John Madonna
DARDEN RESTAURANTSAbout John Madonna
John W. Madonna, age 49, is Darden’s Senior Vice President and Corporate Controller since 2016; prior roles include Senior Vice President, Accounting (2015), Vice President and Senior Director of Corporate Reporting (2014–2013), Director, Corporate Reporting (2010–2013), and Manager, Corporate Reporting (2005–2009), with a rotation to LongHorn Steakhouse as Manager, FP&A in 2009 . Company performance during the most recent fiscal year included diluted net EPS of $8.88, sales of $12.1B, same-restaurant sales (SRS) growth of 2.0%, and TSR of 11.3% for FY2025 . Over the FY2023–FY2025 PSU performance period, Darden’s three-year relative TSR ranked at the 84th percentile, yielding a 200% PSU payout under company plans . Note: Education credentials are not disclosed in the proxy; Madonna’s Section 16 Form 4 filed on March 27, 2025 was late due to an administrative oversight .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Darden Restaurants | Senior Vice President, Corporate Controller | 2016–present | Corporate controllership, accounting oversight |
| Darden Restaurants | Senior Vice President, Accounting | 2015 | Enterprise accounting leadership |
| Darden Restaurants | Vice President, Corporate Reporting | 2014 | External reporting leadership |
| Darden Restaurants | Senior Director, Corporate Reporting | 2013 | Reporting process management |
| Darden Restaurants | Director, Corporate Reporting | 2010–2013 | SEC reporting, controls |
| LongHorn Steakhouse (Darden) | Manager, FP&A | 2009 | Brand-level financial planning |
| Darden Restaurants | Manager, Corporate Reporting | 2005–2009 | Corporate reporting execution |
External Roles
No external directorships or outside public company roles are disclosed for Madonna in Darden’s 2024–2025 proxy statements .
Fixed Compensation
The proxy describes the Total Rewards program (base salary, annual incentives, long‑term incentives, modest perquisites, health/retirement plans) but does not disclose individual base salary or target bonus percentages for executive officers who are not NEOs (Madonna is not listed among NEOs) . Annual salary reviews occur at the June Compensation Committee meeting, with changes generally effective in fiscal August; perquisites include car allowance, limited financial planning reimbursement, unsubsidized liability insurance, and executive physical program .
Performance Compensation
Annual Incentive Plan – Company Metrics (FY2025)
Madonna’s specific target bonus percent and payout are not disclosed; the company’s AIP metrics and results (which underpin executive incentive payouts) are below.
| Metric | Minimum | Target | Maximum | Weight | Actual Result | Company Rating (% of Target) |
|---|---|---|---|---|---|---|
| Darden Adjusted Diluted Net EPS (FY2025) | $8.79 | $9.48 | $10.17 | 70% | $9.55 | 100% |
| Darden same‑restaurant sales growth (FY2025) | (1.0)% | 1.9% | 4.8% | 30% | 2.0% | 100% |
Notes: Company AIP uses weighted EPS and SRS growth; brand leaders use blended Darden + business unit metrics .
Long‑Term Incentives – Award Mix and PSU Design
| LTI Element | Design | Vesting | Payout mechanics |
|---|---|---|---|
| Performance Stock Units (PSUs) | 50% of LTI grant value; relative TSR vs S&P 500 | 50% vests 3rd anniversary; 50% vests 4th anniversary (after 3-year performance period) | 0–200% based on 3‑yr relative TSR |
| Stock Options | 25% of LTI grant value | 50% vests 3rd anniversary; 50% vests 4th anniversary; 10‑year term; strike at grant date close | Value subject to stock price appreciation |
| RSUs | 25% of LTI grant value | 100% vests 3rd anniversary; dividends paid at settlement | Settled in stock |
PSU performance FY2023–FY2025: Relative TSR result 84th percentile → earned percentage 200% .
Equity Ownership & Alignment
Policies and Governance
- Hedging and pledging prohibited for officers and directors; short sales and derivatives are barred; mandatory holding until ownership guidelines met; robust stock ownership requirements are monitored by the Compensation Committee .
- Clawback policy requires recovery of incentive‑based compensation from current/former executive officers following a financial restatement, covering the preceding three fiscal years; applies to annual incentives and PSUs .
Insider Transactions and Filing Practices
| Date | Transaction | Shares | Price | Proceeds | Post‑transaction holdings |
|---|---|---|---|---|---|
| 2025‑03‑24 | Sale of common stock (Form 4) | 1,806 | ~$207.88 avg | ~$375,433 | 7,191.872 shares reported remaining (incl. ESPP/dividend reinvestment) |
| 2025‑03‑27 | Form 4 filing timeliness | — | — | — | Filed late due to administrative oversight (Section 16(a)) |
Vesting Schedules (Company‑wide)
| Award type | Vesting schedule | Term |
|---|---|---|
| RSUs | 100% at third anniversary of grant | N/A |
| Options | 50% at third and 50% at fourth anniversary; strike ≥ fair market value at grant; non‑qualified | 10 years |
| PSUs | Earned over 3 years on relative TSR; earned shares vest 50% on third and 50% on fourth anniversary | 0–200% payout range |
Ownership as a percent of shares outstanding, pledged shares, and guideline compliance status for Madonna are not disclosed in the proxy .
Employment Terms
- Employment agreements: The company does not maintain employment agreements for NEOs; no individual employment agreement for Madonna is disclosed .
- Change‑in‑control: NEOs have CiC agreements providing severance of 1.5–2.0x base salary and target bonus upon qualifying termination within 24 months of a change in control; no CiC agreement for Madonna is disclosed .
- Insider trading policy governs trading windows and prohibits hedging/pledging; clawback policy applies to incentive pay .
Investment Implications
- Alignment: Company’s heavy use of PSUs tied to relative TSR (0–200%) and multi‑year vesting for options/RSUs aligns executive compensation with shareholder returns and discourages short‑termism; hedging/pledging prohibitions and clawback add governance discipline .
- Disclosure gap: As a non‑NEO executive officer, Madonna’s individual salary/bonus targets and LTI grant sizes are not disclosed, limiting precision in pay‑for‑performance analysis; investors should monitor Form 4s for ongoing insight into ownership and award activity .
- Trading signal: The March 24, 2025 sale (~$375K) near a 52‑week high appears a modest liquidity event rather than unusually large insider selling; continued watch for patterns is prudent, noting the late filing was administrative per the proxy .
- Company performance context: FY2025 delivery (EPS, SRS, TSR) and 200% PSU payout on FY2023–FY2025 relative TSR underpin strong pay outcomes across the executive team, implying retention risk is mitigated by attractive, performance‑linked incentives; however, the absence of disclosed CiC/severance terms for Madonna leaves transition economics unclear .