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Takeaway: Naming an “interim” CEO is a logical move, with some negative implications.

"That's been one of my mantras - focus and simplicity.  Simple can be harder than complex: You have to work hard to get your thinking clean to make it simple.  But it's worth it in the end because once you get there, you can move mountains."  

-Steve Jobs

Key Takeaways:

  • Fixing Darden will take time and money.
  • The company is structurally inefficient in its current form, making it difficult for any CEO to run it and create value for shareholders.
  • The time is now to simplify the company and focus on running separate brands.
  • Olive Garden needs to be reinvented.
  • Naming an “interim” CEO is a logical move, with some negative implications.

The Interim CEO

Over the weekend, I spent some time writing a note called, “No Better Time for Focus and Simplicity.”  The note honed in on all the great possibilities that could come from the sweeping victory of Starboard on Friday.  I viewed Starboard’s 294 page presentation as the playbook for the future.  The only thing missing was who will be the next CEO.

My creative juices ran out, however, after reading the WSJ article hinting that Gene Lee is in line to become CEO of the company.  I immediately feared the board had voted him CEO last week.

Unfortunately, I needed to wait until today to see what the board had decided.  Well, we now have a new Chairman and CEO of Darden.  I’m grateful to see Jeff Smith as Chairman and comforted to see that Gene Lee is only the interim CEO.  I fully appreciate the need for an interim CEO and believe Gene is the logical choice.  Over the long-term, however, he is not the right person to run Darden. 

Mr. Lee still represents all that was wrong with Darden and he’s one of the reasons Starboard pushed for change in the first place.  Mr. Lee, who was COO at the time, publicly said that the spinoff of Red Lobster created shareholder value.  It pains me to think that shareholders voted for sweeping change at the board level, only to see the COO become CEO.

To be clear, fixing Olive Garden is the only thing that matters to shareholders now.  After taking 60 pages to tear apart the brand's current Renaissance Plan, why would Starboard name the man responsible for that plan the next CEO?  What has Mr. Lee accomplished since becoming the accidental COO in September 2013?  Will he become the accidental CEO in 2014?

If the status quo was unacceptable for shareholders with the old board, it should be even more unacceptable with the new board.  I’m going to hold out hope that more sweeping changes are on the way.  But, this first move by the new board looks suspect and inconsistent with the message shareholders are sending.

Darden and the casual dining industry need to be reinvented.  There is no better company to reinvent it than Darden and no better brand to reinvent it than Olive Garden.  The current Brand Renaissance plan for Olive Garden falls short on many levels, but the primary reason is food.  Fixing the food needs to be the company’s number one focus.  Until then, the benefit of any initiatives or upgrades will be miniscule. 


Reinventing Casual Dining

Two major reports emerged in the late 1980’s identifying dietary fat as the single largest impediment to improving health and diet.  Though the real hand at issue was saturated fat, the idea behind the reports was that people could simply improve their diets by cutting out the fat content.  While the science was ultimately proven wrong, it changed the way people ate for many years.

Moving forward to the present day, we are now in the midst of what we refer to as the natural and organic craze.  In fact, 2014 is the first year Gallup asked about organic foods in its annual Consumption Habits survey.  The results, while not necessarily surprising, were quite affirming:

  • 45% of respondents actively try to include organic foods in their diets
  • Another 38% of respondents “don’t think either way” about including or excluding organic foods in their diets

Kroger’s CFO, J. Michael Schlotman, had some interesting comments regarding organic on the most recent earnings call when he said:

“It appears to us that the natural/organic customer is changing and growing in numbers, and those that shop the grocery store are also crossing over, and the blurring of grocery and natural foods is becoming more and more difficult when you look around the store and you can see organic items on the regular grocery shelf.”

We posit that if an increasing number of consumers are eating natural/organic products at home, it is only natural that a greater number of people will seek this alternative when looking for food to eat away from home.

We believe we’ve reached a crossroads in the restaurant industry.  The marketplace is shifting and restaurant brands must now evolve to grow their customer case:

  • While organic is moving more mainstream, the majority of restaurants are not
  • Organic presents the only avenue of real growth in traditional supermarkets
  • The number of non-GMO product offerings has surged in the past three years
  • Well over half of Kroger’s customers would buy something organic
  • Kroger is seeing double-digit growth in Simple Truth and Simple Truth Organic products
  • Casual dining traffic has been declining for nine straight years, including the last three at an accelerating rate
  • Chipotle and small independent chains are the only “healthy” alternatives in the restaurant space
  • Chipotle’s traffic has surged since announcing its commitment to going 100% non-GMO on the 2Q13 earnings call

This shift in consumer behavior helps to explain the secular shift we are seeing away from the old school casual dining chains.  How else would you explain the secular decline in food away from home as measured by Knapp traffic trends?  We believe there is a high probability traffic continues to decelerate and, likely, at an accelerating rate.

