DARLING INGREDIENTS INC (DAR)
Sector: Consumer Staples
2026 Annual Meeting Analysis
DARLING INGREDIENTS INC · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Stuewe has served since 2003 as CEO and director; DAR's 3-year return is +2.2% versus the company-disclosed peer median of +22.9%, a gap of -20.7pp, which does not meet the 35pp underperformance threshold required to trigger a vote against under the low-positive TSR band, so no TSR flag applies; no overboarding, attendance, or independence concerns.
Director since 2017 with deep food and agribusiness expertise; the 3-year TSR gap of -20.7pp vs. the peer median falls well below the 35pp trigger threshold, no attendance or overboarding issues identified.
Appointed February 2026, less than 24 months ago, making him exempt from the TSR underperformance trigger under the 24-month new-director exemption; brings 40+ years of Cargill agribusiness experience relevant to the company's business.
Director since 2023, tenure overlaps less than half the 3-year measurement period, and the -20.7pp gap vs. peer median does not breach the 35pp trigger threshold; brings strong legal, governance, and M&A expertise.
Director since 2021 with relevant food-industry and sustainability expertise; the 3-year TSR gap of -20.7pp does not trigger the 35pp threshold, and no overboarding or attendance concerns are identified.
Director since 2017 with extensive public-company board and technology experience; the 3-year TSR gap of -20.7pp does not meet the 35pp trigger threshold, and no overboarding or attendance issues are present.
Director since 2021 with broad global consumer-goods and operations leadership background; the 3-year TSR gap of -20.7pp does not breach the 35pp trigger threshold, and no overboarding or attendance concerns exist.
Director since 2024, less than 24 months ago, making him exempt from the TSR underperformance trigger; brings strong audit and accounting expertise as a designated audit committee financial expert.
Director since 2025, well within the 24-month new-director exemption from the TSR trigger; brings deep agribusiness and CEO-level experience as former CEO of Bunge Global SA.
Director since 2023, with tenure overlapping less than the full 3-year measurement window; the -20.7pp TSR gap vs. peer median does not breach the 35pp trigger, and his industry background at SARIA Group is highly relevant to Darling's core businesses.
All ten nominees receive a FOR vote. DAR's 3-year stock return of +2.2% places it in the low-positive TSR band, where the policy requires at least a 35pp gap below the peer group median to trigger a vote against directors; the actual gap of -20.7pp falls well short of that threshold. Two newer directors (Aspell and Hill) are within the 24-month exemption period. No overboarding, attendance below 75%, independence, or familial-relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Randall C. Stuewe
Total Comp
$9,402,554
Prior Support
97%%
CEO total compensation of approximately $9.4 million is within a reasonable range for a large-cap ($8.7B market cap) Consumer Defensive company with global operations, and the program structure is sound: 87% of the CEO's target pay is variable and predominantly performance-based, with long-term equity split between performance stock awards (60%) tied to 3-year return-on-gross-investment goals with a relative TSR modifier and time-based restricted stock units (40%), satisfying the policy's 50-60% variable pay requirement. Shareholders gave the program 97% support at the 2025 annual meeting, indicating strong approval, and the company engages meaningfully with stockholders representing approximately 63% of shares. While DAR's 3-year stock return has lagged the peer group median, variable pay is structured around long-term relative capital deployment metrics rather than simply rewarding stock price appreciation, and the CEO's realizable pay declined in 2023 and 2024 in alignment with weaker performance before rising in 2025, demonstrating that incentive pay responds to outcomes rather than vesting regardless of results.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a company of DAR's size and global complexity; the proxy filing text provided does not include a fee table with specific audit and non-audit fee amounts, so the non-audit fee ratio trigger cannot be evaluated, and under policy we vote FOR when fee data is unavailable; auditor tenure is not disclosed in the available text so the tenure trigger does not fire; no material restatements are disclosed.
Overall Assessment
The 2026 Darling Ingredients annual meeting presents four proposals; all three standard proposals (director elections, auditor ratification, and Say on Pay) receive FOR votes under the applicable policy framework, as no threshold triggers are breached: TSR underperformance vs. the company-disclosed peer group is -20.7pp against a 35pp trigger, CEO pay structure is heavily performance-linked with 97% prior-year shareholder support, and KPMG is an appropriate Big 4 auditor with no fee-ratio concerns identifiable from available data. The equity plan approval (Proposal 4) is outside the scope of the current policy and receives no determination.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing