Todd Burrowes
DARDEN RESTAURANTSAbout Todd Burrowes
Todd A. Burrowes (age 62) is Group President at Darden Restaurants, Inc. (DRI) since June 2025, after serving as President, Business Development (2024–2025) and President of LongHorn Steakhouse (2015–2024); he originally joined Darden in 2002 and rose through LongHorn operations leadership . During FY2025, Darden delivered $12.1B sales, diluted net EPS of $8.88, 2.0% SRS growth, and 11.3% TSR (EPS growth plus dividend yield), underpinning 100% annual incentive payout outcomes at the corporate level . Burrowes is designated a Named Executive Officer (NEO), with compensation heavily performance-linked via annual cash incentives and long-term equity awards (PSUs/RSUs/options) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Darden Restaurants (LongHorn Steakhouse) | President | 2015–2024 | Led brand operations across LongHorn, following prior EVP Operations; advanced Darden’s operational focus “Brilliant with the Basics” across restaurants . |
| Darden Restaurants | President, Business Development | 2024–2025 | Senior enterprise development role prior to promotion to Group President . |
| Darden Restaurants (LongHorn Steakhouse) | EVP Operations | 2008–2013 | Direct operations leadership, preceding presidency of LongHorn . |
| Darden Restaurants (LongHorn Steakhouse) | Regional Manager; Director of Management Training; Regional VP Operations | 2002–2004+ | Operational and training leadership within LongHorn . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ruby Tuesday, Inc. | President, Ruby Tuesday Concept and Chief Operations Officer | 2013–2015 | Led concept operations externally before rejoining Darden . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $728,943 | $747,404 | $770,673 |
| Target Bonus % of Salary | — | — | 95% |
| Base Salary at FY2025 year-end | — | — | $775,000 |
| FY2026 Base Salary (approved) | — | — | $800,000 |
All Other Compensation components (FY2025):
- Perquisites and other personal benefits: $31,359
- Company contributions to non-qualified plan (FlexComp): $115,416
- Insurance premiums: $14,308
- Dividends/earnings on stock awards (paid at vesting): $158,339
- Total All Other Compensation: $319,422
Performance Compensation
Annual Incentive (FY2025 outcomes)
| NEO | Target % of Salary | Business Weighting | Total Payout (% of Target) | Actual Award ($) |
|---|---|---|---|---|
| Todd A. Burrowes | 95% | Darden 100% | 100% | $732,139 |
Annual Plan Performance Metrics (Darden FY2025)
| Metric | Weight | Target | Actual | Company Performance Rating |
|---|---|---|---|---|
| Adjusted Diluted Net EPS | 70% | $9.48 | $9.55 | 100% |
| Same-Restaurant Sales (SRS) Growth | 30% | 1.9% | 2.0% | 100% |
Long-Term Incentives (FY2025 grant; mix 50% PSUs, 25% RSUs, 25% Options)
| Element | Quantity / Terms | Vesting | Valuation Details |
|---|---|---|---|
| Stock Options | 7,945 options; exercise price $139.43 | 50% on third anniversary, 50% on fourth; max term 10 years | Grant-date fair value $355,857 |
| RSUs | 2,614 units | 100% on third anniversary | Grant-date fair value $364,470 |
| PSUs (Relative TSR vs S&P 500) | 5,228 target units; 0–200% payout | Earned units vest 50% on 3rd and 50% on 4th anniversary | Grant-date fair value $949,666 |
PSU Performance (FY2023–FY2025 cycle)
| PSU Cycle | Target Percentile | Actual Percentile | Earned % | Earned PSUs (Todd) |
|---|---|---|---|---|
| FY2023–FY2025 | 50th | 84th | 200% | 11,998 |
Vesting dates creating potential supply windows:
- FY2023 PSUs: 50% vested July 27, 2025; remaining 50% vests July 27, 2026 .
- FY2025 RSUs: 100% vest on July 24, 2027 .
- FY2025 Options: 50% vest July 24, 2027; 50% vest July 24, 2028 .
