senior executives and engagement ofengaging our leadership team during a continued challenging timesoperating environment for our industry as a result of the COVID-19 pandemic.rising inflation and supply chain challenges during fiscal 2023. The Compensation Committee is responsible for (a) the design of executive compensation structure and programs and (b) approving rigorous goals, evaluating results and determining payouts with respect to the Company’s annual and long-term incentives. The Compensation Committee considers multiple sources of data and information when determining the structure, programs and resulting pay outcomes, including shareholder feedback solicited by management during shareholder engagement meetings.
Executive Pay Governance
The Compensation Committee continues its commitment to sound overall governance of executive compensation by adhering to the following practices:
What we do: |
What we don’t do: | |
• Fully independent Compensation Committee
| • No guaranteed bonuses
| |
• Independent executive compensation consultant
|
• No excise tax gross ups
| |
• Majority of our target pay opportunity for our NEOs is in the form of “at risk” incentives |
• No option repricing | |
• Annual incentives have multiple performance measures and capped payouts to mitigate risk
|
• No dividends paid on unvested long-term incentives
| |
• Long-term incentives granted in multiple award types to achieve multiple objectives
|
• No hedging, pledging or short sales of Company securities by officers or directors (more details on these policies under Employee, Officer and Director Hedging, above)
| |
• Clawback policy to allow us to recover incentive compensation in the event of a financial restatement due to fraud
|
• No excessive perks
| |
• Robust executive officer and outside director stock ownership requirements with mandatory holding requirements until requirements are met
|
• No automatic single-trigger change in control payments
| |
• Minimum three-year vesting period on annual equity awards
|
• No executive officer employment agreements
| |
• Regular shareholder engagement process
|
Independent Consultant
Pearl Meyer and Partners (Pearl Meyer) has served as the independent consultant to the Compensation Committee since fiscal 2015. In selecting Pearl Meyer, the Compensation Committee considered the independence factors prescribed by the SEC and the NYSE and concluded that Pearl Meyer was independent and that its work did not raise any conflict of interest. In its role as independent consultant, Pearl Meyer reports to, and is directed by, the Compensation Committee. The primary services provided by the consultant are expected to include assisting with peer group review, periodic competitive market studies, periodic review and advice regarding variable pay program designs and executive compensation policies, updates on emerging practices and trends, and attendance at Compensation Committee meetings. The Compensation Committee conducts an annual performance evaluation of the independent consultant.
4454 Darden Restaurants, Inc.
Compensation Peer Group
The Compensation Committee periodically reviews the pay levels and practices of peer companies in order to assess the competitive positioning of Darden’s pay levels and plan designs. After a thorough review of the peer group and the retail, restaurant and hospitality industries, in December 2021,2022, Pearl Meyer recommended, and the Compensation Committee decided,approved, the following changes to maintain the same executive compensation peer group for fiscal 2022 as2023 compared to the peer group for fiscal 2021:2022:
Removed Companies:
The Gap, Inc.
Nordstrom, Inc.
Foot Locker Retail, Inc.
Bloomin’ Brands, Inc.
Brinker International, Inc.
Added Companies:
Marriot International, Inc.
Advance Auto Parts, Inc.
Burlington Stores, Inc.
Ulta Beauty, Inc.
Carnival Corporation & plc
These changes resulted in the final executive compensation peer group for fiscal 2023 as follows:
FY | ||
Advance Auto Parts, Inc. | Hilton Worldwide Holdings Inc. | |
Aramark Corporation | ||
AutoZone, Inc. | ||
Bath & Body Works, Inc. |
| |
|
| |
|
| |
Chipotle Mexican Grille, Inc. |
| |
Dick’s Sporting Goods, Inc. |
| |
Domino’s Pizza, Inc. |
| |
| Yum! Brands, Inc. |
This revised peer group consists of 18 companies in the restaurant, retail and hospitality industries with financial characteristics within a tight range of the Company’s own characteristics.characteristics, including more peers that are members of the S&P 500. Our peer group reflected a median market capitalization of $18.1$20.3 billion and corporate revenue of $8.6$8.9 billion, each as of October 2021.November 2022.
The peer group extends beyond restaurant operators because there are a limited number of restaurant operators of comparable size to Darden and because the Company competes for talent with, and has some business model similarities to, companies in the retail and hospitality industries.industries and other members of the S&P 500.
2023 Proxy Statement 55
Executive Compensation Philosophy and Strategy
Darden’s executive talent and Total Rewards philosophy remains unchanged and is focused on attracting, motivating and rewarding highly-qualified executives for achieving business results and demonstrating leadership behaviors that drive our results-oriented people culture. We are committed to a pay for performance philosophy that includes high standards of ethical behavior and corporate governance and we structure compensation programs with the following principles in mind:
• | Compensation Design Supports Our Business Strategy and Is Aligned with Shareholders’ Interests – We have designed our Total Rewards program, and our incentive plans in particular, to meet our primary goal of aligning with shareholders; specifically, to drive strong and sustainable sales and earnings growth balanced with prudent capital management to maximize total shareholder return (TSR). |
• | Majority of Compensation Is Aligned with Performance – Total direct compensation (salary, annual incentives and long-term incentives) for our NEOs is structured so that more than two-thirds of the total value at target is attributable to Company performance. |
2022 Proxy Statement 45
The target pay opportunities approved by the Compensation Committee reflect this pay for performance with 8687 percent of Mr. Lee’sCardenas’ and 75 percent of the other named executive officers’ target total direct compensation tied to performance:
Fiscal 20222023 CEO and Other NEO Total Direct Compensation Mix at Target(1)
(1) |
|
(2) | Reflects the average of the NEOs as of the end of fiscal |
56 Darden Restaurants, Inc.
Executive Compensation Program Elements
Our Total Rewards program for NEOs is comprised of base salary, annual incentives, long-term incentives, modest perquisites as well as health and retirement plans available to our U.S. salaried employees.
Base Salary | Paid in cash | Helps to attract and retain highly qualified executives to carry out our strategic objectives. | ||||||
Annual |
Paid in cash
| • Drives Company performance. • Target bonus opportunity set as a percentage of base salary. • Actual payout based on financial performance against pre-established objectives. | ||||||
Long-Term Incentives | Awarded 25% in Options, 25% in RSUs, 50% in PSUs | • Drives Company performance, aligns interests of executives with those of shareholders. • Retains executives through long-term vesting. • Provides potential wealth accumulation. | ||||||
Base Salary
We provide competitive base salaries to our NEOs in recognition of their job responsibilities. In addition to external competitive market data (what our peer companies and general industry pay for similar positions), we consider individual work experience, leadership, knowledge, and internal parity
46 Darden Restaurants, Inc.
among those performing similar jobs when setting salary levels. Annual salary increases are primarily driven by individual performance and contributions while also considering the relative position of the individual’s salary to market data and are reviewed at the June Compensation Committee meeting with any approved increases generally effective in August.
Named Executive Officer | Base Salary at fiscal
| |||
|
| $ |
| |
|
| |||
Rajesh Vennam |
| |||
|
| $ 700,000 |
| |
|
| $ | ||
Daniel J. Kiernan | $ 735,000 | |||
M. John Martin | $ 735,000 |
|
Annual Incentive Plan
As discussed above, we provided annual cash incentive opportunities to our NEOs for fiscal year 20222023 pursuant to the Darden Restaurants, Inc. Annual Incentive Plan adopted effective June 1, 2020. In June 2021,2022, the Compensation Committee set targets and metrics for fiscal 2022.2023. Under the annual incentive plan design, “Target Bonus Opportunity” is determined by multiplying Base Salary Earnings by the Target AIP%. The annual incentive amounts awarded for fiscal 20222023 to our NEOs were based on the Target Bonus Opportunity multiplied by the Company or business unit performance rating, per the following formula approved by the Compensation Committee:
Base Salary Earnings | x | Target AIP% | x | Company Performance Rating |
2023 Proxy Statement 57
Rigorous Goal Setting
The Company maintains a rigorous annual business planning and long-term strategic planning process that we consider one of our key competitive advantages. The core financial objective of these plans is to achieve long-term total shareholder returns for our shareholders of 10 to 15 percent, as reflected in our long-term value creation framework. The Company’s management creates the annual business plan in consultation with the Board and reports on progress with respect to the plan throughout the year. The annual business plan includes specific measurable goals for all key measures that the Company and the Board believes are necessary in order to achieve that long-term objective and the Compensation Committee sets performance measures under the annual incentive plan based upon the goals set out in these business plans.
Earnings per share growthOne of Company’s key compensation performance metrics is one of the main components of total shareholder return, the ultimate objective of our long-term value creation framework.same-restaurant sales growth. Same-restaurant sales growth is a year-over-year comparison of each period’s sales volumes for restaurants open at least 16 months. Same-restaurant sales growth is a key one yearone-year indicator of performance in our industry (and does not take into account the sales from new restaurants opened or acquired during the fiscal year). The Company’s long-term value creation framework includes an annual target, over time, for Darden same-restaurant sales growth of 1 to 3 percent. The Darden same-restaurant sales growth target for fiscal 2022 reflects the impacts of the COVID-19 pandemic on sales during fiscal 2021. Our second and more heavily weighted annual performance measures are Diluted Net Earnings Per Share (EPS) or Business Unit Operating Income. Earnings per share growth is one of the main components of total shareholder return, the ultimate objective of our long-term value creation framework.
The Company performance rating for Messrs. Cardenas Lee and Vennam for fiscal 20222023 is the Darden Company Performance Rating.
2022 Proxy Statement 47
For our NEOs who lead restaurant brands or segments, Mr.Messrs. Burrowes, Kiernan and Mr. Martin, Company Performance Rating is determined as 20% multiplied by the Darden Company Performance Rating plus 80% multiplied by the applicable Business Unit Performance Rating. Mr. Burrowes is rewarded according to the LongHorn Performance Rating, Mr. Kiernan is rewarded according to the Olive Garden Performance Rating and Mr. Martin is rewarded according to the Specialty Restaurant Group Performance rating.
Darden Company Performance Rating |
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Performance Measure | Minimum | Target | Maximum | Weight | Minimum | Target | Maximum | Weight | ||||||||||||||||||||||||
Darden Diluted Net EPS, fiscal 2022 |
| $5.83 |
|
| $7.00 |
|
| $8.17 |
|
| 70 | % | ||||||||||||||||||||
Darden Diluted Net EPS, fiscal 2023 |
| $7.12 |
|
| $7.86 |
|
| $8.60 |
|
| 70% |
| ||||||||||||||||||||
Darden same-restaurant sales growth |
| 18.5 | % |
| 24.7 | % |
| 30.8 | % |
| 30 | % |
| 0.0% |
|
| 5.0% |
|
| 10.0% |
|
| 30% |
|
LongHorn Performance Rating |
|
|
|
| ||||||||||||
Performance Measure | Minimum | Target | Maximum | Weight | ||||||||||||
LongHorn Operating Income, fiscal 2022 |
| $214.1 |
|
| $258.4 |
|
| $302.7 |
|
| 70 | % | ||||
LongHorn same-restaurant sales growth |
| 6.8 | % |
| 13.7 | % |
| 20.7 | % |
| 30 | % |
Olive Garden Performance Rating |
|
|
|
| ||||||||||||
Performance Measure | Minimum | Target | Maximum | Weight | ||||||||||||
Olive Garden Operating Income, fiscal 2023 |
| $658.4 |
|
| $724.9 |
|
| $791.5 |
|
| 70% |
| ||||
Olive Garden same-restaurant sales growth |
| 0.0% |
|
| 5.0% |
|
| 10.0% |
|
| 30% |
|
Specialty Restaurant Group (SRG) Performance Rating |
|
|
|
| ||||||||||||
Performance Measure | Minimum | Target | Maximum | Weight | ||||||||||||
SRG Operating Income, fiscal 2022 |
| $134.1 |
|
| $161.9 |
|
| $189.6 |
|
| 70 | % | ||||
SRG same-restaurant sales growth |
| 34.9 | % |
| 41.3 | % |
| 47.8 | % |
| 30 | % |
LongHorn Performance Rating |
|
|
|
| ||||||||||||
Performance Measure | Minimum | Target | Maximum | Weight | ||||||||||||
LongHorn Operating Income, fiscal 2023 |
| $264.1 |
|
| $290.8 |
|
| $317.5 |
|
| 70% |
| ||||
LongHorn same-restaurant sales growth |
| 0.0% |
|
| 5.0% |
|
| 10.0% |
|
| 30% |
|
Specialty Restaurant Group (SRG) Performance Rating |
|
|
|
| ||||||||||||
Performance Measure | Minimum | Target | Maximum | Weight | ||||||||||||
SRG Operating Income, fiscal 2023 |
| $178.8 |
|
| $207.6 |
|
| $236.4 |
|
| 70% |
| ||||
SRG same-restaurant sales growth |
| 0.0% |
|
| 4.5% |
|
| 9.0% |
|
| 30% |
|
58 Darden Restaurants, Inc.
The Compensation Committee (and the Board,independent directors, with respect to Mr. Lee)Cardenas) established threshold, target and maximum performance goals for each annual performance metric which would result in total potential payouts ranging from 0 to 200 percent of each participant’s target bonus opportunity. Due toConsistent with the uncertainty inherent in forecasting resultsplan for fiscal 2022, as the economy continued to be impacted by the COVID-19 pandemic and other macroeconomic factors, the payout curves for the fiscal 2023 annual incentives were designed to include a flat area, or “strike zone,” providing for a target payout for results that “straddle” the EPS or operating income targets by a set percentage.
Performance and Pay Results
The Compensation Committee (and the Board with respect to Messrs. Cardenas and Lee)Mr. Cardenas) evaluated the Company’s financial performance and certified the following performance results and the Company Ratings as follows:
Darden Company Performance Rating | Target | Results | Weight | Company (% of Target) | Target | Results | Weight | Company (% of Target) | ||||||||||||||||||||||||
Darden Diluted Net EPS fiscal 2022 |
| $7.00 |
|
| $7.40 |
|
| 70% |
|
| 128% |
| ||||||||||||||||||||
Darden Diluted Net EPS fiscal 2023 |
| $7.86 |
|
| $8.00 |
|
| 70% |
|
| 100% |
| ||||||||||||||||||||
Darden same-restaurant sales growth |
| 24.7 | % |
| 30.9 | % |
| 30% |
|
| 200% |
|
| 5.0% |
|
| 6.8% |
|
| 30% |
|
| 120% |
| ||||||||
TOTAL Company performance rating |
| 150% |
|
| 106% |
|
LongHorn Performance rating | Target | Results | Weight | LongHorn (% of Target) | ||||||||||||
LongHorn Operating Income, fiscal 2022 | �� |
| $258.4 |
|
| $268.4 |
|
| 70% |
|
| 115% |
| |||
LongHorn same-restaurant sales growth |
| 13.7 | % |
| 28.1 | % |
| 30% |
|
| 200% |
| ||||
TOTAL LongHorn performance rating |
| 141% |
|
Olive Garden Performance Rating | Target | Results | Weight | Olive Garden (% of Target) | ||||||||||||
Olive Garden Operating Income, fiscal 2023 |
| $724.9 |
|
| $736.6 |
|
| 70% |
|
| 102% |
| ||||
Olive Garden same-restaurant sales growth |
| 5.0% |
|
| 6.7% |
|
| 30% |
|
| 118% |
| ||||
TOTAL Olive Garden performance rating |
| 107% |
|
LongHorn Performance Rating | Target | Results | Weight | LongHorn (% of Target) | ||||||||||||
LongHorn Operating Income, fiscal 2023 |
| $290.8 |
|
| $276.1 |
|
| 70% |
|
| 56% |
| ||||
LongHorn same-restaurant sales growth |
| 5.0% |
|
| 7.4% |
|
| 30% |
|
| 135% |
| ||||
TOTAL LongHorn performance rating |
| 80% |
|
SRG Performance Rating | Target | Results | Weight | SRG (% of Target) | ||||||||||||
SRG Operating Income, fiscal 2023 |
| $207.6 |
|
| $197.1 |
|
| 70% |
|
| 73% |
| ||||
SRG same-restaurant sales growth |
| 4.5% |
|
| 7.0% |
|
| 30% |
|
| 144% |
| ||||
TOTAL SRG performance rating |
| 94% |
|
48 Darden Restaurants, Inc.2023 Proxy Statement 59
SRG Performance Rating | Target | Results | Weight | SRG (% of Target) | ||||||||||||
SRG Operating Income, fiscal 2022 |
| $161.9 |
|
| $193.6 |
|
| 70% |
|
| 200% |
| ||||
SRG same-restaurant sales growth |
| 41.3 | % |
| 59.1 | % |
| 30% |
|
| 200% |
| ||||
TOTAL SRG performance rating |
| 200% |
|
The final individual annual incentive awards for the NEOs employed by the Company as of the end of fiscal 20222023 as determined by the Compensation Committee (and the Board with respect to Messrs. Cardenas and Lee)Mr. Cardenas) are set forth below.
Named Executive Officer | Target % of Salary | Business Weighting | Total Payout (% of Target) | Actual Award(1) | Target % of Salary | Business Weighting | Total Payout (% of Target) | Actual Award(1) | ||||||||||||||||||||
Eugene I. Lee, Jr. |
| 200 | % | Darden 100% |
| 150% |
| $ | 3,744,231 |
| ||||||||||||||||||
Ricardo Cardenas |
| 100 | % | Darden 100% |
| 150% |
| $ | 1,193,510 |
|
| 150% |
| Darden 100% |
| 106% |
| $ | 1,590,000 |
| ||||||||
Rajesh Vennam |
| 85 | % | Darden 100% |
| 150% |
| $ | 769,291 |
|
| 85% |
| Darden 100% |
| 106% |
| $ | 619,004 |
| ||||||||
Todd A. Burrowes |
| 85 | % | LongHorn 80% / |
| 141% / 150% |
| $ | 837,055 |
|
| 85% |
| LongHorn 80% / |
| 80% / 106% |
| $ | 527,900 |
| ||||||||
Daniel J. Kiernan |
| 85% |
| Olive Garden 80% / |
| 107% / 106% |
| $ | 661,734 |
| ||||||||||||||||||
M. John Martin |
| 85 | % | SRG 80% / |
| 200% / 150% |
| $ | 1,116,524 |
|
| 85% |
| SRG 80% / |
| 94% / 106% |
| $ | 597,296 |
|
(1) | Actual awards are based on actual salary paid during fiscal |
Long-Term Incentives
The purpose of the long-term incentive program is to motivate and reward achievement of our long-term objectives of winning financially and creating long-term value for our shareholders. The long-term awards made in July 20212022 for the fiscal 20222023 grants were made under the 2015 Plan.
For fiscal 2022,2023, we made only minimalno changes to our long-term incentive plan compared to fiscal 2021.2022. Continued emphasis was placed on the pay and performance linkage by granting one half of the total long-term incentive grant value in performance stock units (PSUs) tied to relative TSR, with the new reference index set as the S&P 500 Index. The maximum payout opportunity percentage was increased from 150% percent under the prior plan design to 200% beginning, consistent with the fiscal 2022 grants. The other half of the grant value was equally split between stock options and restricted stock units.
