Daryl Kenningham
DARDEN RESTAURANTSAbout Daryl A. Kenningham
Daryl A. Kenningham (age 61) is an independent director at Darden Restaurants, Inc. (DRI) serving since December 9, 2024; as of the 2025 proxy he had approximately eight months of tenure on the board . He is the Chief Executive Officer (since January 2023) and President (since August 2022) of Group 1 Automotive, Inc., with prior senior roles including COO (2022), President of U.S. Operations (2017–2022), and Regional Vice President (2011–2017); earlier roles include COO of Ascent Automotive (2010–2011) and senior executive roles at The Friedkin Group (1998–2011) . The Board has affirmatively determined he is independent under NYSE rules, and designated him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Group 1 Automotive, Inc. | CEO | Jan 2023–present | Senior executive leadership; financial and operational oversight |
| Group 1 Automotive, Inc. | President | Aug 2022–present | Executive leadership; strategy and operations |
| Group 1 Automotive, Inc. | COO | 2022 | Operations leadership |
| Group 1 Automotive, Inc. | President, U.S. Operations | 2017–2022 | U.S. operations leadership |
| Group 1 Automotive, Inc. | Regional VP | 2011–2017 | Regional operations leadership |
| Ascent Automotive | COO | 2010–2011 | Operational leadership |
| The Friedkin Group | Senior executive roles | 1998–2011 | Senior executive experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Group 1 Automotive, Inc. | Director | Since 2022 | Committee roles not disclosed in DRI proxy |
Board Governance
- Committee memberships: Audit Committee (member) and Compensation Committee (member) .
- Audit Committee: Kenningham joined upon his appointment; Board designated him an “audit committee financial expert” alongside other members .
- Compensation Committee: Member during fiscal 2025; current committee consists of Chair Timothy J. Wilmott and members Daryl A. Kenningham and William S. Simon .
- Independence: The Board affirmatively determined Kenningham is independent; eight of nine nominees are independent .
- Attendance and engagement: In fiscal 2025 the Board met five times and, for the period of service, each incumbent director attended at least 75% of Board and committee meetings; the Board met in executive session at each quarterly meeting .
- Governance practices: All committees are composed solely of independent directors; annual elections; majority vote standard; annual committee and Board self-assessments; executive sessions; shareholders can call special meetings at 10% .
Fixed Compensation
| Item | Fiscal 2025 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $60,000 | Includes pro-rated Board and committee retainers; may be delivered as cash or RSUs |
| RSUs in lieu of cash fees | 302 units; $59,782 market value | Immediately vested; settlement may be deferred; units based on grant-date closing price |
Director Program context: Annual cash retainer $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. Directors may elect RSUs in lieu of cash, immediately vested; dining benefit provided to enable on-site brand experience .
Performance Compensation
| Grant | Grant Date | Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (pro-rated) | Dec 9, 2024 | 823 | $138,791 | RSUs vest on the earlier of first anniversary or next annual meeting; dividend equivalents accrue; settlement may be deferred |
| RSUs in lieu of cash fees | Various | 302 | $59,782 | Immediately vested; settlement may be deferred |
- Director equity is time-vested RSUs; no performance metric linkage for director awards disclosed (no options/PSUs for directors) .
Other Directorships & Interlocks
| Company | Relationship to DRI | Potential Interlock/Conflict |
|---|---|---|
| Group 1 Automotive, Inc. | Unrelated industry (automotive retail) | No related-party transactions required to be reported; Board concluded any ordinary-course transactions with director-affiliated entities were immaterial in FY2025 |
- Time-commitment controls: Corporate Governance Guidelines limit service to not more than four other public company boards and require annual review of directors’ time commitments and audit-committee load limits (≤3 audit committees); Nom & Gov Committee oversees compliance .
Expertise & Qualifications
- Designated “audit committee financial expert”; Board determined Audit Committee members (including Kenningham) are financially literate and independent .
- Nominating & Governance Committee highlighted his extensive operational and strategic planning experience, financial expertise, and significant executive officer experience as qualifications for Board service .
- Risk oversight exposure via Audit and Compensation Committees per Darden’s ERM framework and compensation-risk reviews .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 302 shares; <1% of outstanding |
| RSUs outstanding (as of May 25, 2025) | 823 units |
| Director ownership guideline | ≥5x annual cash retainer ($500,000 equivalent) |
| Compliance status | All directors were in compliance or on track as of May 25, 2025 |
| Hedging/pledging policy | Prohibits short sales, derivatives, hedging and pledging for directors/officers; no margin accounts |
Governance Assessment
- Strengths: Independent director with dual committee service (Audit and Compensation) and audit financial expert designation; strong operational background at a large public company; attendance thresholds met during FY2025 service period; robust insider trading, hedging/pledging prohibitions; stock ownership guidelines with mandatory holding until compliance; Board conducts executive sessions and annual self-assessments .
- Alignment: Director pay mix emphasizes equity via RSUs; option/PSU-style at-risk instruments not used for directors, which is consistent with standard governance practices; shareholder say‑on‑pay approval of 95.17% at 2024 meeting signals investor support for compensation governance broadly .
- Conflicts and red flags: No related-party transactions required to be reported; Board independence affirmed; none noted for hedging/pledging, tax gross-ups or option repricing; committee consultant independence affirmed (Pearl Meyer) .
- Watch items: Executive role at Group 1 Automotive elevates time‑commitment risk; mitigated by Darden’s guideline limits and Nom & Gov annual review of director workloads and audit committee memberships .
Overall signal: Kenningham’s committee assignments and financial expertise bolster Board effectiveness; absence of related-party issues and adherence to ownership and trading policies support investor confidence, with limited risk centered on external CEO time commitments monitored under Darden’s governance framework .