DEF 14A of Darling Ingredients Inc., Mar 21, 2024

DEF 14A of Darling Ingredients Inc.

Filed Mar 21, 2024 · FY20230001193125-24-073955

Open on EDGAR

  1. Director Nominees

    Director Nominees All of our current directors have been nominated by the Board for reelection at the Annual Meeting. Our Board selected the nominees based on their diverse set of skills and experiences. Each director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. The following table provides summary information about each director nominee. For more detailed information about our directors, please see “Proposal 1 – Election of Directors” beginning on page 18.

  2. Director Nominees

    | | | | | | COMMITTEE MEMBERSHIP | | | | | NAME | PRIMARY OCCUPATION | DIRECTOR SINCE | AGE* | INDEPENDENT | AC | CC | NCG | ESG | | Charles Adair | Former Vice Chairman, BMO Capital Markets | 2017 | 72 | √ | E | | ● | | | Beth Albright | Former Chief Human Resources Officer, Chemours | 2020 | 57 | √ | ● | ● | | | | Larry A. Barden | Former Partner and Chairman of Management Committee of Sidley Austin LLP | 2023 | 67 | √ | | | ● | ● | | Celeste A. Clark | Former Senior Vice President, Global Policy and External Affairs, Kellogg Company | 2021 | 70 | √ | | ● | | ● | | Linda Goodspeed | Former Senior Vice President and Chief Information Officer, The ServiceMaster Company | 2017 | 62 | √ | | | ● | | | Enderson Guimaraes | Former Executive Vice President, Global Categories and Operations, PepsiCo Inc. | 2021 | 64 | √ | ● | ● | | | | Gary W. Mize | Former President of Rawhide Energy LLC | 2016 | 73 | √ | | | | | | Michael E. Rescoe | Former Investment Banker and Chief Financial Officer of 3Com Corporation | 2017 | 71 | √ | ● E | | | | | Kurt Stoffel | Former Chief Executive Officer and Chairman of the Executive Board of SARIA Group | 2023 | 58 | √ | ● E | | | ● | | Randall C. Stuewe | Chairman and Chief Executive Officer, Darling Ingredients Inc. | 2003 | 61 | | | | | |

  3. Director Nominees

    | * Ages are as of March 21, 2024 | = Committee Chair | AC = Audit Committee | | | E = Audit Committee Financial Expert | CC = Compensation Committee | | | | NCG = Nominating and Corporate Governance Committee | | | | ESG = Environmental, Social and Governance Committee |

  4. Director Nominees

    | 2 2024 Proxy Statement | |

  5. Director Nominee Highlights

    Director Nominee Highlights Our Board has established a proven record of strategic and consistent refreshment, with 40% of our director nominees having served on the Board for less than three years. Our Board and the Nominating and Corporate Governance Committee believe that the ten director nominees possess a diverse and well-rounded range of attributes, viewpoints, skills and experiences and represent an effective mix of deep company knowledge and fresh perspective.

  6. Director Nominee Highlights

    | | | |

  7. Director Nominee Highlights

    | * Tenure and age are as of March 21, 2024. |

  8. Director Nominee Highlights

    | | 2024 Proxy Statement 3 |

  9. EXECUTIVE COMPENSATION HIGHLIGHTS

    | ∎ | Sustainable long-term growth, both organically and acquisitively, that strengthens our global portfolio while navigating commodity and consumer cycles and maintaining a robust balance sheet; |

  10. EXECUTIVE COMPENSATION HIGHLIGHTS

    | ∎ | Our effectiveness in deploying capital when compared to our Performance Peer Group (as defined on page 36 of this Proxy Statement); and |

  11. EXECUTIVE COMPENSATION HIGHLIGHTS

    | ∎ | The total shareholder return of our company as compared to our Performance Peer Group. |

  12. EXECUTIVE COMPENSATION HIGHLIGHTS

    NOTES: Total Shareholder Return (TSR) performance is indexed to 2018, where 2018 equals 100 on the Index. Realizable pay reflects the actual cash and intrinsic value of equity incentives awarded in a given year, using the stock price at the end of the year. For example, for 2023, realizable pay equals (i) base salary plus (ii) annual incentives earned for 2023 performance plus (iii) time vested restricted stock units (RSUs) granted on January 3, 2023 and shares of our common stock to be issued in the first quarter of 2026, assuming target performance share unit (PSU) performance for 2023 to 2025 for PSUs awarded on January 3, 2023, plus (iv) the reported Summary Compensation Table values for Change in Pension Value and Non-Qualified Deferred Compensation Earnings and All Other Compensation for 2023. Our compensation committee believes that our executive compensation program effectively aligns pay with performance based on the key factors discussed above, thereby aligning executive pay with returns to stockholders and creating a sustainable, long-term value proposition for our stockholders. For more information, see “Compensation Discussion and Analysis – Executive Overview – Pay for Performance” included in the Proxy Statement. Stockholder Engagement Process and Say On Pay Advisory Vote Results. Our Board and management team take a long-term view toward stockholder engagement and recognize that solicitation and consideration of stockholder feedback are critical to maintaining good corporate governance practices and remaining responsive to the priorities of our stockholders. Throughout the year we engage with a significant portion of our stockholders on topics of importance to both our company and stockholders. In addition to discussing our business results, initiatives and capital structure, we engage on other matters, such as governance practices, including executive compensation, Board composition and refreshment and environmental, social and other sustainability topics. This engagement is conducted through a number of different forms, including in-person and virtual meetings, quarterly investment calls and other investor conferences and presentations. In addition, members of our compensation committee and management conduct an annual outreach to stockholders. In this regard, in 2023, we reached out to stockholders representing approximately 55% of our outstanding shares and held direct conversations with every stockholder who responded to our engagement request. Overall, we spoke with stockholders representing approximately 28% of our outstanding shares, with the chair of our compensation committee leading the discussions. Stockholders are also provided an annual opportunity to provide feedback through an advisory say on pay vote on executive compensation. At our 2022 and 2023 Annual Meetings, approximately 94.7% and 95.1%, respectively, of the votes cast were in favor of the advisory vote to approve executive compensation. Stockholder engagement and the outcome of the say on pay vote results will continue to inform future compensation decisions.