Performance Stock Units — Relative TSR (1/2 of the grant value):
Share denominated units;
• | Share denominated units; |
Vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date;
• | Vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date; |
0 – 200 percent payout opportunity based upon relative TSR as compared to the companies in the S&P 500 Index at the time of the grant; and
• | 0 – 200 percent payout opportunity based upon relative TSR as compared to the companies in the S&P 500 Index at the time of the grant; and |
Settled in stock, with dividends paid in cash at time of settlement.
• | Settled in stock, with dividends paid in cash at time of settlement. |
Stock Options (1/4 of the grant value):
Granted with an exercise price equal to the closing stock price on the grant date;
• | Granted with an exercise price equal to the closing stock price on the grant date; |
Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date; and
• | Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date; and |
Maximum term of 10 years.
2022 Proxy Statement 49
• | Maximum term of 10 years. |
Restricted Stock Units (1/4 of the grant value):
Share denominated units;
• | Share denominated units; |
Vest 100 percent on the third anniversary of the grant date; and
• | Vest 100 percent on the third anniversary of the grant date; and |
• | Settled in stock, with dividends paid in cash at the time of settlement. |
60 Darden Restaurants, Inc.
Settled in stock, with dividends paid in cash at the time of settlement.
Fiscal 20222023 Annual Long-Term Incentive Grants
The Compensation Committee (and the Board with respect to Mr. Lee)Cardenas) approved grants to the following NEOs, effective July 29, 202127, 2022 in accordance with the plan design, as detailed below:
Named Executive Officer | Target Grant Value | Number of Options(1) | Number of Restricted Stock Units(2) | Target Number of PSUs(2) | Target Grant Value | Number of Options(1) | Number of Restricted Stock Units(2) | Target Number of PSUs(2) | ||||||||||||||||||||||||
Eugene I. Lee, Jr | $ | 5,500,000 |
|
| 33,326 |
|
| 9,365 |
|
| 18,729 |
| ||||||||||||||||||||
Ricardo Cardenas | $ | 2,200,000 |
|
| 13,330 |
|
| 3,746 |
|
| 7,492 |
| $ | 5,000,000 |
|
| 36,193 |
|
| 10,713 |
|
| 21,426 |
| ||||||||
Rajesh Vennam | $ | 1,200,000 |
|
| 7,271 |
|
| 2,043 |
|
| 4,086 |
| $ | 1,700,000 |
|
| 12,306 |
|
| 3,642 |
|
| 7,285 |
| ||||||||
Todd A. Burrowes | $ | 1,200,000 |
|
| 7,271 |
|
| 2,043 |
|
| 4,086 |
| $ | 1,400,000 |
|
| 10,134 |
|
| 3,000 |
|
| 5,999 |
| ||||||||
Daniel J. Kiernan | $ | 1,500,000 |
|
| 10,858 |
|
| 3,214 |
|
| 6,428 |
| ||||||||||||||||||||
M. John Martin | $ | 1,200,000 |
|
| 7,271 |
|
| 2,043 |
|
| 4,086 |
| $ | 1,400,000 |
|
| 10,134 |
|
| 3,000 |
|
| 5,999 |
|
(1) | Number of options based on the Black-Scholes valuation on the first day of the fiscal year and the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the grant date. |
(2) | Number of Restricted Stock Units and PSUs based on the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the grant date. |
Performance Results and Payouts from Prior Long-Term Incentive Plan Grants
Fiscal 20222023 was the final year of the three-year performance period for PSUs that were granted at the beginning of fiscal 20202021 for the performance period covering fiscal 2020-20222021-2023 (the 20202021 grants). For the 20202021 grants, made under our 2015 Plan, the PSUs are settled in stock, and the number of shares earned are based upon the results of a three-year performance period. The earned PSUs vest in two tranches: 50 percent of the earned PSUs vested on July 24, 202229, 2023 and the remaining earned PSUs will vest on July 24, 2023.29, 2024. Payout of the PSUs is based on three-year relative total shareholder return (TSR) versus the S&P Consumer Discretionary Index, as established in June 2020.Index.
The Compensation Committee certified that the Company’s three-year TSR performance ranked at the 36th92nd percentile of the peer group’s performance. The Compensation Committee determined that no adjustments should be made to the resulting payout. See footnote 3 to the “Outstanding Equity Awards at Fiscal Year-End” table for the number of earned PSUs for each NEO.
Measure and Targets |
| |||
Darden Relative TSR Percentile Rank(1) | Earned Percentage | |||
>75th |
| 150% |
| |
75th |
| 150% |
| |
50th |
| 100% |
| |
33rd |
| 50% |
| |
<33rd |
| 0% |
|
Results | Target Percentile | Percentile Result | Earned Percentage(1) | |||||||||
FY | 50th |
(1) | Straight line interpolation between 33rd and 75th percentiles, capped at 150% of target based on targets under the |
50 Darden Restaurants, Inc.2023 Proxy Statement 61
CEO Special Award Performance Results and Vesting
On June 22, 2017, the Board approved a special additional equity grant to Mr. Lee under the Company’s 2015 Plan. Effective June 29, 2017, Mr. Lee received a grant of 81,735 PSUs (Special PSUs) with an aggregate grant date value of $7,500,000. The first installment of this award, 26.7% for 21,823 shares vested on May 31, 2020, the second installment, 33.3% for 27,218 shares vested on May 30, 2021 and the remaining 40% for 32,694 shares vested on May 29, 2022. The Special PSUs pay out based upon achieving certain three-year, four-year and five-year adjusted EBITDA targets. The results and payout at 100% of target for the third installment of the award were certified by the Compensation Committee on June 22, 2022 as set forth in the following table (dollars in millions).
2022 | 2021 Adjusted EBITDA | 2020 Adjusted EBITDA | 2019 Adjusted EBITDA | 2018 Adjusted EBITDA | Five-Year Adjusted EBITDA | Five-Year Adjusted EBITDA Target | Earned May 29, 2022 | |||||||||||||
$1,530.6 | $1,038.7 | $793.9 | $1,183.8 | $1,099.3 |
| $5,646.3 |
|
| exceeds $1,000.0 |
|
| 32,694 |
|
Adjusted EBITDA means, with respect to a fiscal year, the Company’s consolidated earnings before interest, taxes, depreciation, and/or amortization, excluding the effects of non-core, non-operating, or non-recurring items, acquisitions and divestitures and changes in accounting principles, in each case as disclosed in the Company’s financial statements. A reconciliation of adjusted EBITDA to earnings (loss) from continuing operations for each of the applicable fiscal years is set forth in the following table.
| Fiscal Year |
| ||||||||||||||||||||||
(in millions) | 2022 | 2021 | 2020 | 2019 | 2018 | Total | ||||||||||||||||||
Earnings (loss) from continuing operations |
| $ 954.7 |
|
| $ 632.4 |
|
| $ (49.2 | ) |
| $ 718.6 |
|
| $ 603.8 |
|
| $2,860.3 |
| ||||||
Interest, net |
| 68.7 |
|
| 63.5 |
|
| 57.3 |
|
| 50.2 |
|
| 161.1 |
|
| 400.8 |
| ||||||
Income tax expense (benefit) |
| 138.8 |
|
| (55.9 | ) |
| (111.8 | ) |
| 63.7 |
|
| 1.9 |
|
| 36.7 |
| ||||||
Depreciation and amortization |
| 368.4 |
|
| 350.9 |
|
| 355.9 |
|
| 336.7 |
|
| 313.1 |
|
| 1,725.0 |
| ||||||
EBITDA |
| $1,530.6 |
|
| $ 990.9 |
|
| $252.2 |
|
| $1,169.2 |
|
| $1,079.9 |
|
| $5,022.8 |
| ||||||
Adjustments: | ||||||||||||||||||||||||
Goodwill impairment |
| — |
|
| — |
|
| 169.2 |
|
| — |
|
| — |
|
| 169.2 |
| ||||||
Trademark impairment |
| — |
|
| — |
|
| 145.0 |
|
| — |
|
| — |
|
| 145.0 |
| ||||||
Restaurant-level impairments |
| — |
|
| — |
|
| 47.0 |
|
| 14.6 |
|
| — |
|
| 61.6 |
| ||||||
Other asset impairments |
| — |
|
| — |
|
| 28.8 |
|
| — |
|
| — |
|
| 28.8 |
| ||||||
Pension settlement charge |
| — |
|
| — |
|
| 145.5 |
|
| — |
|
| — |
|
| 145.5 |
| ||||||
International entity liquidation |
| — |
|
| — |
|
| 6.2 |
|
| — |
|
| — |
|
| 6.2 |
| ||||||
Cheddar’s integration expenses |
| — |
|
| — |
|
| — |
|
| — |
|
| 19.4 |
|
| 19.4 |
| ||||||
Corporate restructuring |
| — |
|
| 47.8 |
|
| — |
|
| — |
|
| — |
|
| 47.8 |
| ||||||
Adjusted EBITDA |
| $1,530.6 |
|
| $1,038.7 |
|
| $793.9 |
|
| $1,183.8 |
|
| $1,099.3 |
|
| $5,646.3 |
|
President, Specialty Restaurant Group Special Award
On July 25, 2018, prior to becoming an executive officer, Mr. Martin was granted a special PSU award designed to reward management for achieving milestones with respect to opening new The Capital Burger restaurant locations. Under the terms of the award agreement, Mr. Martin is eligible to earn up to 10,423 PSUs, separated into two tranches of 50% of the total possible number, earned based on achieving Capital Burger new restaurant opening targets. These PSUs are earned and vested immediately upon achievement of the performance criteria. Effective April 28, 2023, the Compensation Committee Chair, pursuant to delegated authority from the Committee, certified that the Company had achieved the required performance criteria for the first tranche and that 5,212 of the PSUs were earned as of that date. The remaining 5,211 special PSUs are forfeited if not earned prior to July 24, 2024.
2022 Proxy Statement 51
NEO Total Compensation Changes for Fiscal 20232024
In accordance with our annual review process, the Compensation Committee (and the Board with respect to the ChairmanPresident and CEO) reviews each actively employed NEO’s total direct compensation and evaluates each NEO’s individual performance, Company and business unit performance and each officer’s target compensation opportunity relative to updated market data provided by Pearl Meyer. In March 2022,June 2023, the Board with respect to the Executive ChairmanPresident and the CEO, and in June 2022, the Compensation Committee with respect to the other NEO’s,NEOs, approved the base salary, annual incentive target bonus opportunity amount and long-term incentive program Target Grant Amount of each of our NEOs effective for fiscal 2023,2024, which included increases to certain amounts to better align the total compensation of each of our NEOs with comparable positions within our peer group, reward individual performance, or to reflect tenure in position, retention priority for key positions and/or changes in responsibilities. Changes to Base Salary with respect to Mr. Lee and Mr. Cardenas were effective with the assumption of their new roles on May 30, 3022. The changes to base salary for the other NEOs were effective August 1, 2022.July 31, 2023.
Named Executive Officer | Base Salary for fiscal 2023 | Target Annual Incentive Percentage for fiscal 2023 | Target Value of Long-term Incentive for fiscal 2023 | Base Salary for fiscal 2024 | Target Annual Incentive Percentage for fiscal 2024 | Target Value of Long-term Incentive for fiscal 2024 | ||||||||||||||||||
Eugene I. Lee, Jr. (1) |
| $650,000 |
|
| N/A |
|
| N/A |
| |||||||||||||||
Ricardo Cardenas |
| $1,000,000 |
|
| 150% |
|
| $5,000,000 |
|
| $1,100,000 |
|
| 150% |
|
| $7,500,000 |
| ||||||
Rajesh Vennam |
| $ 700,000 |
|
| 85% |
|
| $1,700,000 |
|
| $750,000 |
|
| 90% |
|
| $1,900,000 |
| ||||||
Todd A. Burrowes |
| $ 735,000 |
|
| 85% |
|
| $1,400,000 |
|
| $750,000 |
| 95% |
|
| $1,500,000 |
| |||||||
Daniel J. Kiernan |
| $750,000 |
| 95% |
|
| $1,700,000 |
| ||||||||||||||||
M. John Martin |
| $ 735,000 |
|
| 85% |
|
| $1,400,000 |
|
| $750,000 |
| 95% |
|
| $1,500,000 |
|
|
Other Programs, Policies, and Practices
Perquisites
We provide limited perquisites to our NEOs that we believe are appropriate to enable business continuity and minimize work distractions. During fiscal 2022,2023, these benefits included an allowance toward a company car, limited reimbursement for financial planning assistance, unsubsidized group liability insurance and an executive physical program.
Other Benefits
Our NEOs receive the same employee benefits provided to other salaried U.S. employees, but are not eligible to actively participate in Darden’s qualified savings plan (the Darden Savings Plan). Instead, we award amounts under our FlexComp Plan for our NEOs in place of participation under the Darden Savings Plan. The FlexComp Plan also allows participants (approximately 1,100) to defer receipt of portions of their base salaries and annual incentive compensation. See the discussion under the heading “Non-Qualified Deferred Compensation” for further details regarding the terms of participation under the FlexComp Plan.
5262 Darden Restaurants, Inc.
Stock Ownership Guidelines
In keeping with our objective of aligning our executives’ interests with our shareholders’ interests, we require our executives to hold equity in the Company equal in value to a designated multiple of their salaries. Under the Company’s stock ownership policy, the CEO must hold 100 percent and any other officer must hold 50 percent of any net after tax shares issued to them until they achieve the required stock ownership level. The required ownership values for our actively employed NEOs vary based on the executive’s level of responsibility as follows:
Named Executive Officer | Required Ownership as a Multiple of Base Salary | |||
|
| 6x |
| |
|
| |||
Rajesh Vennam |
| 4x |
| |
Todd A. Burrowes |
| 4x |
| |
|
| 4x |
|
M. John Martin
|
The Compensation Committee monitors compliance with the ownership guidelines. Each of the NEOs remained in compliance with the ownership guidelines as of May 29, 2022.28, 2023.
Policy on Granting Equity Awards
Our equity awards policy provides that incentive equity grants to employees, including stock option grants, are made once per year and are effective on the last Wednesday in fiscal July. The Company may also grant equity awards for special purposes such as retention, recognition or promotion and such special awards are made effective on any date determined by the Compensation Committee, the Board or authorized individual approving the award. The grant date for equity awards is never a date prior to approval. The exercise price of stock options may not be less than the fair market value of our common stock on the date of the grant as measured by the closing sales price of our common stock on the NYSE.
Recoupment and Forfeiture of Compensation
We have adopted a clawback policy which provides that an executive officer is required to repay performance-based awards to the Company if he or she knowingly participates in a fraud that requires the Company to restate its financial statements. Performance-based awards include annual incentive awards and PSU awards under our 2015 Plan.
Employment Agreements
We do not have employment agreements in place with any of our named executive officers.
Change in Control Agreements
All of our NEOs are parties to Change in Control Agreements that reflect current market practices and governance best practices. The Change in Control Agreements provide for severance benefits (between 1.5 and 2.0 times base salary and target bonus) in the event of a termination of employment within 24 months of a change in control of the Company. Please see the discussion under the heading “Potential Payments Upon Termination or Change in Control” for further discussion of the Change in Control Agreements.
20222023 Proxy Statement 5363
Tax Considerations
In designing our compensation programs, we take into account the various tax, accounting and disclosure rules. The Compensation Committee also reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. The Tax Act repealed the performance-based exemption from Section 162(m)’s deduction limit for taxable years beginning after December 31, 2017, subject to certain transition rules that “grandfathered” certain awards and arrangements that were in effect prior to November 2, 2017, and expanded the population of executives to which the deduction limit applies. The Compensation Committee generally sought to preserve tax deductions for executive compensation where available. Nonetheless, the Compensation Committee has awarded compensation that is not fully tax deductible when it believes such grants are in the best interests of the Company and our shareholders and reserves the right to do so in the future. We anticipate that a significant portion of our incentive awards for fiscal 20222023 will not be deductible when paid due to the repeal of the performance-based compensation exemption. There is no guarantee that compensation payable pursuant to any of the Company’s compensation programs initially granted before fiscal 20222023 will ultimately be deductible by the Company.
Shareholder Engagement and Results of Say on Pay Advisory Vote
At the 20212022 Annual Meeting of Shareholders, approximately 94.595.9 percent of the votes cast were in favor of the advisory vote to approve executive compensation. We believe that these vote results, together with feedback received during the Company’s ongoing shareholder engagement, reflect that shareholders are pleased with the structure of the Company’s compensation programs put into place by the Compensation Committee for fiscal 2022. For fiscal 2022, we reversed changes made during the COVID-19 pandemic and returned to the Company’s pre-pandemic incentive plan design for fiscal 20222023 as discussed above, including under “Summary of Compensation Actions for Fiscal 2022.2023.” The changes were not the result of shareholder engagement or the 20212022 vote results. The Compensation Committee and Board are committed to serving Darden’s shareholders, and plan to continue regular dialogue with shareholders as we move forward.
The Compensation Committee of the Board of Directors reviewed and discussed the Compensation Discussion and Analysis with Darden’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended May 29, 2022.28, 2023.
Respectfully submitted,
The Compensation Committee
James P. Fogarty, Committee Chair
Cynthia T. Jamison
Nana Mensah
Charles M. Sonsteby
Timothy J. Wilmott
5464 Darden Restaurants, Inc.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of Mr. Fogarty as the Chair and Ms. Jamison and Messrs. Mensah Sonsteby and Wilmott as members. During fiscal 2022,2023, all members of the Compensation Committee were independent directors, and no member was an employee or former employee of the Company. In addition, none of the Company’s executive officers served on the board of directors or compensation committee (or other committee serving an equivalent function) of another entity whose executive officer served on the Company’s Board of Directors or Compensation Committee.
Assessment of Risk of Compensation Programs
We believe that our compensation programs for executives and other employees are designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy and do not incentivize executives or other employees to take unnecessary or excessive risks. Specifically, we believe that the following features of our compensation programs (discussed in more detail in the Compensation Discussion and Analysis section above) help manage or mitigate risk:
The Company has allocated compensation among base salary and short-term and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking. Incentive compensation is not overly weighted toward short-term incentives. In addition, both short-term and long-term incentives are subject to maximum payment amounts;
• | The Company has allocated compensation among base salary and short-term and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking. Incentive compensation is not overly weighted toward short-term incentives. In addition, both short-term and long-term incentives are subject to maximum payment amounts; |
The mix of equity award instruments used under our long-term incentive program (a) includes full value awards; and (b) performance-based awards including stock options and PSUs (which vest based on total shareholder return relative to the S&P 500);
• | The mix of equity award instruments used under our long-term incentive program (a) includes full value awards; and (b) performance-based awards including stock options and PSUs (which vest based on total shareholder return relative to the S&P 500); |
Our annual and long-term compensation plans are reviewed by the Compensation Committee and any risks embedded in those plans are discussed and evaluated for appropriateness. Our incentive opportunities are designed to drive strong, sustainable growth and shareholder return;
• | Our annual and long-term compensation plans are reviewed by the Compensation Committee and any risks embedded in those plans are discussed and evaluated for appropriateness. Our incentive opportunities are designed to drive strong, sustainable growth and shareholder return; |
The multi-year vesting of our equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance;
• | The multi-year vesting of our equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance; |
Our performance criteria and objectives balance performance and sustainability of performance by setting a variety of goals, including same-restaurant sales growth and earnings per share growth;
• | Our performance criteria and objectives balance performance and sustainability of performance by setting a variety of goals, including same-restaurant sales growth and earnings per share growth; |
Our Stock Ownership Guidelines encourage a focus on long-term growth in shareholder value; and
• | Our Stock Ownership Guidelines encourage a focus on long-term growth in shareholder value; and |
Our policies regarding recoupment and forfeiture of compensation discourage excessive or inappropriate risk-taking.
• | Our policies regarding recoupment and forfeiture of compensation discourage excessive or inappropriate risk-taking. |
20222023 Proxy Statement 5565
The table below summarizes the total compensation paid or earned by each of the NEOs for the fiscal years ended May 28, 2023, May 29, 2022, and May 30, 2021, and May 31, 2020.2021.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in ($)(5) | All Other Compensation ($)(6) | Total ($) | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) |
Change in ($)(5) | All Other Compensation ($)(6) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eugene I. Lee, Jr. Executive Chairman of the Board and our previous Chairman and Chief Executive Officer | 2022 | 1,248,077 | — | 4,615,649 | 1,367,033 | 3,744,231 | — | 916,852 | 11,891,841 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 1,000,000 | — | 4,135,158 | 1,361,689 | 2,840,000 | — | 791,339 | 10,128,186 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 829,760 | 1,916,154 | 3,914,767 | 1,268,902 | — | — | 759,124 | 8,688,707 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajesh Vennam Senior Vice President, Chief Financial Officer and Treasurer | 2022 | 603,365 | — | 1,006,954 | 298,256 | 769,291 | — | 187,650 | 2,865,517 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 405,385 | 11,077 | 248,134 | 81,705 | 362,138 | — | 95,852 | 1,204,291 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ricardo Cardenas President and Chief Executive Officer, and our previous President and Chief Operating Officer | 2022 | 795,673 | — | 1,846,328 | 546,797 | 1,193,510 | — | 326,974 | 4,709,282 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 745,192 | — | 1,240,596 | 408,505 | 1,058,173 | — | 304,487 | 3,756,954 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 685,817 | 690,538 | 1,174,393 | 380,675 | — | — | 272,942 | 3,204,365 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ricardo Cardenas President and Chief Executive Officer | 2023 | 1,000,000 | — | 4,252,311 | 1,310,215 | 1,590,000 | — | 347,503 | 8,500,029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | 795,673 | — | 1,846,328 | 546,797 | 1,193,510 | — | 326,974 | 4,709,282 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 745,192 | — | 1,240,596 | 408,505 | 1,058,173 | — | 304,487 | 3,756,954 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajesh Vennam Senior Vice President, Chief Financial Officer | 2023 | 687,019 | — | 1,445,747 | 445,487 | 619,004 | — | 158,062 | 3,355,329 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | 603,365 | — | 1,006,954 | 298,256 | 769,291 | — | 187,650 | 2,865,517 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 405,385 | 11,077 | 248,134 | 81,705 | 362,138 |
| 95,852 | 1,204,291 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Todd A. Burrowes President, LongHorn Steakhouse | 2022 | 689,615 | — | 1,006,954 | 298,256 | 837,055 | — | 270,818 | 3,102,699 | 2023 | 728,943 | — | 1,190,652 | 366,859 | 527,900 | — | 211,807 | 3,026,160 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 640,000 | — | 826,982 | 272,330 | 772,480 | — | 181,977 | 2,693,769 | 2022 | 689,615 | — | 1,006,954 | 298,256 | 837,055 | — | 270,818 | 3,102,699 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 | 604,038 | 723,863 | 782,929 | 253,776 | — | — | 355,021 | 2,719,627 | 2021 | 640,000 | — | 826,982 | 272,330 | 772,480 | — | 181,977 | 2,693,769 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel J. Kiernan President, Olive Garden | 2023 | 728,943 | — | 1,275,733 | 393,068 | 661,734 | — | 209,242 | 3,268,719 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2022 | 691,346 | — | 1,090,916 | 323,115 | 613,501 | — | 209,679 | 2,928,556 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 650,000 | — | 744,324 | 245,095 | 784,550 | — | 170,147 | 2,594,115 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. John Martin President, Specialty Restaurant Group | 2022 | 691,346 | — | 1,006,954 | 298,256 | 1,116,524 | — | 278,226 | 3,391,306 | 2023 | 728,943 | — | 1,190,652 | 366,859 | 597,296 | — | 287,327 | 3,171,076 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 645,673 | — | 1,062,680 | 245,095 | 771,647 | — | 162,238 | 2,887,332 | 2022 | 691,346 | — | 1,006,954 | 298,256 | 1,116,524 | — | 278,226 | 3,391,306 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 | 645,673 | — | 1,062,680 | 245,095 | 771,647 |
| 162,238 | 2,887,332 |
(1) | Amounts reflect the actual base salary earned by the NEO in fiscal 2023, fiscal 2022 and fiscal 2021, |
(2) | The Company made annual incentive payments for fiscal 2023, fiscal 2022 and 2021 based upon achieving performance measures that were established under the Company’s Annual Incentive Plan. Those annual incentive payments are reported in the “Non-Equity Incentive Plan Compensation” column of this table. For fiscal 2021, prior to becoming an Executive Officer on January 4, 2021, Mr. Vennam received a cash award equal to the impact that temporary fiscal 2020 salary reductions had on his base salary. |
(3) | Amounts in these columns represent the grant date fair value of awards computed in accordance with ASC Topic 718 for each of fiscal |
56 Darden Restaurants, Inc.
awards assuming achievement of maximum (150 percent) payout: Mr. |
(4) | Amounts reflect the actual cash incentive award earned by the NEO, |
66 Darden Restaurants, Inc.
(5) | Amounts deferred into the FlexComp Plan do not receive above market or preferential earnings, but rather receive notional rates of return that match the returns on the investment options available under the Darden Savings Plan as described under the subheading “Non-Qualified Deferred Compensation.” |
(6) | All Other Compensation for fiscal |
Perks and ($)(a) |
Company ($)(b) | Insurance ($)(c) |
Dividends ($)(d) | Totals ($) | ||||||||||||||||||||||||||||||||||||
Perks and ($)(a) | Company ($)(b) | Insurance ($)(c) | Dividends ($)(d) | Totals ($) | ||||||||||||||||||||||||||||||||||||
Eugene I. Lee, Jr. | 20,505 | 539,169 | 14,129 | 343,049 | 916,852 | |||||||||||||||||||||||||||||||||||
Ricardo Cardenas | 20,783 | 231,287 | 8,113 | 87,319 | 347,502 | |||||||||||||||||||||||||||||||||||
Rajesh Vennam | 20,426 | 148,247 | 5,255 | 13,722 | 187,650 | 22,116 | 116,628 | 5,316 | 14,002 | 158,062 | ||||||||||||||||||||||||||||||
Ricardo Cardenas | 17,707 | 214,832 | 6,647 | 87,788 | 326,974 | |||||||||||||||||||||||||||||||||||
Todd A. Burrowes | 28,332 | 164,880 | 11,801 | 65,805 | 270,818 | 22,731 | 112,236 | 14,190 | 62,650 | 211,807 | ||||||||||||||||||||||||||||||
Daniel J. Kiernan | 21,127 | 124,187 | 14,190 | 49,738 | 209,242 | |||||||||||||||||||||||||||||||||||
M. John Martin | 18,938 | 195,250 | 14,132 | 49,906 | 278,226 | 19,975 | 118,433 | 14,190 | 134,730 | 287,328 |
(a) | Includes the aggregate incremental costs to the Company for personal use of a Company car or a limited car allowance, an executive physical program, a reimbursement for financial counseling services, a discount on the purchase of Company gift cards, and a discount on the price to purchase a company car. None of these perquisites had a value exceeding the greater of $25,000 or 10 percent of total perquisites for an NEO. |
(b) | Amounts in this column represent Company contributions made in August |
(c) | Represents the cost to the Company for providing life insurance and long-term disability insurance. |
(d) | Our NEOs do not receive dividends or dividend equivalents on unvested restricted stock, unvested restricted stock units or unvested PSUs, but rather accrue them for payment when the restricted stock, restricted stock units or PSUs are earned and vested and only on the number of shares of stock or units that actually vest. This amount reflects the value of the dividends paid in stock with respect to the PSUs that vested on July 25, |
20222023 Proxy Statement 5767
Grants of Plan-Based Awards for Fiscal 20222023
The following table sets forth certain information with respect to equity and non-equity plan-based awards granted during fiscal 20222023 under the 2015 Plan and the Annual Incentive Plan to each of the NEOs
All Other (#)(4) | All Other (#)(5) | Exercise ($/Sh)(6) | Grant Date Fair Value of Stock and ($)(7) |
All Other (#)(4) |
All Other (#)(5) | Exercise ($/Sh)(6) | Grant Date Fair Value of Stock and ($)(7) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date | Approval Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eugene I. Lee, Jr. | — | — | 2,496,154 | 4,992,308 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/23/2021 | 33,326 | 148.20 | 1,367,033 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ricardo Cardenas | — |
| — | 1,500,000 | 3,000,000 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/2022 | 6/22/2022 |
|
|
|
|
|
|
| 36,193 | 121.47 | 1,310,215 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/27/2022 | 6/22/2022 |
|
|
|
|
|
| 10,713 |
|
| 1,301,308 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/23/2021 | 9,365 | 1,387,893 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/23/2021 | — | 18,729 | 37,458 | 3,227,756 | 7/27/2022 | 6/22/2022 |
|
|
| — | 21,426 | 42,852 |
|
|
| 2,951,003 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajesh Vennam | — | — | 512,861 | 1,025,721 | — |
| — | 583,966 | 1,167,932 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 7,271 | 148.20 | 298,256 | 7/27/2022 | 6/21/2022 |
|
|
|
|
|
|
| 12,306 | 121.47 | 445,487 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 2,043 | 302,773 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | — | 4,086 | 8,172 | 704,181 | 7/27/2022 | 6/21/2022 |
|
|
|
|
|
| 3,642 |
|
| 442,394 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ricardo Cardenas | — | — | 795,673 | 1,591,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 13,330 | 148.20 | 546,797 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 3,746 | 555,157 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | — | 7,492 | 14,984 | 1,291,171 | 7/27/2022 | 6/21/2022 |
|
|
| — | 7,285 | 14,570 |
|
|
| 1,003,363 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Todd A. Burrowes | — | — | 586,173 | 1,172,346 | — |
| — | 619,601 | 1,239,202 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 7,271 | 148.20 | 298,256 | 7/27/2022 | 6/21/2022 |
|
|
|
|
|
|
| 10,134 | 121.47 | 366,859 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 2,043 | 302,773 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | — | 4,086 | 8,172 | 704,181 | 7/27/2022 | 6/21/2022 |
|
|
|
|
|
| 3,000 |
|
| 364,410 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M John Martin | — | — | 587,644 | 1,175,288 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 7,271 | 148.20 | 298,256 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | 2,043 | 302,773 | 7/27/2022 | 6/21/2022 |
|
|
| — | 5,999 | 11,998 |
|
|
| 826,242 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | 6/22/2021 | — | 4,086 | 8,172 | 704,181 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel J. Kiernan | — |
| — | 619,601 | 1,239,202 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/2022 | 6/21/2022 |
|
|
|
|
|
|
| 10,858 | 121.47 | 393,068 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/27/2022 | 6/21/2022 |
|
|
|
|
|
| 3,214 |
|
| 390,405 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/27/2022 | 6/21/2022 |
|
|
| — | 6,428 | 12,856 |
|
|
| 885,328 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. John Martin | — |
| — | 619,601 | 1,239,202 |
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/27/2022 | 6/21/2022 |
|
|
|
|
|
|
| 10,134 | 121.47 | 366,859 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/27/2022 | 6/21/2022 |
|
|
|
|
|
| 3,000 |
|
| 364,410 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/27/2022 | 6/21/2022 |
|
|
| — | 5,999 | 11,998 |
|
|
| 826,242 |
(1) | The column sets forth the date on which the Compensation Committee took action to grant the reported awards. The grants made to Mr. |
(2) | The amounts in these columns represent the potential annual cash incentive that may be earned under the Annual Incentive Plan by each NEO. The annual ranges are calculated with the actual salary earned during the fiscal year. Where the NEO’s target bonus opportunity increases during the fiscal year (for example, in the event of a promotion), the target bonus opportunity is based on a proration using the target bonus opportunity in effect for each portion of the fiscal year, and such proration is used in the actual bonus award calculation. Actual payouts to the NEOs based on fiscal |
(3) | The NEOs received grants of PSUs under the 2015 Plan. The PSU awards granted to the NEOs are earned based on Relative TSR. After a three-year performance period, the PSUs granted in fiscal |
(4) | The NEOs received grants of restricted stock units under the 2015 Plan. These restricted stock units vest 100 percent on the third anniversary of the grant date. |
(5) | The NEOs received grants of non-qualified stock options under the 2015 Plan. These non-qualified stock options vest 50 percent on each of the third and fourth anniversaries of the grant date. |
(6) | All stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant. Fair market value under the 2015 Plan has been determined by the Compensation Committee to be the closing price |
58 Darden Restaurants, Inc.
of the common stock on the NYSE as reported in the consolidated transaction reporting system on the grant date or, if such exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading. |
(7) | Assumptions used in the calculation of these amounts are included in Note 1 to the Company’s audited financial statements included in the Company’s |
68 Darden Restaurants, Inc.
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the total outstanding equity awards as of May 29, 202228, 2023 for each of the NEOs.
Option Awards(1) | Stock Awards |
Option Awards(1) |
Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
| Restricted Stock | PSU Awards |
|
|
|
|
| Restricted Stock | PSU Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held That Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eugene I. Lee, Jr. | 7/25/2018 | 39,458 | 39,458 | 107.05 | 7/25/2028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ricardo Cardenas | 7/27/2016 | 46,444 | — | 59.68 | 7/27/2026 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/26/2017 | 19,181 | — | 85.83 | 7/26/2027 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/25/2018 | 20,518 | — | 107.05 | 7/25/2028 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/24/2019 | 9,545 | 9,546 | 124.24 | 7/24/2029 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/29/2020 | — | 20,354 | 78.84 | 7/29/2030 |
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/28/2021 | — | 13,330 | 148.20 | 7/28/2031 |
|
|
|
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7/24/2019 | — | 63,636 | 124.24 | 7/24/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/29/2020 | — | 67,847 | 78.84 | 7/29/2030 | 7/27/2022 | — | 36,193 | 121.47 | 7/27/2032 | 19,507 | 3,146,089 | 40,808 | 6,581,514 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | — | 33,326 | 148.20 | 7/28/2031 | 36,685 | 4,623,777 | 87,179 | 10,988,008 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rajesh Vennam | 7/27/2016 | 2,245 | — | 59.68 | 7/27/2026 | 7/27/2016 | 2,245 | — | 59.68 | 7/27/2026 |
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7/26/2017 | 3,069 | — | 85.83 | 7/26/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/25/2018 | 1,578 | 1,579 | 107.05 | 7/25/2028 | 7/26/2017 | 3,069 | — | 85.83 | 7/26/2027 |
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7/24/2019 | — | 3,182 | 124.24 | 7/24/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/29/2020 | — | 4,071 | 78.84 | 7/29/2030 | 7/25/2018 | 3,157 | — | 107.05 | 7/25/2028 |
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7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 | 3,578 | 450,971 | 7,706 | 971,297 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ricardo Cardenas | 7/29/2015 | 12,735 | — | 65.02 | 7/29/2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/24/2019 | 1,591 | 1,591 | 124.24 | 7/24/2029 |
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7/27/2016 | 46,444 | — | 59.68 | 7/27/2026 | 7/29/2020 | — | 4,071 | 78.84 | 7/29/2030 |
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7/26/2017 | 19,181 | — | 85.83 | 7/26/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/25/2018 | 10,259 | 10,259 | 107.05 | 7/25/2028 | 7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 |
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7/24/2019 | — | 19,091 | 124.24 | 7/24/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/29/2020 | — | 20,354 | 78.84 | 7/29/2030 | 7/27/2022 | — | 12,306 | 121.47 | 7/27/2032 | 6,695 | 1,079,770 | 13,689 | 2,207,762 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | — | 13,330 | 148.20 | 7/28/2031 | 11,942 | 1,505,170 | 27,475 | 3,462,984 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Todd A. Burrowes | 7/26/2017 | 13,811 | — | 85.83 | 7/26/2027 | 7/26/2017 | 13,811 | — | 85.83 | 7/26/2027 |
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7/25/2018 | 7,891 | 7,892 | 107.05 | 7/25/2028 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/24/2019 | — | 12,727 | 124.24 | 7/24/2029 | 7/25/2018 | 15,783 | — | 107.05 | 7/25/2028 |
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7/29/2020 | — | 13,569 | 78.84 | 7/29/2030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 | 7,507 | 946,182 | 17,775 | 2,240,406 | 7/24/2019 | 6,363 | 6,364 | 124.24 | 7/24/2029 |
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| 7/29/2020 | — | 13,569 | 78.84 | 7/29/2030 |
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| 7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 |
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| 7/27/2022 | — | 10,134 | 121.47 | 7/27/2032 | 8,408 | 1,356,042 | 18,011 | 2,904,814 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel J. Kiernan | 7/23/2014 | 12,639 | — | 39.53 | 7/23/2024 |
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| 7/29/2015 | 4,457 | — | 65.02 | 7/29/2025 |
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| 7/27/2016 | 10,837 | — | 59.68 | 7/27/2026 |
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| 7/26/2017 | 5,371 | — | 85.83 | 7/26/2027 |
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| 7/25/2018 | 11,048 | — | 107.05 | 7/25/2028 |
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| 7/24/2019 | 5,727 | 5,728 | 124.24 | 7/24/2029 |
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| 7/29/2020 | — | 12,212 | 78.84 | 7/29/2030 |
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| 7/28/2021 | — | 7,877 | 148.20 | 7/28/2031 |
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| 7/27/2022 | — | 10,858 | 121.47 | 7/27/2032 | 8,456 | 1,363,784 | 17,989 | 2,901,266 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. John Martin | 7/27/2016 | 9,933 | — | 59.68 | 7/27/2026 | 7/27/2016 | 9,933 | — | 59.68 | 7/27/2026 |
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7/26/2017 | 7,673 | — | 85.83 | 7/26/2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/25/2018 | 4,735 | 4,735 | 107.05 | 7/25/2028 | 7/26/2017 | 7,673 | — | 85.83 | 7/26/2027 |
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7/24/2019 | — | 10,182 | 124.24 | 7/24/2029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
7/29/2020 | — | 12,212 | 78.84 | 7/29/2030 | 7/25/2018 | 9,470 | — | 107.05 | 7/25/2028 |
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7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 | 9,457 | 1,191,960 | 25,582 | 3,224,335 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/24/2019 | 5,091 | 5,091 | 124.24 | 7/24/2029 |
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| 7/29/2020 | — | 12,212 | 78.84 | 7/29/2030 |
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| 7/28/2021 | — | 7,271 | 148.20 | 7/28/2031 |
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| 7/27/2022 | — | 10,134 | 121.47 | 7/27/2032 | 9,446 | 1,523,451 | 22,310 | 3,598,157 |
2023 Proxy Statement 69
(1) | All option awards are non-qualified stock options that expire ten years from the date of grant. The vesting schedule for the non-qualified stock options granted to NEOs is 50 percent on the third and fourth anniversaries of the grant date. |
2022 Proxy Statement 59
(2) | The units reflected in this column represent awards of RSUs granted to the NEOs which fully vest on the third anniversary of the grant dates of each such award. With respect to Mr. Martin, this column includes additional awards of RSUs granted during fiscal 2021 which vest 33 percent on the first and second anniversaries of the grant date and the remaining on the third anniversary of the grant date. Mr. Martin’s remaining 1,374 RSUs |
(3) | All units reflected in this column represent PSU awards granted during fiscal |
Name | Type of PSU Award | Number of PSUs on Grant Date | Earned Percentage | Number of Earned PSUs | Type of PSU Award |
Number of | Earned Percentage | Number of Earned PSUs | ||||||||||||||||||||||||
Eugene I. Lee, Jr. | FY20-22 TSR | 20,987 | 57 | % | 11,963 | |||||||||||||||||||||||||||
Ricardo Cardenas | FY21-23 TSR | 10,096 | 150% | 15,144 | ||||||||||||||||||||||||||||
Rajesh Vennam | FY20-22 TSR | 1,049 | 57 | % | 598 | FY21-23 TSR | 2,019 | 150% | 3,029 | |||||||||||||||||||||||
Ricardo Cardenas | FY20-22 TSR | 6,296 | 57 | % | 3,588 | |||||||||||||||||||||||||||
Todd A. Burrowes | FY20-22 TSR | 4,197 | 57 | % | 2,392 | FY21-23 TSR | 6,730 | 150% | 10,096 | |||||||||||||||||||||||
Daniel J. Kiernan | FY21-23 TSR | 6,057 | 150% | 9,086 | ||||||||||||||||||||||||||||
M. John Martin | FY20-22 TSR | 3,358 | 57 | % | 1,914 | FY21-23 TSR | 6,057 | 150% | 9,086 |
Option Exercises and Stock Vested for Fiscal 20222023
The following table summarizes the number of option awards exercised and restricted stock units and performance stock units that vested during fiscal 20222023 for each of the NEOs.
| Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | ||||||||||||||||||||||||
Eugene I. Lee, Jr. | 160,577 | 12,328,007 | 71,530 | 10,504,072 | ||||||||||||||||||||||||||||
Ricardo Cardenas | 12,735 | 1,139,146 | 8,897 | 1,069,520 | ||||||||||||||||||||||||||||
Rajesh Vennam | — | — | 1,694 | 244,821 | — | — | 1,432 | 172,242 | ||||||||||||||||||||||||
Ricardo Cardenas | 42,608 | 4,289,401 | 10,864 | 1,570,051 | ||||||||||||||||||||||||||||
Todd A. Burrowes | 45,145 | 3,954,916 | 8,176 | 1,181,557 | — | — | 6,337 | 761,220 | ||||||||||||||||||||||||
Daniel J. Kiernan | 10,290 | 1,035,965 | 5,095 | 612,859 | ||||||||||||||||||||||||||||
M. John Martin | 6,160 | 559,636 | 7,183 | 1,042,926 | — | — | 11,006 | 1,497,216 |
(1) | The value realized equals the difference between the exercise price and the closing market price of our common stock on the NYSE on the date of exercise, multiplied by the number of shares acquired on exercise. |
(2) | The Number of Shares Acquired for each executive represents the number of PSUs (TSR), PSUs |
(3) | The value realized equals the closing market price of our common stock on the NYSE on the vesting date multiplied by the number of shares acquired on vesting. |
6070 Darden Restaurants, Inc.
Non-Qualified Deferred Compensation
We maintain the FlexComp Plan, a non-qualified deferred compensation plan, for our executive officers, other members of management and certain highly compensated employees who are not eligible to participate in the Darden Savings Plan.
The FlexComp Plan permits participating executive officers to defer receipt of up to 25 percent of their base salaries and up to 100 percent of their annual incentive compensation. Amounts deferred under the FlexComp Plan are payable in cash on the date or dates selected by the participant in accordance with the terms of the FlexComp Plan or on such other dates specified in the FlexComp Plan. Deferred amounts are credited with notional rates of return based on the performance of several investment alternatives (which mirror the returns on the investment alternatives available under the Darden Savings Plan, the Company’s qualified 401(k) savings plan), as selected by the participant.
We also make certain contributions to executive officers’ accounts under the FlexComp Plan that are designed to provide benefits in lieu of qualified retirement plans. Company contributions are made annually. For all NEOs, the annual contribution is 4 percent of the executive’s eligible annual earnings. In addition, a second Company contribution ranges from 1.5 percent to 7.2 percent of the executive’s eligible annual earnings based on Company performance. The contributions are automatically deferred in accordance with the participants’ elections and the terms of the FlexComp Plan.
Both participant deferrals and Company contributions under the FlexComp Plan are credited with notional rates of return based on several investment alternatives, which mirror the returns on the investment alternatives under the Darden Savings Plan. Except for the Darden Company Stock Fund, investment selections may be changed daily. The FlexComp Plan does not have a guaranteed rate of return or guaranteed retirement benefit. The table below shows the funds available under the Darden Savings Plan and their notional rates of return for the twelve months ended May 30, 2022,31, 2023, the reportable fund performance period that most closely matched our fiscal year, as reported by the recordkeeper of the Darden Savings Plan.
Deferred amounts under the FlexComp Plan are generally paid following separation from employment unless the participant elected an earlier in-service distribution date at the time of the deferral. Participants may elect to be paid in the form of a single sum cash payment, or 5-year or 10-year annual installment payments. The form of payment depends upon the participant’s deferral election and the participant’s retirement eligibility at separation from employment or the balance in their account by deferral election.
Name of Fund | Rate of Return | |||
Columbia Trust Stable Government 1-0 | % | |||
BlackRock Advantage Small Cap Core K Fund | ( | )% | ||
Darden Company Stock Fund | 30.09 | % | ||
John Hancock Bond R6 Fund | 2.32 | % | ||
TS&W International Large Cap Equity CL | 0.86 | % | ||
Vanguard Extended Market Index Inst | ( | )% | ||
| 2.90 | % | ||
Vanguard Target Retirement Trst II 2015 Fd | ( | )% | ||
| ( | )% | ||
Vanguard | ( | )% | ||
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Vanguard Target Retirement Trst II | ||||
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Name of Fund | Rate of Return | |||
Vanguard Target Retirement Trst II | 0.26 | % | ||
Vanguard Target Retirement Trst II 2045 Fd | 0.49 | % | ||
Vanguard Target Retirement Trst II 2050 Fd | 0.59 | % | ||
Vanguard Target Retirement Trst II 2055 Fd | 0.63 | % | ||
Vanguard Target Retirement Trst II 2060 Fd | 0.64 | % | ||
Vanguard Target Retirement Trst II 2065 Fd | 0.65 | % | ||
Vanguard Target Retirement Trst II 2070 Fd | 0.74 | % | ||
Vanguard Target Retirement Income Trst II Fd | ( | )% | ||
Vanguard | ( | )% | ||
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Vanguard Total Intl Stock Index Inst | ( | )% |
20222023 Proxy Statement 6171
The following table provides additional information concerning the FlexComp Plan account for each NEO, including the contributions by Darden to the FlexComp Plan during fiscal 20222023 and the aggregate FlexComp balance as of May 29, 2022.28, 2023.
Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End | ||||||||||||||||||||||||||||||
Eugene I. Lee, Jr. | — | 241,860 | (473,688 | ) | — | 4,863,050 | ||||||||||||||||||||||||||||||||||
Ricardo Cardenas | — | 209,783 | (7,656 | ) | — | 1,845,632 | ||||||||||||||||||||||||||||||||||
Rajesh Vennam | — | 49,040 | (27,167 | ) | — | 252,932 | — | 144,763 | 1,789 | — | 399,484 | |||||||||||||||||||||||||||||
Ricardo Cardenas | — | 113,584 | (119,716 | ) | — | 1,643,504 | ||||||||||||||||||||||||||||||||||
Todd A. Burrowes | — | 88,964 | (37,026 | ) | — | 842,075 | 5,936 | 161,006 | 19,953 | — | 1,028,970 | |||||||||||||||||||||||||||||
Daniel J. Kiernan | — | 137,612 | (1,321 | ) | — | 3,131,431 | ||||||||||||||||||||||||||||||||||
M. John Martin | — | 89,269 | (396,469 | ) | 26,857 | 3,050,377 | — | 190,662 | (66,101 | ) | 22,094 | 3,152,845 |
(1) | Reflects the deferred Salary or Bonus amounts for each of the NEOs during fiscal |
(2) | Reflects the Company’s annual contribution to the FlexComp Plan made in July |
|
No benefits have accrued under the Retirement Income Plan for Darden Restaurants, Inc. (RIP) since December 31, 2014. In April 2018, our Benefit Plans Committee approved the termination of the RIP effective as of September 30, 2018. Pursuant to an agreement entered into on November 19, 2019, the RIP’s remaining assets and liabilities were transferred to a third-party annuity provider (and, in certain cases, the Pension Benefit Guaranty Corporation). Mr. Lee is eligible for a single life annuity payable monthly at age 65 in the amount of $386.29 per month. Mr. Lee is eligible to commence benefits immediately following termination of employment. Benefits may commence at an earlier date (subject to actuarial reduction) and/or in a different form (on an actuarially equivalent basis). The Company does not maintain any other qualified defined benefit plans following the RIP’s termination.