- FY2025 PSUs: contingent; 50% vest on July 24, 2027; 50% on July 24, 2028, subject to performance .
Multi-Year Total Compensation
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $728,943 | $747,404 | $770,673 |
| Stock Awards | $1,190,652 | $1,361,513 | $1,314,136 |
| Option Awards | $366,859 | $377,752 | $355,857 |
| Non-Equity Incentive (AIP) | $527,900 | $1,119,012 | $732,139 |
| All Other Compensation | $211,807 | $319,492 | $319,422 |
| Total | $3,026,160 | $3,925,173 | $3,492,227 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficially owned common shares | 76,262; includes 29,931 options exercisable within 60 days |
| Ownership as % of outstanding | <1% |
| Executive stock ownership guideline | 4x base salary; mandatory hold on 50% of net after-tax shares until achieved |
| Compliance status | NEOs (including Burrowes) in compliance as of May 25, 2025 |
| Hedging/pledging policy | Hedging, short sales, pledging, and margin accounts prohibited for officers/directors |
Non-Qualified Deferred Compensation (FlexComp)
| Item | Amount |
|---|---|
| Company contributions (last FY) | $169,133 |
| Aggregate earnings (last FY) | $63,821 |
| Aggregate FlexComp balance (FY2025 end) | $1,601,682 |
| Deferral elections allowed | Up to 50% of base salary and 100% of annual incentive; notional investment returns mirror Darden Savings Plan options |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreements | None for NEOs (including Burrowes) |
| Clawback policy | Recovery of incentive-based compensation upon financial restatement, regardless of fraud/misconduct; 3-year lookback |
| Insider trading policy | Prohibits trading while in possession of MNPI; addresses transactions by family members and under company plans |
| Change-in-control (CIC) agreement | Double-trigger; severance upon termination without cause or resignation for good reason within 24 months of CIC |
| CIC cash severance multiple | 1.5x base salary + target bonus for Burrowes |
| CIC cash severance (illustrative) | $2,266,875 (as of May 25, 2025 assumptions) |
| Involuntary not-for-cause severance | 52 weeks of base salary; $775,000 for Burrowes (illustrative) |
| Accelerated/continued vesting | Stock options, RSUs, PSUs subject to accelerated vesting upon qualifying CIC termination; values estimated using $204.02 share price on May 23, 2025 |
| Perquisites | Car allowance, financial planning, unsubsidized liability insurance, executive physical; limited scope |
| Tax gross-ups | No excise tax gross-ups; payments may be reduced to avoid IRC §4999 excise tax if beneficial after-tax |
Compensation Structure Notes
- Pay mix emphasizes “at-risk” compensation; for NEOs other than CEO, 77% target total direct compensation tied to performance; with RSUs, options, and PSUs providing multi-year alignment .
- Peer group benchmarking spans restaurant, retail, and hospitality; unchanged FY2025 vs FY2024 (e.g., Chipotle, Yum!, Hilton, Marriott, Ulta, Tractor Supply) .
- Say-on-Pay approval ~95.17% at 2024 Annual Meeting, reflecting investor support for program design .
Investment Implications
- Alignment: Strong pay-for-performance linkage and robust clawback/anti-hedging policies support shareholder alignment; Burrowes is subject to 4x salary ownership requirements and is in compliance .
- Vesting and potential supply: Material vesting events occur each July (PSUs from the FY2023–FY2025 cycle in 2025/2026; FY2025 RSUs and options in 2027/2028), which can create routine sell-to-cover flows; monitor late-July windows for insider activity and potential technical pressure .
- Retention/CIC economics: Burrowes’ CIC severance at 1.5x salary+bonus and double-trigger vesting reduce flight risk but can affect deal economics in M&A scenarios; standard severance (52 weeks base) mitigates turnover risk .
- Performance calibration: Corporate metrics (EPS, SRS) hit targets in FY2025 for 100% AIP payout; PSUs from FY2023–FY2025 paid 200% on top-quartile TSR, signaling strong multi-year execution that enhances realized pay and could incentivize continuity in strategy .