Charles Sonsteby

About Charles M. Sonsteby

Charles M. Sonsteby is a 71-year-old independent director of Darden Restaurants, Inc. (DRI), serving since 2014 and currently sitting on the Audit, Finance, and Nominating & Governance Committees . He is designated by the Board as an “audit committee financial expert,” reflecting deep finance and accounting expertise; the Board affirmed his independence status under NYSE rules in 2025 . Sonsteby’s background includes senior finance leadership across retail and casual dining, notably as retired Vice Chairman and former CFO/CAO of The Michaels Companies, and CFO/EVP of Brinker International (Chili’s, Maggiano’s), supporting board effectiveness in oversight of financial reporting, capital structure, and risk .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (member), Finance (member), Nominating & Governance (member); not a committee chair in FY2025 .
• Independence: Board affirmatively determined Sonsteby is independent under NYSE rules; Audit and Compensation Committees comprised solely of independent directors .
• Financial expertise: Designated as an “audit committee financial expert” (SEC definition), with financial literacy affirmed for Audit Committee membership .
• Attendance and engagement: Board met 5 times in FY2025; all incumbent directors met at least 75% aggregate attendance on Board/standing committees. Board held executive sessions each quarterly meeting .
• Ownership alignment: Directors must hold at least 5× the annual cash retainer in Darden stock; as of May 25, 2025, all directors were compliant or on track. Hedging and pledging of Company securities are prohibited for directors and officers .

Fixed Compensation

Current director compensation program structure:

• Equity for directors paid 100% in RSUs, fair value $185,000 at grant date; vest on earlier of 1-year or next annual meeting. Directors may elect to defer receipt until completion of Board service; dividend equivalents accrue on RSUs to extent vested .
• Cash retainers: Board $100,000; committee member retainers—Audit $17,500, Compensation $12,500, Nominating & Governance $10,000, Finance $7,500; committee chair retainers—Audit $35,000, Compensation $25,000, Nominating & Governance $20,000, Finance $15,000 .

Performance Compensation

• Non-employee director compensation at Darden is not performance-based; directors receive annual RSUs with time-based vesting and may defer settlement; there are no option grants or PSUs for directors .

Sonsteby elected to defer settlement of his FY2025 RSUs, reinforcing alignment via longer holding periods .

Other Directorships & Interlocks

• Current public company board: Valvoline, Inc. (since 2016) .
• Related party transactions: Darden reports no related party transactions requiring disclosure in FY2025 (Item 404, Reg S-K), mitigating conflict risk .
• Board service limits: Darden guidelines cap directors at not more than four other public boards; the Nominating & Governance Committee annually reviews time commitments. Sonsteby’s single external public directorship is within policy .

Expertise & Qualifications

• Finance and accounting: Former CFO roles at Michaels and Brinker; designated audit committee financial expert; financially literate .
• Restaurant operations and leadership: Executive leadership at Brinker (casual dining), relevant to Darden’s operating context .
• Corporate governance: Multi-committee Darden service (Audit, Finance, Nominating & Governance) over 11 years of tenure .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with audit committee financial expert designation; enhances oversight of financial reporting and risk .
  • Deep operating and finance experience in restaurant and retail sectors; relevant to Darden’s business model .
  • Multi-committee service (Audit, Finance, Nominating & Governance) indicates broad engagement; Board held quarterly executive sessions in FY2025 .
  • Stock ownership aligned with policy (5× cash retainer) and RSU deferral election, supporting long-term alignment; no hedging/pledging permitted .
  • Board reports no related party transactions for FY2025, reducing conflict risk .
  • Attendance: Board met five times; all incumbent directors met at least 75% aggregate attendance across Board/committee meetings .

• Watch items / potential investor signals:

  • “All Other Compensation” for Sonsteby ($174,759) arises from dividend equivalents on deferred stock units and vested RSUs; while consistent with program design, investors should monitor the balance between cash/equity and dividend-equivalent accruals as part of overall director pay mix .
  • External board seat at Valvoline (since 2016) appears within Darden’s board service limits; Darden discloses no related party transactions, but investors may periodically reassess any evolving supply-chain or commercial interlocks (none disclosed by Darden for FY2025) .

• Compensation governance (context):

  • Director compensation program uses RSUs with time-based vesting; no options/PSUs for directors; peer-reviewed by independent consultant (Pearl Meyer); mandatory stock ownership; clawbacks apply to incentive compensation (executive context) and strict insider trading policy .
  • Shareholder support for executive pay (say-on-pay) was ~95.17% at 2024 annual meeting, suggesting broad governance confidence; Board again seeks advisory approval in 2025 .