Growth in the number of organic and fresh supermarkets is also a contributing factor.  Going into Whole Foods or Fresh Market is an exciting shopping experience for a foodie.  These chains have successfully created fun, high energy environments for consumers.  The abundance of healthful options enables us to be more creative and artistic in our food at home preparation.  Most importantly, however, it allows us to feel good about what we are feeding ourselves. 

This farm-to-table movement and the shift to non-GMO foods are two trends that can’t be ignored by the restaurant industry. 

No Better Time for Focus and Simplicity

With those thoughts in mind, it’s important to get back to the thought that Starboard’s 294 page presentation will be the playbook we’ll see unfold over the coming year.  The most significant part of this plan will be separating the company into separate brands.  We’ve been saying for years that multi-concept casual dining companies are structurally flawed, putting them at a disadvantage to their nimbler counterparts.  Although the restaurant industry is littered with examples, there is no better proof of this theory than the Old Darden.

If Darden doesn’t breakup into separate companies, it will continue to suffer from the same issues that prompted Starboard to claim all twelve board seats.  The biggest hindrance to success under its current structure is inefficient capital allocation. 

As it stands, Olive Garden is so much larger than all of the other brands that the 20th best idea for improving this business is likely more accretive to the bottom line than the number one idea for improving any of the other brands.


These inefficiencies aren’t always clear to outsiders, and we get that, but we guarantee they are clear to the brands’ Presidents.  Internal capital allocation discussions usually follow a similar pattern to this:

  • Olive Garden senior management: “Why are you focused on the smaller brands when there are so many opportunities at Olive Garden?”
  • LongHorn senior management: “All of your focus is on Olive Garden and we’re not getting the resources or attention we need to be successful.”

Now imagine this discussion revolving around seven different brands.  Mind-boggling, isn’t it?

Therefore, the decision to split Darden into at least two companies must be made quickly.  This split will help Olive Garden begin its journey to once again becoming a great casual dining brand.  Needless to say, we suspect that 

Darden, as we know it, will no longer be in existence a year from now.

History has proven that the most successful restaurant companies over the long-term are typically single-branded, with credible and focused management teams.  They also have CEOs with clear visions that strive to establish a cultural soul throughout the company.  Some examples of this immediately come to mind, including:

  • McDonald’s and Ray Kroc
  • Chili’s and Norm Brinker
  • Outback Steakhouse and Chris Sullivan
  • The Cheesecake Factory and David Overton
  • Starbucks and Howard Schultz
  • Chipotle and Steve Ells
  • Red Lobster and Joe Lee

As Starboard points out in its presentation, Darden had woefully lost its way under the guidance of Clarence Otis.  As we see it, the main issue with Clarence was that he wasn’t a restaurateur.  In fact, his limited experience as an operator, a stint as President of Smokey Bones, was nothing short of a disaster that ended up costing the company nearly $1 billion.

Moving forward, the slate of independent board nominees will have some very important decisions to make that will decide the future of Darden.  It is precisely these decisions that will determine how successful Starboard will be in its Darden investment.

The appointment of Gene Lee as interim CEO further suggests that difficult decisions are looming.  We agree with many aspects of Starboard’s 294 page presentation on Darden, but argue that the most underrated point is the need for restaurateurs to run the company.  Given that Gene Lee is a restaurateur that is familiar with the company, we respect the decision to name him interim CEO, but he is not the answer.  In fact, no one is the answer if they are tasked with managing seven different brands.

The Starboard playbook acknowledges this, and calls for a breakup of the company.  We agree this is in the best interest of shareholders.  Our plan always called for the company to be split into several smaller companies.  The concept behind our plan was simple – focus the company and the brands.  As we’ve said many times before, the best restaurant companies are focused on doing one thing right.  Steve Jobs’ mantra rings true: focus and simplicity.

Starboard has spent a considerable amount of time understanding Olive Garden and what must happen for the brand to regain its leadership position in the casual dining industry.  There is clearly a conflict between Starboard’s view of fixing Olive Garden and the Brand Renaissance plan put forward by Gene Lee.  We suspect we’ll see some refinements to the plan moving forward.

As we’ve said many times before, the biggest opportunity for the new board of Darden to create shareholder value is to isolate, and separate, its brands into consistent companies with proven restaurateurs, leaders and passionate CEOs.

Nothing is ever easy, but this is a rather simple solution that has proven to create value time and time again.

Call with questions.

Howard Penney

Managing Director

Fred Masotta