James Fogarty

About James P. Fogarty

Independent director of Darden Restaurants since 2014 (tenure ~11 years in FY2025), age 57. He currently serves as CEO of FULLBEAUTY Brands (private), and is recognized by Darden’s Nominating & Governance Committee for operational and turnaround expertise with significant C‑suite experience across public and private companies. In FY2025 he chairs the Finance Committee and is a member of Nominating & Governance; the Board has affirmed his independence under NYSE rules (eight of nine nominees are independent). The Board met five times in FY2025; each incumbent director, including Fogarty, attended at least 75% of Board and committee meetings, and the Board held executive sessions at each quarterly meeting .

Past Roles

External Roles

Board Governance

• Committee assignments by year:

  Committee	FY2023	FY2024	FY2025
  Compensation	Chair	Chair; committee met 5x, independent membership	Member (Comp Chair is T. Wilmott)
  Finance	Member	Member	Chair
  Nominating & Governance	Member	Member	Member
  Audit	—	—	—

• Independence: Board affirmed Fogarty is independent (only CEO Cardenas is non‑independent in FY2025) .

• Attendance and engagement: Board met five times in FY2025; each incumbent director attended ≥75% of combined Board/committee meetings; executive sessions held at each quarterly meeting .

• Director compensation oversight: Nominating & Governance Committee uses Pearl Meyer (independent consultant) to review director compensation; all non‑employee directors deemed independent; program draws RSUs from shareholder‑approved plan .

• Related‑party policy: N&G reviews conflicts; Board must pre‑approve “Interested Transactions” >$120k; no related‑party transactions required to be reported for FY2025; Board concluded any ordinary‑course transactions with entities affiliated with directors were immaterial .

• Say‑on‑pay support (signal of compensation governance):

  Year of Meeting	Approval (% of votes cast)
  2022	~95.9%
  2023	~96.5%
  2024	~95.17%

Fixed Compensation

• Current Director Compensation Program (effective since Sept 2023):

  Component	Amount
  Annual cash retainer (all directors)	$100,000
  Annual equity grant (RSUs)	$185,000 fair value
  Committee chair retainers	Audit $35,000; Compensation $25,000; N&G $20,000; Finance $15,000
  Committee member retainers	Audit $17,500; Compensation $12,500; N&G $10,000; Finance $7,500
  Chair of the Board	$100,000 cash + $100,000 RSUs
  Lead Independent Director	$60,000 RSUs

• Fogarty’s reported director compensation:

  Metric	FY2023	FY2025
  Fees Earned or Paid in Cash ($)	$125,934	$119,931
  Stock Awards ($)	$160,030	$184,921
  Option Awards ($)	—	—
  All Other Compensation ($)	$4,799 (dividend equivalents)	$44,265 (dividend equivalents)
  Total ($)	$290,763	$349,118

Performance Compensation

• Annual director RSU grants and vesting:

  Metric	FY2023	FY2024	FY2025
  RSU units granted	1,219 (all non‑chair directors)	1,171 (all non‑chair directors)	1,162 (all non‑chair directors)
  Grant date	Sep 21, 2022	Sep 20, 2023	Sep 18, 2024
  Grant date fair value ($)	$160,030	$175,018	$184,921
  Vesting terms	Earlier of 1 year or next annual meeting	Earlier of 1 year or next annual meeting	Earlier of 1 year or next annual meeting

• Dividend equivalents (Fogarty):

  Metric	FY2024	FY2025
  RSUs that vested – dividend equivalents ($)	$23,922.46	$6,241
  Deferred stock units – dividend equivalents ($)	$35,580	$38,024

Directors may elect to receive immediately vested RSUs in lieu of cash fees (settlement may be deferred); RSUs earn dividend equivalents to the extent they vest .

Other Directorships & Interlocks

Expertise & Qualifications

• N&G Committee concluded Fogarty is qualified due to operational and turnaround experience and significant executive officer/director experience across public and private companies .
• Extensive C‑suite finance and operations background (CFO at Levi Strauss; CEO roles at American Italian Pasta, Charming Shoppes; Managing Director at Alvarez & Marsal; crisis COO at Lehman Brothers Holdings) .

Equity Ownership

Governance Assessment

• Committee leadership and expertise: Fogarty’s transition from Compensation Chair (FY2023–FY2024) to Finance Chair (FY2025) aligns with his finance/turnaround background; Compensation Committee remained fully independent with defined processes and no interlocks, supporting pay governance quality .
• Independence and attendance: Affirmed independent; attended ≥75% of meetings; Board held regular executive sessions — positive engagement signals .
• Director pay structure and alignment: Pay mix emphasizes equity via annual RSUs with simple time‑based vesting; Fogarty’s FY2025 pay comprised $119,931 cash fees and $184,921 stock awards, plus $44,265 dividend equivalents — consistent with the standardized program and use of RSUs to align with shareholders .
• Ownership and risk controls: Beneficial ownership of 32,176 shares, RSU accumulation, compliance/on‑track with ownership guidelines, and strict bans on hedging/pledging reduce misalignment risk; no related‑party transactions required to be reported in FY2025 .
• Shareholder confidence indicators: Strong say‑on‑pay approvals (95–96% range across recent years) support investor confidence in compensation oversight during Fogarty’s tenure on Compensation and Finance committees .

RED FLAGS: None disclosed — no related‑party transactions, no hedging/pledging, attendance threshold met, and committee independence affirmed .