Potential Payments Upon Termination or Change in Control
The Company has entered into Change in Control Agreements (CIC Agreements) with Messrs. Burrowes, Cardenas, Lee,Kiernan, Martin and Vennam. The Company’s typical practice is not to enter into employment agreements with the NEOs. The following summarizes the potential payments to be made to NEOs upon termination of their employment or a change in control of the Company.
Payments Made Upon Any Termination of Employment. Regardless of the manner in which an NEO’s employment terminates, the NEO is entitled to receive amounts earned during the NEO’s term of employment. Such amounts include:
Accrued but unpaid base salary through the date of termination;
• | Accrued but unpaid base salary through the date of termination; |
Unreimbursed employment-related expenses and other benefits owed to the NEO under the Company’s employee benefit plans or policies;
• | Unreimbursed employment-related expenses and other benefits owed to the NEO under the Company’s employee benefit plans or policies; |
Accrued but unpaid vacation;
• | Accrued but unpaid vacation; |
The NEO, if eligible, will receive a Company contribution in a health reimbursement account to be used to reimburse eligible medical expenses, if applicable;
• | The NEO, if eligible, will receive a Company contribution in a health reimbursement account to be used to reimburse eligible medical expenses, if applicable; |
• | The NEO’s FlexComp account balance; and |
62 Darden Restaurants, Inc.
The NEO’s FlexComp account balance; and
The NEO’s Darden Savings Plan account, if applicable.
• | The NEO’s Darden Savings Plan account, if applicable. |
These payments made upon termination do not differ from payments made upon termination to all employees. In addition, the NEO will continue to be able to exercise any vested stock options for a period of three months following termination of employment, or for a longer period if the NEO is eligible for early or normal retirement or in certain other situations described below.
Payments Made Upon Early Retirement. In the event of the early retirement of an NEO who has reached age 55 with ten or more years of service, in addition to the items identified under the heading “Payments Made Upon Any Termination of Employment”:
The NEO will be entitled to receive prorated vesting of each option grant, and be allowed to exercise such option for the lesser of five years or the remainder of the original term;
• | The NEO will be entitled to receive prorated vesting of each option grant, and be allowed to exercise such option for the lesser of five years or the remainder of the original term; |
The NEO will be entitled to receive prorated vesting of each outstanding RSU grant, based on the number of months of service completed out of the total number of months in the original RSU vesting period;
The NEO will continue to vest in a prorated share of grants of PSUs based on Company performance for the remainder of the applicable PSU performance period; and
The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served.72 Darden Restaurants, Inc.
• | The NEO will be entitled to receive prorated vesting of each outstanding RSU grant, based on the number of months of service completed out of the total number of months in the original RSU vesting period; |
• | The NEO will continue to vest in a prorated share of grants of PSUs based on Company performance for the remainder of the applicable PSU performance period; and |
• | The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served. |
Payments Made Upon Normal Retirement for Awards Granted Prior to July 29, 2020. In the event of the retirement of an NEO who has reached age 65 with five or more years of service, in addition to the items identified under the heading “Payments Made Upon Any Termination of Employment”:
The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term;
• | The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term; |
The NEO will vest in all outstanding RSUs; and
• | The NEO will vest in all outstanding RSUs; and |
• | The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period. |
The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period.
Payments Made Upon Normal Retirement for Awards Granted After July 28, 2020. In the event of the retirement of an NEO who has reached age 55 and also his or her age plus years of service equals or exceeds 75, in addition to the items identified under the heading “Payments Made Upon Any Termination of Employment”:
The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term;
• | The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term; |
The NEO will vest in all outstanding RSUs;
• | The NEO will vest in all outstanding RSUs; |
The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period; and
• | The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period; and |
• | The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served. |
The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served.
Payments Made Upon Disability. The Company pays for long-term disability coverage for the NEOs and the amount paid for the insurance is included in the “All Other Compensation” column in the Summary Compensation Table. In the event of disability, the NEO will receive the items identified under the heading “Payments Made Upon Any Termination of Employment” above. In addition, the NEO is entitled to the following benefits, which are also available to employees with disability coverage:
• | The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term; |
The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term;
• | The NEO will vest in all outstanding RSUs; |
• | The NEO will vest in all outstanding PSUs on a pro rata basis based on Company performance for the remainder of the original PSU performance period; |
• | The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served; |
• | Up to 90 days of salary continuation; |
• | Up to two-thirds of eligible pay with a maximum annual benefit of $180,000 payable to age 65 starting on the 91st day of disability; and |
• | Continued eligibility for group medical, life, and dependent life coverage for 52 weeks. |
20222023 Proxy Statement 6373
The NEO will vest in all outstanding RSUs;
The NEO will vest in all outstanding PSUs on a pro rata basis based on Company performance for the remainder of the original PSU performance period;
The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served;
Up to 90 days of salary continuation;
Up to two-thirds of eligible pay with a maximum annual benefit of $180,000 payable to age 65 starting on the 91st day of disability; and
Continued eligibility for group medical, life, and dependent life coverage for 52 weeks.
Payments Made Upon Death. The Company pays for life insurance coverage for the NEOs and the amount paid for the insurance is included in the “All Other Compensation” column in the Summary Compensation Table. The life insurance benefit for the NEOs is equal to four times salary and bonus, with a maximum amount of coverage of $1,500,000. For accidental death, the benefit is twice the amount of the regular coverage with a maximum amount of coverage of $3,000,000. An additional $500,000 may be paid if death occurs while traveling on business. These benefits would be paid from term life insurance policies maintained by the Company. In the event of death, the beneficiary or estate of the NEO (as applicable) will receive the items identified under the heading above entitled “Payments Made Upon Any Termination of Employment,” except that the NEO would be fully vested in any employer contributions under the Darden Savings Plan upon death.
Stock options, restricted stock, restricted stock units and PSUs will vest in full and stock options will be exercisable for the remainder of the original term.
Payments Made Upon Involuntary Termination Without Cause. In general, the Company may, but is not obligated to, provide separation pay and benefits to its employees in the event the employee is involuntarily terminated without cause. If provided, the separation pay and benefits available are generally contingent upon the Company receiving a general release of claims from the employee. In addition to the items identified under the heading above entitled “Payments Made Upon Any Termination of Employment,” such benefits to an executive officer may include severance payments of up to 12 months’ base salary and up to 12 times the monthly value of the Company’s contribution to health insurance benefits, among other benefits as the Company may determine to be appropriate under the specific circumstances.
For awards granted prior to July 29, 2020, if the executive’s age plus his or her years of service equals or exceeds 70 and the executive is involuntarily terminated without cause, accelerated vesting will be applied to a pro rata portion of the outstanding stock options, RSUs, and PSUs. Stock options will be exercisable for the lesser of five years or the remainder of the original term.
For awards granted on or after July 29, 2020, if the executive is involuntarily terminated without cause, accelerated vesting will be applied to a pro rata portion of the outstanding stock options, RSUs, and PSUs. Stock options will be exercisable for the lesser of five years or the remainder of the original term.
Alternative Normal Retirement Treatment for Mr. Lee’s Equity Awards Granted Starting in Fiscal 2020. Beginning with equity awards granted to Mr. Lee for fiscal 2020, new forms of former CEO award agreements govern the terms of those awards. The terms and conditions of the former CEO award agreements relating to the alternative treatment of outstanding awards upon retirement are as follows:
“Normal Retirement” is defined in the former CEO award agreements as retirement after attaining age 60, completing ten years of service and providing at least six months advance notice of termination.
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The former CEO Option Agreement provides that upon a Normal Retirement, unvested portions of the option award do not automatically vest, but continue to vest along the original vesting schedule so long as there is compliance with post-termination restrictive covenants.
Similarly, the former CEO RSU Agreement provides that upon a Normal Retirement, unvested portions of the restricted stock unit award do not automatically vest, but continue to vest along the original vesting schedule so long as there is compliance with post-termination restrictive covenants.
Payments Made Upon a Change in Control. The Company has entered into CIC Agreements with Messrs. Burrowes, Cardenas, Lee,Kiernan, Martin and Vennam. The CIC Agreements provide for, contingent upon the NEO executing a release of claims against the Company and complying with the non-competition, non-solicitation, confidentially and other restrictive covenants, severance payments equal to one and one half times the sum of the NEO’s base salary and target annual bonus for Messrs. Burrowes, Cardenas (prior to his appointment as CEO effective May 30, 2022),Kiernan, Martin, and Vennam and equal to two times the sum of base salary and target annual bonus in the case of Mr. Lee (and Mr. Cardenas upon his appointment as CEO effective May 30, 2022).Cardenas. In addition, the CIC Agreements provide for payments of an amount equal to 18 times the monthly COBRA charge in effect on the date of termination for the Company-provided group health plan coverage in effect on the date of termination for each of Messrs. Burrowes, Cardenas (prior to his appointment as CEO effective May 30, 2022),Kiernan, Martin, and Vennam and 24 times the monthly charge for Mr. Lee (and Mr. Cardenas, upon his appointment as CEO effective May 30, 2022), less the monthly active employee charge for such coverage on the date of termination, if the NEO is terminated without cause or voluntarily terminates employment with good reason within two years of a change in control. The severance (including accelerated vesting of equity) associated with a change in control as estimated in the table below may be reduced to avoid the “golden parachute” 20 percent excise tax under federal law. The NEO may receive his full severance payment only if the net amount payable to NEO, after taking into account all taxes (including the 20 percent excise tax), would be least 10 percent higher than the net after-tax amount that would otherwise be payable by limiting severance to avoid the 20 percent excise tax. The CIC Agreement provides for an initial term ending on December 31 of the year the agreement is first in effect, and extended on December 31 of
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each year for a period of one year, unless prior notice is given by the Company that the agreement will not be extended.
Under the CIC Agreement, “Change in Control” means:
Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of either (x) the then-outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities);
• | Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of either (x) the then-outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities); |