Matthew Broad
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at 
DARDEN RESTAURANTS
DARDEN RESTAURANTSExecutive
About Matthew Broad
Matthew R. Broad, age 65 (64 in 2024), is Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Darden Restaurants, Inc. (DRI), serving since 2015; he previously was EVP, General Counsel and Chief Compliance Officer at OfficeMax (2004–2013) and Associate General Counsel at Boise Cascade (1989–2004) . Company performance metrics that drive executive incentives include Adjusted Diluted Net EPS and same-restaurant sales growth; for fiscal 2024, Darden achieved Adjusted Diluted Net EPS of $8.88 vs $8.64 target (70% weight) and 1.6% same-restaurant sales vs 3.0% target (30% weight), yielding a 108% company performance rating . Long-term PSUs are tied to relative TSR versus the S&P 500; for the FY 2023–2025 performance period, Darden’s TSR ranked at the 84th percentile, earning the maximum 200% payout on FY23 grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OfficeMax, Incorporated | EVP, General Counsel & Chief Compliance Officer | 2004–2013 | Led enterprise legal and compliance during retail transformation and merger era . |
| Boise Cascade Corporation | Associate General Counsel | 1989–2004 | Supported legal and regulatory matters in diversified manufacturing and distribution . |
| Darden Restaurants, Inc. | SVP, General Counsel, Chief Compliance Officer & Corporate Secretary | 2015–Present | Oversees Compliance & Ethics Office; directs Codes of Conduct and governance disclosures . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Incentive ($) |
|---|---|---|---|
| 2024 | 605,673 | 85% | 556,008 |
Notes:
- FY 2024 actual awards are based on actual salary paid during the fiscal year .
- Matthew Broad was a Named Executive Officer (NEO) in FY 2024, but not listed as an NEO in FY 2025 .
Performance Compensation
Annual Incentive Plan metrics (FY 2024):
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Diluted Net EPS | 70% | $8.64 | $8.88 | 126% (metric-level) |
| Same-Restaurant Sales Growth (Darden) | 30% | 3.0% | 1.6% | 64% (metric-level) |
| Company Performance Rating | — | — | — | 108% (blended) |
Long-Term Incentive (LTI) design (FY 2024 grants made July 2023):
- 50% PSUs tied to relative TSR vs S&P 500; 0–200% payout; vest 50% on 3rd anniversary and 50% on 4th anniversary of grant date .
- 25% non-qualified stock options; strike = closing price on grant date; 10-year term; vest 50% on the 3rd and 4th anniversaries .
- 25% RSUs; vest 100% on the 3rd anniversary; settled in stock with dividends paid at settlement .
Performance Stock Units (FY23 grants – performance period FY 2023–2025):
| PSU Cohort | Target (Percentile) | Result (Percentile) | Earned % |
|---|---|---|---|
| FY 2023–2025 TSR | 50th | 84th | 200% |
Equity Ownership & Alignment
Outstanding equity awards for Matthew Broad (as of May 26, 2024):
- Vesting conventions: options vest 50% on 3rd and 4th anniversaries; RSUs vest at 3 years; PSUs vest 50% at 3rd and 50% at 4th anniversaries of grant date after performance certification .
Options (exercisable and unexercisable):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 7/25/2018 | 10,259 | — | 107.05 | 7/25/2028 |
| 7/24/2019 | 10,182 | — | 124.24 | 7/24/2029 |
| 7/29/2020 | 5,427 | 5,428 | 78.84 | 7/29/2030 |
| 7/28/2021 | — | 6,059 | 148.20 | 7/28/2031 |
| 7/27/2022 | — | 7,962 | 121.47 | 7/27/2032 |
| 7/26/2023 | — | 6,345 | 169.02 | 7/26/2033 |
Stock awards outstanding:
| Award Type | Units Outstanding (#) | Reference Value |
|---|---|---|
| RSUs | 6,167 | $910,249 market value as of 5/24/2024 ($147.60/share) |
| PSUs (target/uneearned outstanding) | 16,370 | $2,416,212 payout value reference |
Alignment safeguards:
- Hedging and pledging of Company securities are prohibited for officers and directors; short sales and derivative transactions are barred under the Insider Trading Policy .
- Executives must retain 50% of net after-tax shares until equity ownership guidelines are met; guidelines require multiples of base salary by role (CEO 6x; other NEOs 4x), monitored by the Compensation Committee .
Insider selling pressure considerations:
- FY 2024 RSUs granted July 2023 are scheduled to vest July 2026; related PSUs vest in two tranches at the 3rd and 4th anniversaries (July 2026 and July 2027), subject to performance; options from July 2023 vest 50% in July 2026 and 50% in July 2027, then remain exercisable through July 2033 .
Employment Terms
| Item | Terms |
|---|---|
| Employment agreements | None; Darden does not have executive employment agreements for NEOs . |
| Severance (involuntary without cause) | May include up to 12 months’ base salary and up to 12 times monthly Company health contribution, contingent on release; accelerated vesting applied pro rata to post-7/29/2020 awards . |
| Death | Stock options, RSUs, and PSUs vest in full; options remain exercisable for remainder of original term; full vesting of employer contributions under Savings Plan . |
| Change-in-Control (CIC) | CIC agreements for NEOs (including Broad): 1.5x base salary + target bonus; 18x monthly COBRA less active employee charge; benefits payable if terminated without cause or resign with good reason within 24 months of CIC (double trigger); equity vesting acceleration; agreements auto-renew annually and include non-compete, non-solicit, and confidentiality covenants; reduction mechanism to avoid 280G excise tax per net-benefit threshold . |
| “Cause” and “Good Reason” | Defined in CIC agreements (fraud, willful misconduct, felony, failure to perform; and material adverse change in role/comp, pay reduction, or successor failure to assume), with detailed criteria . |
| Clawback | SEC Rule 10D-1 compliant clawback policy requires recovery of incentive-based compensation (annual incentives, PSUs) for the prior three fiscal years if financial statements are restated, regardless of misconduct . |
| Deferred Compensation | FlexComp Plan permits deferral of up to 50% base salary and 100% annual incentive; Company contributions 4% of eligible earnings plus 1.5%–7.2% based on performance; notional investment alternatives mirror 401(k) options; distributions per elected schedule . |
| Perquisites | Limited perqs: company car allowance, limited financial planning reimbursement, unsubsidized group liability insurance, executive physical program . |
Investment Implications
- Compensation alignment: Broad’s pay mix includes significant “at risk” components via PSUs tied to relative TSR and standard-vest RSUs/options; FY23–FY25 PSU payout at 200% indicates strong shareholder return alignment during that period .
- Selling pressure windows: The FY 2024 LTI grants (July 2023) begin vesting in July 2026 and July 2027 (RSUs, options, PSUs tranches), creating predictable windows for potential share settlements and sales; options have long-dated expiries, moderating near-term exercise-driven selling .
- Retention and change-in-control: Double-trigger CIC terms with 1.5x salary+target bonus and COBRA support are market-standard without tax gross-ups; pro rata vesting on termination without cause for post-2020 awards reduces abrupt forfeiture risk but maintains retention through multi-year vesting .
- Governance/risks: No employment agreement, robust clawback, and strict anti-hedging/pledging policies mitigate governance red flags; company-wide say-on-pay support was ~95.17% at the 2024 annual meeting, suggesting investor acceptance of the program design .