DARDEN RESTAURANTS INC

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

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 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 fiscal August.

Annual Incentive Plan

As discussed above, we provided annual cash incentive opportunities to our NEOs for fiscal year 2024 pursuant to the Darden Restaurants, Inc. Annual Incentive Plan adopted effective June 1, 2020. In June 2023, the Compensation Committee set targets and metrics for fiscal 2024. 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 2024 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:

74 Darden Restaurants, Inc.

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.

One of Company’s key compensation performance metrics is 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-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. 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, Vennam, and Broad for fiscal 2024 is the Darden Company Performance Rating.

For our NEOs who lead restaurant brands or segments during fiscal 2024, Messrs. Burrowes and Kiernan, Company Performance Rating is determined as 20% multiplied by the Darden Company Performance Rating plus 80% multiplied by the applicable Business Unit Performance Rating. For fiscal 2024, Mr. Burrowes is rewarded according to the LongHorn Performance Rating and Mr. Kiernan is rewarded according to the Olive Garden Performance Rating.

Darden Company Performance Rating

Olive Garden Performance Rating

LongHorn Performance Rating

The Compensation Committee (and the independent directors, with respect to Mr. 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. Consistent with the plan for fiscal 2023, the payout curves for the fiscal 2024

2024 Proxy Statement 75 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 Mr. Cardenas) evaluated the Company’s financial performance and certified the following performance results and the Company Ratings as follows:

** Darden Adjusted Diluted Net EPS is a non-GAAP number, reconciliation to the nearest GAAP number is as follows:

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The final individual annual incentive awards for the NEOs employed by the Company as of the end of fiscal 2024 as determined by the Compensation Committee (and the Board with respect to Mr. Cardenas) are set forth below.

(1)

Actual awards are based on actual salary paid during fiscal 2024

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 2023 for the fiscal 2024 grants were made under the 2015 Plan.

For fiscal 2024, we made no changes to our long-term incentive plan compared to fiscal 2023. 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 reference index set as the S&P 500 Index. The maximum payout opportunity percentage was 200%, consistent with the fiscal 2023 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):

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Share denominated units;

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Vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date;

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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

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Settled in stock, with dividends paid in cash at time of settlement.

Stock Options (1/4 of the grant value):

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Granted with an exercise price equal to the closing stock price on the grant date;

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Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date; and

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Maximum term of 10 years.

Restricted Stock Units (1/4 of the grant value):

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Share denominated units;

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Vest 100 percent on the third anniversary of the grant date; and

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Settled in stock, with dividends paid in cash at the time of settlement.

2024 Proxy Statement 77

Fiscal 2024 Annual Long-Term Incentive Grants

The Compensation Committee (and the Board with respect to Mr. Cardenas) approved grants to the following NEOs, effective July 26, 2023 in accordance with the plan design, as detailed below:

(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 2024 was the final year of the three-year performance period for PSUs that were granted at the beginning of fiscal 2022 for the performance period covering fiscal 2022-2024 (the 2022 grants). For the 2022 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 28, 2024 and the remaining earned PSUs will vest on July 28, 2025. Payout of the PSUs is based on three-year relative total shareholder return (TSR) versus the S&P 500 Index.

The Compensation Committee certified that the Company’s three-year TSR performance ranked at the 58th 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.

(1)

Straight line interpolation between 25th and 75th percentiles, capped at 200% of target based on targets under the 2022 grants.

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NEO Total Compensation Changes for Fiscal 2025

In accordance with our annual review process, the Compensation Committee (and the Board with respect to the President 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 June 2024, the Board with respect to the President and the CEO, and the Compensation Committee with respect to the other 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 2025, 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 the NEOs were effective July 29, 2024.

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