M. Shân Atkins
DARDEN RESTAURANTSAbout M. Shân Atkins
Independent director (age 68) serving on Darden’s Board since 2014; currently Audit Committee Chair and member of the Nominating & Governance Committee. Former EVP at Sears (promoted in 1999), co‑founder/managing director of Chetrum Capital (2001–2017), 14 years at Bain & Company, and began as a public accountant at PwC; holds CPA (Illinois), Chartered Professional Accountant/Chartered Accountant (Ontario), and the highest director certifications in the U.S. (NACD.DC) and Canada (ICD.D) . The Board has affirmatively determined she is independent under NYSE rules; Audit Committee members (including Atkins) are independent and financially literate, and the Board designated Atkins as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chetrum Capital LLC | Co‑Founder & Managing Director | 2001–2017 | Private investment firm |
| Sears, Roebuck & Co. | Executive Vice President (promoted in 1999); prior leadership roles | EVP in 1999 | Major North American retailer |
| Bain & Company | Leader, global consumer & retail practice | 14 years | International management consultancy |
| PricewaterhouseCoopers (PwC) | Public accountant | Not disclosed | Professional accounting foundation; CPA designations noted |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpartanNash Company | Director (current) | Since 2003 | Not disclosed in Darden proxy |
| Aurora Cannabis, Inc. | Director (prior) | 2019–2023 | Not disclosed |
| LSC Communications, Inc. | Director (prior) | 2016–2021 | Not disclosed |
Board Governance
- Committee assignments: Audit (Chair); Nominating & Governance (Member) .
- Independence: Board affirmed Atkins is independent; only the CEO is non‑independent among nominees .
- Audit Committee financial expert: Atkins designated; all members financially literate and independent .
- Attendance and engagement:
- FY2025 Board meetings: 5; each incumbent director attended at least 75% of the aggregate Board and committee meetings served .
- Audit Committee meetings: 9 in FY2025 .
- Directors attended the 2024 Annual Meeting; directors are expected to attend the annual meeting .
- Executive sessions: the Board met in executive session at each quarterly meeting in FY2025 .
- Governance guardrails:
- Directors limited to not more than four other public company boards (Nominating & Governance annually reviews time commitments) .
- No related‑party transactions required to be reported for FY2025 .
Fixed Compensation
Director compensation program (effective since September 2023):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (all directors) | $100,000 | Quarterly payments; may elect RSUs in lieu of cash |
| Annual equity grant (RSUs) | $185,000 | RSUs vest on earlier of 1 year or next annual meeting; dividend equivalents; deferral optional |
| Committee Chair retainer | Audit: $35,000; Compensation: $25,000; Nominating & Governance: $20,000; Finance: $15,000 | Annual |
| Committee Member retainer | Audit: $17,500; Compensation: $12,500; Nominating & Governance: $10,000; Finance: $7,500 | Annual |
| Chair of the Board (additional) | $100,000 cash; $100,000 RSUs | Not applicable to Atkins |
Fiscal 2025 – Atkins actuals:
| Name | FY2025 Fees Earned ($) | FY2025 Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| M. Shân Atkins | $145,000 | $184,921 | $74,463 (dividend equivalents) | $404,384 |
Grant detail:
- RSU grant: 1,162 units on September 18, 2024; grant date fair value $184,921 based on $159.14 closing price .
Performance Compensation
| Director Performance Metrics | Status |
|---|---|
| Performance‑based components for non‑employee directors | None; director equity grants are time‑based RSUs without performance conditions; no options granted to directors |
Other Directorships & Interlocks
- Current public board: SpartanNash (since 2003) .
- No Darden‑reportable related‑party transactions in FY2025 (reduces interlock/conflict risk) .
- Darden guideline: directors may serve on not more than four other public boards; Nominating & Governance reviews time commitments annually .
Expertise & Qualifications
- Deep finance and audit credentials: CPA (Illinois); Chartered Professional Accountant/Chartered Accountant (Ontario); designated Audit Committee financial expert .
- Governance credentials: NACD.DC (U.S.) and ICD.D (Canada) at highest certification levels .
- Operating and strategic expertise: senior leadership in retail (Sears EVP), private investing (Chetrum), and top‑tier consulting (Bain) with consumer/retail focus .
Equity Ownership
| Item (as of May 25, 2025) | Amount |
|---|---|
| Beneficial ownership (common shares) | 14,311 |
| Ownership as % of shares outstanding | ≈0.012% (14,311 / 117,033,830) |
| RSUs outstanding | 14,459 |
| RSUs vested/vesting within 60 days | 13,297 (vested or will vest within 60 days, counted as beneficial per SEC rules) |
| Director ownership guideline | 5× annual cash retainer; all directors in compliance or on track by deadlines |
| Hedging/pledging policy | Hedging and pledging prohibited for directors |
Governance Assessment
- Strengths enhancing investor confidence:
- Audit Chair with “financial expert” designation, multi‑disciplinary finance/retail background and top governance certifications—supports robust financial oversight and risk management .
- Confirmed independence; Board conducts executive sessions each quarter; committees entirely independent; majority independent Board .
- Transparent, formulaic director pay structure with modest cash/equity mix and time‑based vesting; strong stock ownership requirements; hedging/pledging banned .
- Attendance: incumbents at least 75% of Board/committee meetings; engagement at annual meeting noted .
- No related‑party transactions disclosed for FY2025 .
- Potential watch‑items:
- External commitments are monitored under Darden’s governance guidelines (limit of four other public boards and annual time‑commitment reviews); no exceptions disclosed .
- Director pay is not performance‑conditioned (standard for directors), placing alignment emphasis on ownership guidelines and RSU vesting rather than metrics .
- Broader signal: Strong say‑on‑pay support (≈95.17% at 2024 meeting) indicates constructive shareholder sentiment toward Darden’s compensation governance, indirectly supportive of Board oversight quality .