Juliana Chugg
DARDEN RESTAURANTSAbout Juliana L. Chugg
Retired brand and operating executive with 25+ years in consumer/CPG, including EVP & Chief Brand Officer at Mattel (2015–2018) and senior leadership at General Mills/Pillsbury (1996–2014). Independent director of Darden Restaurants since 2022; age 57. Currently chairs Darden’s Nominating & Governance Committee and serves on the Audit Committee, bringing brand management, marketing, operations, strategic planning, and public-company board experience. The Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mattel, Inc. | EVP & Chief Brand Officer | 2015–2018 | Global brand stewardship for portfolio; senior executive experience |
| Noble Endeavors LLC | Partner | 2015 | Strategic advisory experience |
| General Mills, Inc. (and Pillsbury) | SVP; President, Meals Division | 2010–2014 (Meals); 1996–2014 (various roles) | P&L leadership, operations, marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VF Corporation (NYSE: VFC) | Director | Since 2009 | Large global apparel/footwear company |
| MasterBrand, Inc. (NYSE: MBC) | Director | Since 2022 | Largest residential cabinet manufacturer in North America |
| Compass Group PLC (LSE: CPG) | Director | Since 2024 | Leading global food services provider |
| Kontoor Brands, Inc. | Director (prior 5 years) | 2019–2021 | Prior service within past five years |
| Caesars Entertainment Corporation | Director (prior 5 years) | 2018–2020 | Prior service within past five years |
Board Governance
- Committee assignments (FY2025): Chair, Nominating & Governance; Member, Audit .
- Board/committee independence: Eight of nine nominees, including Ms. Chugg, are independent; all committees comprise only independent directors .
- Meetings and attendance: Board met 5 times in FY2025; each incumbent director attended at least 75% of aggregate Board and committee meetings during their service period .
- Executive sessions: Board met in executive session at each quarterly meeting in FY2025 .
- Audit Committee activity: Audit Committee met 9 times in FY2025; Ms. Chugg served as a member (Chair: M. Shân Atkins). Committee oversees financial reporting, auditor independence, ICFR, and earnings reviews .
- Director nomination and time-commitment oversight: Limits on external boards (generally ≤4) and annual review of director time commitments; mandatory retirement age in Guidelines .
Fixed Compensation
Director compensation program (effective since Sept 2023):
| Component | Amount |
|---|---|
| Annual Board cash retainer | $100,000 |
| Annual equity grant (RSUs) – all directors | $185,000 grant date fair value |
| Committee Chair retainers | Audit $35,000; Compensation $25,000; Nominating & Governance $20,000; Finance $15,000 |
| Committee Member retainers | Audit $17,500; Compensation $12,500; Nominating & Governance $10,000; Finance $7,500 |
| Optional RSUs in lieu of cash fees | Immediately vested RSUs; settlement may be deferred |
| Chair of the Board (incremental) | $100,000 cash retainer + $100,000 RSUs |
FY2025 actual director compensation (Ms. Chugg):
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $137,500 |
| Stock awards (RSUs) – grant date fair value | $184,921 |
| All other compensation (dividend equivalents) | $27,929 |
| Total | $350,350 |
| RSUs received in lieu of cash fees | 274 units; $42,910 market value |
Notes:
- Her cash fees reconcile to the program: $100,000 Board retainer + $20,000 Nominating & Governance Chair + $17,500 Audit member = $137,500 .
- “All other compensation” reflects dividend equivalents on deferred stock units and RSUs that vested in FY2025 (Ms. Chugg: $6,384 on RSUs; $21,545 on deferred stock units) .
Performance Compensation
- Director equity is time-based RSUs (not performance-based). For FY2025, all non-chair directors received 1,162 RSUs on Sept 18, 2024, fair value $184,921 (vesting on earlier of one-year anniversary or next annual meeting). Ms. Chugg was in this cohort .
- Directors may elect to defer settlement; dividend equivalents accrue to the extent RSUs vest .
- No options, PSUs, or performance metrics apply to non-employee director equity at Darden .
Other Directorships & Interlocks
| Company | Nature of potential interlock | Darden determination |
|---|---|---|
| Compass Group PLC (food services) | Industry adjacency (contract foodservice vs. restaurant operations) | Board affirmed independence; any ordinary-course transactions were immaterial in FY2025; no Item 404 related-party transactions required to be reported . |
Expertise & Qualifications
- Brand management, marketing, operations, strategic planning; significant public-company board experience (VF, MasterBrand, Compass; prior: Kontoor, Caesars) .
- Board’s skills matrix emphasizes retail/hospitality operations and consumer marketing/brand building among nominee competencies (board-level overview) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (as of May 25, 2025) | 7,050 common shares; less than 1% of outstanding |
| RSUs vesting within 60 days included in beneficial ownership | 3,954 units (included in above per SEC rules) |
| Outstanding stock-based awards (RSUs) at FY2025 year-end | 5,116 units |
| Hedging/pledging policy | Prohibits hedging and pledging by directors; no margin accounts |
| Director ownership guidelines | ≥5x annual Board cash retainer; all directors in compliance or on track as of May 25, 2025 |
Governance Assessment
- Strengths: Independent status; chairs the Nominating & Governance Committee; active Audit Committee member (9 meetings in FY2025), signaling robust engagement in financial oversight; strong board-level pay support (95.17% say-on-pay approval at 2024 meeting indicates positive investor sentiment toward governance and pay practices) .
- Alignment: Majority of her FY2025 compensation delivered in equity RSUs with ownership/holding requirements; dividend equivalents are standard for deferred units; compliance with stringent no-hedging/no-pledging policy .
- Attendance: Met Board’s minimum expectation (≥75% of Board and committee meetings during service) in FY2025; Board held executive sessions each quarter .
- Conflicts/related-party risk: Board reports no related-party transactions requiring disclosure and deemed any ordinary-course affiliations immaterial in FY2025; independence affirmed .
- Pay structure: Cash fees align to actual roles (N&G Chair + Audit member). No options or performance metrics for director pay—typical for mature large-cap boards; equity time-vested to align and retain .
RED FLAGS: None identified in FY2025 disclosures—no related-party transactions, no hedging/pledging, independence affirmed, attendance threshold met .
Investor implications: Governance posture appears strong; Chugg’s brand/consumer background plus chairing N&G and serving on Audit enhance board effectiveness in oversight of strategy, risk, succession, and controls. Equity-heavy director pay and ownership policy support alignment, while absence of related-party exposure reduces conflict risk .