Cynthia Jamison
DARDEN RESTAURANTSAbout Cynthia T. Jamison
Independent Chair of the Board at Darden Restaurants (director since 2014), age 65 with 11 years of board tenure. A retired turnaround CFO, she is a CPA (Illinois), NACD Fellow, and former member of FASB’s Financial Accounting Standards Advisory Council (FASAC). She previously served eight years as Darden’s Audit Committee Chair before being elected independent Board Chair in September 2023, bringing deep financial oversight and governance experience. Current public boards include The ODP Corporation (since 2013) and International Flavors & Fragrances (since 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AquaSpy, Inc. | Chief Financial Officer | 2010–2013 | Turnaround CFO experience |
| Tatum, LLC | Partner; led CFO Practice (responsible for 300+ CFO partners); multiple interim CFO/COO roles across public/private companies | Pre-2010 (years not specified) | Operating Committee member; extensive transformation/finance leadership |
| Chart House Enterprises (public restaurant co.) | Chief Financial Officer | 1998–1999 | Public company CFO; industry-relevant finance expertise |
| Allied Domecq Retailing USA; Kraft General Foods; Arthur Andersen | Various executive/finance roles | Not disclosed | Foundational finance, operations, and accounting background |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The ODP Corporation (Office Depot) | Director | Since 2013 | Current public directorship |
| International Flavors & Fragrances (IFF) | Director | Since 2025 | Current public directorship |
| Big Lots, Inc. | Non-Executive Chairman; Director | 2015–2025 | Prior public board service in last five years |
| Tractor Supply Company | Director | 2002–2023 | Prior public board service |
Board Governance
- Independence and role: Independent Chair of the Board; eight of nine nominees independent in 2025; committees comprised solely of independent directors .
- Committee assignments at DRI: As Board Chair, not assigned to standing committees (historically served 8 years as Audit Committee Chair; rolled off Compensation Committee in Sept 2023) .
- Attendance and engagement: Board met five times in FY2025; each incumbent director attended at least 75% of Board/committee meetings for the period served; the Board held executive sessions at each quarterly meeting in FY2025 .
- Director election governance: Annual election; majority vote standard in uncontested elections with mandatory resignation policy for <50% support .
Fixed Compensation
| Item (Directors) | FY2024 | FY2025 |
|---|---|---|
| Board cash retainer | $100,000 | $100,000 |
| Annual equity grant (RSUs) | $175,000 | $185,000 |
| Chair of the Board – cash retainer | $50,000 | $100,000 |
| Chair of the Board – equity (RSUs) | $100,000 | $100,000 |
| Audit Chair cash retainer | $35,000 | $35,000 |
| Compensation Chair cash retainer | $25,000 | $25,000 |
| Nominating & Governance Chair cash retainer | $20,000 | $20,000 |
| Finance Chair cash retainer | $15,000 | $15,000 |
Notes: Cash retainers are paid quarterly; directors may elect RSUs in lieu of cash, with immediate vesting and optional deferral; directors receive dividend equivalents on deferred/vested RSUs .
| Cynthia T. Jamison – Director Compensation ($) | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $150,000 | $184,341 |
| Stock Awards (Grant-date fair value) | $275,006 | $285,020 |
| All Other Compensation (primarily dividend equivalents) | $73,612 | $88,973 |
| Total | $498,618 | $558,333 |
Performance Compensation
| Equity Award Detail | FY2024 | FY2025 |
|---|---|---|
| Grant Date | Sep 20, 2023 | Sep 18, 2024 |
| Instrument | RSUs (Chair of the Board grant) | RSUs (Chair of the Board grant) |
| Units Granted | 1,840 | 1,791 |
| Grant-date Fair Value | $275,006 | $285,020 |
| Vesting | Earlier of 1-year anniversary or next annual meeting | Earlier of 1-year anniversary or next annual meeting |
| Deferral Elections | Elected to defer settlement | Elected to defer settlement |
Notes: Darden’s director equity is time-based RSUs; no performance metrics (e.g., TSR/EBITDA) are disclosed for non-employee director grants. Dividend equivalents accrue on deferred/vested RSUs .
Other Directorships & Interlocks
| Company | Relationship to DRI | Potential Conflict Notes |
|---|---|---|
| The ODP Corporation | Unrelated consumer/office products retailer | Board determined any ordinary-course transactions with entities affiliated with directors were immaterial in FY2025 and no Item 404 related-party transactions required to be reported . |
| International Flavors & Fragrances | Ingredients/biosciences supplier industry | No related-party transactions required to be reported; Board policy requires approval of any such transactions >$120,000 and exclusion from deliberations by interested director . |
| Big Lots (through 2025); Tractor Supply (through 2023) | Prior external boards | No Item 404 related-party transactions disclosed in 2024 or 2025 . |
Expertise & Qualifications
- Financial expert; extensive Audit Committee leadership and chair experience; senior management leadership in finance/strategy .
- CPA (Illinois); NACD Fellow; frequent NACD Master Class faculty; four-year appointment to FASAC (advisory to FASB) .
- Public company executive compensation and corporate governance experience .
Equity Ownership
| Ownership Measure | FY2024 | FY2025 |
|---|---|---|
| Beneficial Ownership (Common Shares) | 21,009 shares; <1% | 22,849 shares; <1% |
| RSUs included in beneficial ownership (vested/vesting within 60 days) | 14,048 units | 15,888 units |
| Outstanding RSUs (total outstanding awards) | 15,888 units (as of 5/26/2024) | 17,679 units (as of 5/25/2025) |
| Shares Pledged/Hedged | Prohibited by policy; directors may not hedge or pledge DRI stock | |
| Director Ownership Guideline | ≥5x annual Board cash retainer; all directors in compliance/on track (as of date noted) |
Note: Company policy prohibits short sales, options/derivatives, hedging, and pledging for directors, officers, and specified employees .
Governance Assessment
- Board effectiveness and independence: As independent Chair, Jamison separates leadership from management and brings extensive financial oversight (prior 8-year Audit Chair), consistent with best-practice governance; eight of nine nominees are independent; committees are fully independent .
- Attendance and engagement: Board met five times in FY2025 with executive sessions each quarter; incumbent directors (including Jamison) met the ≥75% attendance threshold for the period served .
- Compensation alignment for directors: Program emphasizes equity via RSUs and robust ownership guidelines (5x cash retainer), with optional deferral and dividend equivalents; Jamison’s Chair retainer doubled to $100,000 in FY2025 (from $50,000 in FY2024), while the annual director RSU grant rose to $185,000 from $175,000, signaling a modest increase in director pay scale while maintaining a strong equity component .
- Conflicts/related-party risk: The Board reported no Item 404 related-party transactions for FY2024 or FY2025 and concluded any ordinary-course interactions with entities affiliated with directors were immaterial; policy requires “qualified director” oversight and recusal for any interested transaction .
- Shareholder sentiment: Say-on-pay support was ~95.17% at the 2024 Annual Meeting, indicating generally positive investor confidence in compensation governance (context for overall pay philosophy; not director-specific) .
- RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, or low attendance. Note Chair cash retainer increase in FY2025 (from $50k to $100k), but overall program remains equity-heavy with strict ownership requirements .
Note on insider trades: Attempted to retrieve Form 4 transactions for “Jamison” at DRI (2020–2025) via the insider-trades skill, but the request returned an authorization error (401). We relied on proxy disclosures for beneficial ownership and RSU details .