Timothy Wilmott
DARDEN RESTAURANTSAbout Timothy J. Wilmott
Timothy J. Wilmott, age 67, is an independent director of Darden Restaurants, Inc. (DRI) since 2018 (tenure ~7 years as of the 2025 proxy). He is the retired CEO of Penn National Gaming (2013–2019), previously President/COO (2008–2013), and earlier COO of Harrah’s Entertainment (now Caesars) and Eastern Division President (1997–2003), with prior management roles dating back to 1988. He currently chairs Darden’s Compensation Committee and serves on the Finance Committee; the Board affirms his independence under NYSE rules and notes his qualifications in entertainment business operations and executive leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penn National Gaming, Inc. | Chief Executive Officer | 2013–Dec 2019 | Led public gaming operator; retired in 2019 |
| Penn National Gaming, Inc. | President & Chief Operating Officer | 2008–2013 | Senior operational leadership |
| Harrah’s Entertainment, Inc. (now Caesars) | Chief Operating Officer | 2003–2007 | Large-scale gaming operations |
| Harrah’s Entertainment, Inc. | Division President, Eastern Division | 1997–2003 | Regional leadership |
| Harrah’s properties | Various management positions | 1988–1997 | Early career management roles |
External Roles
| Company | Role | Status/Years | Notes |
|---|---|---|---|
| — | — | Current: None | No current public directorships |
| — | — | Prior 5 years: None | No prior public board service within past five years |
Board Governance
- Committee assignments: Compensation Committee Chair; Finance Committee member.
- Independence: Board determined Wilmott and eight of nine nominees (excluding CEO) are independent under NYSE rules; all members of Audit and Compensation Committees meet applicable independence requirements.
- Attendance: Board met five times in FY2025; each incumbent director attended at least 75% of Board and committee meetings during their service period.
- Executive sessions: Board met in executive session at each quarterly meeting in FY2025.
- Compensation Committee governance: Fully independent; report signed by Wilmott as Committee Chair; no compensation committee interlocks or insider participation.
- Finance Committee scope: Reviews capital spending, cash/debt balances, credit ratings, dividend policy, investment criteria, and financial risk management (including hedging/derivatives).
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly; can elect RSUs in lieu of cash |
| Committee Chair – Compensation | $25,000 | Annual cash retainer |
| Committee Member – Finance | $7,500 | Annual cash retainer |
| Annual Director RSU grant | $185,000 | RSUs at grant FMV; vest earlier of 1 year or next annual meeting; deferrable |
| FY2025 Director Compensation – Fees Earned | $132,500 | Reflects $100k Board + $25k Comp Chair + $7.5k Finance membership |
| FY2025 Director Compensation – Stock Awards | $184,921 | Annual RSU grant (1,162 units on 9/18/2024 at $159.14) |
| FY2025 Director Compensation – All Other | $69,906 | Dividend equivalents ($794 on RSUs vested; $69,112 on deferred stock units) |
| FY2025 Total | $387,327 | Sum of components above |
| Fees Paid in RSUs (FY2025) | Units | Market Value |
|---|---|---|
| RSUs in lieu of cash fees | 746 | $132,136 (based on grant-date closing price) |
Notes:
- Directors may elect to receive immediately vested RSUs in lieu of cash fees; settlement may be deferred, and dividend equivalents accrue on such RSUs.
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant | 9/18/2024 | 1,162 units; $184,921 fair value at $159.14 | Vest earlier of 1 year or next annual meeting; deferral elected by Wilmott | None; time-based vesting only |
| Outstanding RSUs (as of 5/25/2025) | — | 14,089 | Outstanding stock-based awards total | Not performance-conditioned |
| RSUs in lieu of cash fees (FY2025) | Various (quarterly) | 746 units; $132,136 | Immediately vested; settlement may be deferred | None |
Director Stock Ownership Guidelines:
- Requirement: Own common shares valued at least 5x the annual Board cash retainer; mandatory hold on all shares until met. As of 5/25/2025, all directors were in compliance or on track.
Committee-Overseen Executive Performance Metric (Signal of Committee Rigor):
| PSU Program | Performance Period | Target Percentile | Actual Percentile | Earned Percentage |
|---|---|---|---|---|
| Relative TSR vs S&P 500 | FY2023–FY2025 | 50th | 84th | 200% (cap) |
Compensation Committee Certification:
- FY23–25 PSU earned counts certified (e.g., CEO earned 42,852 PSUs from 21,426 target at 200%).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior 5-year public boards | None |
| Compensation Committee interlocks | None; all members independent; no cross-board interlocks with Darden executives reported |
Expertise & Qualifications
- Entertainment operations and executive leadership experience; prior public company director experience; Nominating & Governance Committee concluded he is qualified based on these credentials.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Timothy J. Wilmott | 39,991 | <1% | Includes RSUs vesting within 60 days (12,897) |
| Outstanding RSUs (as of 5/25/2025) | 14,089 | — | Aggregate RSUs outstanding per director awards table |
Policies:
- Hedging and pledging prohibited for directors and officers; no short sales or derivative transactions permitted.
Ownership Alignment:
- Directors subject to robust stock ownership requirements with mandatory holds until compliance achieved; all directors in compliance or on track as of 5/25/2025.
Governance Assessment
- Board effectiveness: Wilmott chairs the Compensation Committee and serves on Finance, providing strong oversight of pay-for-performance and capital allocation/financial risk (committees independent; Pearl Meyer engaged as independent consultant).
- Independence and engagement: Independence affirmed; Board executive sessions each quarter; attendance at least 75% during FY2025; signals healthy governance process.
- Alignment: Significant equity component (annual RSUs) and election to receive RSUs in lieu of cash fees indicate skin-in-the-game; dividend equivalents accrue on deferred equity.
- Shareholder confidence signals: Strong 2024 say-on-pay approval (95.17%); committee certified rigorous PSU outcomes (relative TSR 84th percentile leading to max payout), consistent with pay-for-performance orientation.
- Conflicts/related-party exposure: Board reports no related party transactions requiring disclosure; pledging/hedging prohibited; no compensation committee interlocks.
RED FLAGS:
- None identified in the proxy related to Wilmott (no related-party transactions, no hedging/pledging, independent committee leadership).