Form 4: Darden Restaurants Executive Douglas Milanes Earns 6,000 Performance Stock Units

Douglas J. Milanes, SVP and Chief Supply Chain Officer of Darden Restaurants Inc., has earned 6,000 performance restricted stock units following the achievement of performance criteria.

Summary

• Douglas J. Milanes, SVP, Chief Supply Chain Officer of Darden Restaurants Inc. (DRI), earned 6,000 performance restricted stock units (PSUs).
• These PSUs were originally awarded on July 27, 2022, with a target of 3,000 units, subject to performance criteria based on relative total shareholder return from July 27, 2022, through May 25, 2025.
• On June 17, 2025, the Compensation Committee of the Board of Directors determined that the performance criteria were met, resulting in 6,000 PSUs being earned, indicating achievement at 200% of the target.
• The PSUs convert into common stock on a one-for-one basis and will vest in two equal annual installments, beginning on July 27, 2025.
• Milanes also beneficially owns 3,952.696 shares of common stock, which includes shares acquired through the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.

Sentiment

Score: 7

Explanation: The earning of performance-based equity by a key executive, especially at 200% of target, is a positive indicator of the company's performance against its internal metrics and aligns executive incentives with shareholder value. While not a direct company financial report, it reflects positively on the compensation structure and past performance.

Positives

• The reporting person, Douglas J. Milanes, earned 6,000 performance restricted stock units, indicating successful achievement of performance criteria.
• The achievement of 200% of the target PSUs (6,000 earned from a 3,000 target) suggests strong performance relative to the set criteria (relative total shareholder return).
• The vesting of these units over the next two years provides a future incentive and aligns the executive's interests with long-term shareholder value.

Risks

• The document does not detail company-specific risks. The primary risk related to this filing is the potential for future stock price fluctuations affecting the value of the earned units upon vesting.

Future Outlook

The earned performance restricted stock units will vest in two equal annual installments, with the first installment on July 27, 2025, and the second on July 27, 2026. This indicates future share issuance to the executive.

Industry Context

This Form 4 filing details an individual executive's equity compensation, which is a standard practice across industries to incentivize performance and align management interests with shareholders. It does not provide information on broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• The earning of 6,000 performance restricted stock units by Douglas J. Milanes, an officer of Darden Restaurants Inc., constitutes a related party transaction as it involves compensation from the company to a key executive.

Stakeholder Impact

• Shareholders: The earning and future vesting of these units will result in minor dilution of existing shares upon conversion, but also indicates that performance targets (relative total shareholder return) were met, which is generally positive for shareholders.
• Executive (Douglas J. Milanes): Directly benefits from the earning of 6,000 performance restricted stock units, which will convert into valuable common stock upon vesting.

Next Steps

• The earned performance restricted stock units will vest in two equal annual installments, starting on July 27, 2025.
• The second installment will vest on July 27, 2026.

Key Dates

Keywords

Darden Restaurants, DRI, SEC Form 4, insider transaction, performance restricted stock units, PSUs, executive compensation, stock award, Douglas J. Milanes, chief supply chain officer, equity compensation