Sarah King

About Sarah King

Sarah H. King (age 55) is Darden Restaurants’ Senior Vice President, Chief People Officer (since February 2025). She previously served as SVP, Chief People & Diversity Officer (2021–2025) and SVP, Chief Human Resources Officer (September 2017–May 2021). Before Darden, King spent 19 years at Wyndham Worldwide in human resources leadership roles, most recently EVP, Human Resources for Wyndham Vacation Ownership (2010–2017) . During fiscal 2025, Darden reported diluted EPS of $8.88, sales of $12.1B, same-restaurant sales growth of 2.0% (ex-Chuy’s/Ruth’s Chris), and TSR of 11.3%; fiscal 2024 delivered diluted EPS of $8.53, record sales of $11.4B, SRS growth of 1.6% (ex-Ruth’s Chris), and TSR of 14.2% . Say‑on‑pay support at the 2024 meeting was approximately 95.17% .

Past Roles

External Roles

• No external public company directorships are disclosed for Ms. King in the company’s executive officer biographies in the latest proxy .

Fixed Compensation

• The proxy discloses detailed pay for Named Executive Officers (NEOs) only; Ms. King was an executive officer but not an NEO in fiscal 2025, so her base salary, target bonus, and realized incentive amounts are not individually reported .
• Darden’s NEO pay framework (useful to infer structure for officers) comprises base salary, annual cash incentives, and long-term incentives (LTI) .

Performance Compensation

Annual Incentive Plan (AIP) – Design and FY2025 Outcome

Long-Term Incentives (LTI) – Instruments, Vesting, and PSU Results

• No dividends are paid on unvested long-term incentives (governance safeguard) .
• Equity grant timing policy: annual grants once per year (last Wednesday in fiscal July); exercise price not below fair market value on grant date; no “timing” of material news to benefit awards .

Equity Ownership & Alignment

• Hedging/pledging prohibited: Officers and directors may not hedge or pledge Company securities or hold them in margin accounts (reduces misalignment/forced selling risk) .
• Stock ownership guidelines: CEO 6x salary; other officers are subject to ownership requirements and must hold 50% of net after-tax shares until meeting guidelines. NEO multiples disclosed (4x for CFO and other listed NEOs); the policy applies to officers broadly (Ms. King included by policy, though her specific multiple is not stated) .
• As of May 25, 2025, each NEO was in compliance with ownership guidelines; Ms. King’s individual ownership is not disclosed (not an NEO) .

Employment Terms

• Employment agreements: The Company states it does not maintain employment agreements with NEOs; none are disclosed for Ms. King .
• Clawback: Company adopted a policy to recoup incentive-based compensation for current and former executive officers following a financial restatement, covering the three prior fiscal years (applies to AIP and PSUs) .
• Change-in-control (CIC): Double-trigger CIC agreements exist for NEOs with severance of 1.5x salary+target bonus (2.0x for CEO) and COBRA coverage (18–24 months), with potential reductions to avoid excise taxes; equity vests/continues per plan terms upon qualifying CIC termination . No CIC agreement is disclosed for Ms. King (not an NEO) .
• Definitions of “Cause” and “Good Reason” are specified in the CIC agreements (e.g., material adverse change in duties/compensation without consent constitutes Good Reason) .

Compensation Structure Context (Peer Group and Governance)

• FY2025 compensation peer group includes Chipotle, Domino’s, Restaurant Brands International, Yum! Brands, and others in retail/hospitality with median market cap ~$30.7B and revenue ~$12.4B as of November 2024 .
• Governance practices include: independent Compensation Committee with independent consultant (Pearl Meyer), no option repricing, no excise tax gross-ups, minimum three-year vesting on annual equity, no dividends on unvested LTI, and prohibition on hedging/pledging .

Company Performance During Ms. King’s Executive Tenure

Investment Implications

• Alignment and retention: Darden’s executive program emphasizes at-risk pay, with corporate AIP tied 70% to EPS and 30% to SRS, and LTI heavily weighted to PSUs on three-year relative TSR, plus multi-year vesting and strict anti-hedging/pledging—factors that generally support alignment and reduce short‑term selling pressure for officers, including Ms. King .
• Look-through to HR leadership incentives: While Ms. King’s individual pay is not disclosed (non‑NEO), her incentives are likely influenced by the same performance constructs (EPS/SRS, TSR PSUs), suggesting sensitivity to company execution on sales growth, earnings power, and shareholder returns .
• Governance risk low: No employment agreement, robust clawback, and strong say‑on‑pay support (95.17%) temper governance risk; lack of pledging and mandatory holding requirements reduce forced‑sale risk signals .
• Data gap: Absence of individual compensation, ownership, and CIC terms for Ms. King limits precision on pay-for-performance calibration and personal selling pressure; monitoring future proxies or Form 4 filings (if any) would improve signal quality .