John Martin

About John Martin

M. John Martin, age 65, is Group President at Darden Restaurants (DRI) since June 2025; he previously led the Specialty Restaurant Group (SRG) from 2020–2025 and earlier served as President of The Capital Grille (since 2004), Eddie V’s (since 2014), and Seasons 52 (since 2018). He joined The Capital Grille in 1990 and rose to VP of Operations in 2001 . Under the Company’s FY2025 framework, Darden delivered $12.1B in sales and 11.3% TSR (defined as EPS growth plus dividend yield) while SRS grew 2.0% excluding acquisitions . Over the FY2023–FY2025 PSU cycle, Darden’s relative TSR ranked at the 84th percentile, resulting in a 200% PSU payout, while SRG underperformed FY2025 annual targets (34% rating), reducing Martin’s annual bonus .

Past Roles

External Roles

Fixed Compensation

Additional forward targets:

• FY2026 base salary: $800,000; Target annual incentive: 95% of salary; FY2026 LTI target value: $1,500,000 .

Performance Compensation

Annual Incentive (FY2025) design and outcome:

• Structure for brand leaders: 80% Business Unit (SRG) + 20% Darden corporate; SRG metrics: 70% Operating Income, 30% SRS; Darden metrics: 70% Adjusted Diluted EPS, 30% SRS .
• Results: Darden rating 100%; SRG rating 34%; Martin’s total payout $345,570 .

Long-Term Incentives (grant effective 7/24/2024 – FY2025 program):

• Mix: 50% PSUs (relative TSR vs S&P 500), 25% options, 25% RSUs; options price = closing price on grant date; vesting: options 50% at 3rd and 4th anniversaries; RSUs 100% at 3rd anniversary; PSUs 50% at 3rd and 4th anniversaries based on performance (0–200%) .
• Martin’s FY2025 grant sizes: Options 7,945 @ $139.43; RSUs 2,614; PSUs (target) 5,228 .

Prior-cycle performance:

• FY2023–FY2025 PSUs (Company-wide): Relative TSR at 84th percentile; payout 200%; Martin’s FY2023 grant earned 11,998 PSUs .

Special award history:

• The Capital Burger special PSUs (2018): 5,212 earned on 4/28/2023; remaining 5,211 forfeited on 7/24/2024 when targets not met .

Equity Ownership & Alignment

• Beneficial ownership: 33,641 common shares as of May 25, 2025; less than 1% of outstanding shares .
• Options/awards outstanding (5/25/2025):

• Insider policy: Hedging and pledging prohibited for officers and directors .
• Ownership guidelines: 4x base salary requirement for Martin; executives must hold 50% of net after-tax shares until meeting guidelines; in compliance as of 5/25/2025 .

Vesting calendar signals:

• FY2025 awards: RSUs vest 7/24/2027; options/PSUs vest 50% on 7/24/2027 and 50% on 7/24/2028, creating scheduled delivery/exercisability events .

Employment Terms

• Employment agreement: None; Darden generally does not use NEO employment contracts .
• Change-in-control (CIC) agreement: Double-trigger within 24 months of a CIC; severance of 1.5× (base salary + target bonus) for Martin; COBRA-equivalent benefits for 18 months less active employee charge; equity treatment per plan (accelerated or assumed/continued per terms) .
• Involuntary termination (without cause) outside CIC: Company may provide up to 12 months’ base salary and benefits; pro-rata acceleration provisions apply to equity for awards granted on/after 7/29/2020 .
• Death/Disability: Life insurance up to $1.5M (regular) / $3.0M (accidental) plus additional $500K for business travel; full vesting of stock awards upon death; disability benefit structure as disclosed .
• Clawback: SEC-compliant policy to recover incentive-based comp upon financial restatements, irrespective of misconduct; three-year lookback .
• Insider trading: Prohibits trades while in possession of MNPI; hedging/pledging prohibited .

Compensation Structure Analysis

• Pay mix: Majority at-risk; FY2025 long-term incentive split unchanged at 50% PSUs (relative TSR), 25% options, 25% RSUs, reinforcing performance alignment and retention via multi-year vesting .
• Annual plan rigor: FY2025 Darden plan paid at 100% (on-target), but SRG underperformance drove a 34% business-unit rating for Martin, reducing his cash incentive (actual $345,570 vs 95% target factor) .
• Governance: No option repricing; no excise tax gross-ups; robust ownership and clawback policies; strong Say-on-Pay support (95.17% in 2024) .

Performance & Track Record

• Company performance context (FY2025): $12.1B sales, $8.88 diluted net EPS, $1.7B cash from ops; 2.0% SRS growth (excl. acquisitions); TSR 11.3% (EPS growth + dividend yield) .
• SRG FY2025 performance: OI below target ($189.1M vs $205.4M) and SRS (-1.0% vs 1.6% target), yielding 34% rating .
• Long-term TSR: FY2023–FY2025 relative TSR at 84th percentile → 200% PSU payout (strong value creation signal) .
• Option/RSU realizations: Martin realized value from vestings/exercises in FY2025 (stock awards vested, options exercised across NEOs detailed) with his vested shares totaling 9,304 in FY2025 and option exercise value of $1,195,043 .

Equity Ownership & Alignment (Detail)

Director/Committee Governance (context for incentive oversight)

• Compensation Committee fully independent; uses Pearl Meyer as independent consultant; adheres to clawback, minimum LTI vesting, and no repricing policies .

Investment Implications

• Pay-for-performance: Strong long-term alignment via 50% PSU weighting and 200% payout for FY2023–FY2025 underscores value creation, while SRG FY2025 underperformance appropriately reduced Martin’s annual cash payout—evidence of downside sensitivity .
• Upcoming equity events: Large FY2025 grants vest in July 2027/July 2028 across RSUs/options/PSUs, creating scheduled equity delivery/exercisability that can affect insider liquidity and potential selling pressure around those dates (subject to trading windows and policies) .
• Retention/terms: Market-standard CIC protection (1.5× cash), no employment agreement, robust clawback and ownership requirements reduce governance risk; hedging/pledging bans align with shareholder interests .
• Performance risk: SRG’s FY2025 miss on OI and SRS highlights execution risk across premium brands; monitoring subsequent quarters for SRG rebound or structural adjustments is warranted .