William Simon

About William S. Simon

William S. Simon (age 65) is an independent director of Darden Restaurants, Inc. (DRI), serving since 2014 (previously served 2012–2014, rejoined October 2014), with 13.5 years of board tenure as of the 2025 proxy. He is Senior Advisor to KKR & Co. and President of WSS Venture Holdings (both since 2014), and formerly President & CEO of Walmart U.S. (2010–2014). He serves on Darden’s Audit and Compensation Committees and has been affirmatively determined independent under NYSE rules.

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Simon is independent.
• Committee memberships: Audit (member; designated audit committee financial expert), Compensation (member). Audit met 9x in FY2025; Compensation met 5x.
• Attendance: Board met 5x in FY2025; each incumbent director attended ≥75% of aggregate Board/committee meetings; directors standing for reelection attended the 2024 annual meeting.
• Election vote results (investor sentiment):
  • 2024 annual meeting: For 94,150,334; Withheld 2,739,652 (Broker non-vote 11,518,537).
  • 2025 annual meeting: For 90,810,730; Withheld 4,033,781 (Broker non-vote 11,310,458).

Fixed Compensation

Program structure for non-employee directors (effective since Sept 2023) includes a $100,000 annual cash retainer, role-based committee retainers, and an annual RSU grant with $185,000 grant-date fair value; RSUs vest on the earlier of one year or the next annual meeting; directors may elect to defer RSUs; stock ownership guideline is ≥5× the annual Board cash retainer; all directors were compliant or on track as of May 25, 2025.

Note: “All Other Compensation” reflects dividend equivalents on vested/deferred RSUs; directors also receive a dining benefit (below SEC disclosure threshold for Simon).

Performance Compensation

Darden does not use performance-based equity (e.g., PSUs) or cash incentives for non-employee directors; equity is time-based RSUs with standard vesting; no director-specific performance metrics are disclosed.

Other Directorships & Interlocks

• Current: HanesBrands (Non-Executive Chairman). Apparel manufacturing is not a disclosed Darden supplier/customer; no related-party transactions were reported by Darden for FY2025.
• Past five-year roles include retail and logistics boards (GameStop, Academy Sports, Chico’s, Anixter, Pitney Bowes, SPAC). Darden’s Corporate Governance Guidelines require review of time commitments; independence maintained and no Compensation Committee interlocks with other issuers were disclosed in FY2024–FY2025.

Expertise & Qualifications

• Audit Committee Financial Expert designation (Simon qualifies per SEC/NYSE criteria).
• Senior-level executive experience in large, complex retail and global brand management; extensive retail operations, food service/restaurant, and consumer packaged goods exposure (Board-stated qualifications).

Equity Ownership

• Ownership alignment and restrictions: Directors must own ≥5× annual retainer and are subject to mandatory holding until achieved; hedging and pledging of Darden securities are prohibited for directors.

Governance Assessment

• Strengths

  • Independence, deep operating and consumer expertise, and audit financial expert qualification reinforce committee effectiveness (Audit and Compensation).
  • Solid engagement signals: ≥75% meeting attendance for FY2025, and presence at the 2024 annual meeting; Board held executive sessions quarterly.
  • Shareholder support remains strong: Say-on-pay approvals of 92,051,437 “For” vs 4,670,261 “Against” in 2024 and 90,743,641 “For” vs 3,663,287 “Against” in 2025; Committee interlocks absent.
  • No related-party transactions reported for FY2025; robust policies on hedging/pledging/clawbacks and no option repricing under the equity plan without shareholder approval.

• Potential watch items / RED FLAGS (monitor)

  • Director election withholds rose from 2,739,652 (2024) to 4,033,781 (2025), warranting continued engagement to understand investor concerns.
  • External affiliations (Senior Advisor to KKR; Non-Executive Chairman at HanesBrands): while no conflicts disclosed, continued oversight of potential indirect supplier/customer intersections and time commitments is prudent under Darden’s guidelines.

• Broader governance climate

  • Shareholders did not approve 2024 and 2025 ESG-related proposals regarding animal welfare/antibiotics and GHG targets, reflecting management’s risk framework; continued transparency and dialogue is advisable given ongoing attention to sustainability topics.

Compensation Committee Analysis

• Composition: FY2025 Compensation Committee comprised of Timothy J. Wilmott (Chair), Daryl A. Kenningham, and William S. Simon — all independent; no interlocks; Pearl Meyer serves as independent consultant to the Board/committee.
• Responsibilities include oversight of executive incentive design, goals, certification of results, clawback policy, and shareholder engagement outcomes (say-on-pay).

Related Party Transactions & Policies

• Darden’s Related Party Transactions policy requires Board approval for any transaction >$120,000 involving a related party; FY2025 disclosed no transactions requiring reporting under Item 404 of Regulation S-K.
• Insider Trading Policy prohibits hedging and pledging by directors/officers; Clawback policy applies to incentive-based comp in case of financial restatement.

Director Compensation Program Details

RSUs vest on the earlier of the first anniversary of grant or the next annual meeting; directors may elect to defer RSU settlement until completion of Board service; dividend equivalents accrue on vested/deferred RSUs.

Say-on-Pay & Shareholder Feedback

• 2024 vote: For 92,051,437; Against 4,670,261; Abstain 168,288; Broker non-vote 11,518,537.
• 2025 vote: For 90,743,641; Against 3,663,287; Abstain 437,583; Broker non-vote 11,310,458.
• Board and committee maintain regular shareholder engagement and review of feedback.