  13. The Board’s Role in Oversight of Strategy and Risk

    | BOARD OVERSIGHT OF STRATEGY | | ∎ Annually, management presents to the Board at a dedicated meeting an extensive review of our company’s long-term strategic plan, which addresses, among other things, the risks and opportunities facing our company. ∎ Throughout the year, the Board receives information and updates from management and actively engages with senior leaders with respect to the company’s strategy. ∎ Members of the Board make annual visits to various of our business locations around the globe, thereby providing them with an opportunity to observe the execution and impact of our company’s strategic plan and to engage with senior leaders and employees in our businesses to strengthen their understanding of our businesses, their competitive environments and our corporate culture. |

  14. Committees of the Board

    | ∎ retaining, overseeing, compensating and terminating the independent compensation consultant; ∎ reviewing and discussing with management our Compensation Discussion and Analysis required to be included in our annual proxy statement and recommending its inclusion to the Board; ∎ preparing the report of the compensation committee for inclusion in our annual proxy statement; ∎ overseeing shareholder communications and engagement efforts with shareholders on executive compensation matters and assessing the results of our most recent advisory vote on executive compensation; and ∎ determining stock ownership and retention guidelines for our company’s directors and executive officers and monitoring compliance with such guidelines and reviewing and approving any clawback policies allowing us to recoup compensation paid to employees. |

  15. Director Nominees

    Director Nominees Set forth below is the age, principal occupation and certain other information for each of the nominees for election as a director.

  16. Director Nominees

    | | Randall C. Stuewe Director since 2003 Age: 61 |

  17. Director Nominees

    Mr. Stuewe has served as our Chairman and Chief Executive Officer since February 2003. From 1996 to 2002, Mr. Stuewe worked for ConAgra Foods, Inc. (ConAgra) as executive vice president and then as president of Gilroy Foods. Prior to serving at ConAgra, he spent twelve years in management, sales and trading positions at Cargill, Incorporated. Mr. Stuewe currently serves as a director and chair of the compensation committee of Teays River Investments, LLC, a privately held agribusiness holding company.

  18. Skills and Qualifications

    Skills and Qualifications Mr. Stuewe brings a seasoned set of management and operating skills to Darling’s Board. The company believes Mr. Stuewe’s 35 plus years of experience at various agriculture processing businesses qualifies him to be both Chairman and Chief Executive Officer.

  19. Skills and Qualifications

    | | Charles Adair Director since 2017 Age: 72 Audit Committee - Chairman Nominating and Corporate Governance Committee |

  20. Skills and Qualifications

    Mr. Adair retired as Vice Chairman at BMO Capital Markets, a financial services provider. While at BMO Capital Markets, Mr. Adair was responsible for initiating and negotiating investment banking transactions in the Food & Agribusiness sectors. Before joining BMO Capital Markets, he was Senior Vice President and manager of the Harris Capital Markets Group, also a financial services provider, which became the nucleus of the BMO Capital Markets Chicago office. Prior to BMO, Mr. Adair was Director of North American Mergers and Acquisitions for the Australian based agribusiness firm Elders Grain, Inc. where he initiated and executed acquisitions. Early in his career, Mr. Adair held senior positions in domestic and export cash grain trading, futures trading, and transportation logistics with Consolidated Grain and Barge Co. Mr. Adair has also served as an independent director of Aryzta AG, a public global bakery business based in Zurich, Switzerland, where he served as chairman of the remuneration committee, before retiring from the board in 2018. Mr. Adair is currently a director of a private packaged protein co-manufacturer, a private consumer food company and a private research commercialization company focused on innovation in animal agriculture. With over 40 years of experience in the global Food & Agribusiness marketplace, advising and consolidating poultry, pork, beef and by-product recycling companies, in addition to grain processors, bakery and beverage sectors, Mr. Adair brings specific industry expertise and financial markets knowledge relevant to Darling’s global business. In addition, his strong financial background qualifies him to serve as Chairman and one of the financial experts of the audit committee and his Masters Degree from Michigan State University focused on environmental studies helps him contribute to our sustainability efforts. Mr. Adair’s financial acumen and deep industry insights help our Company continue to drive positive change in the food and agriculture sectors. By leveraging his expertise, the company can identify new avenues for growth, foster strategic partnerships and develop innovative solutions that prioritize the wellbeing of humans, animals and the planet.

  21. Skills and Qualifications

    | 20 2024 Proxy Statement | |

  22. Skills and Qualifications

    | | Beth Albright Director since 2020 Age: 57 Audit Committee Compensation Committee |

  23. Skills and Qualifications

    Ms. Albright is a retired Chief Human Resources Officer from Chemours, a global chemistry company and a public spin-off from DuPont, which she joined in October 2014. Prior to that, she served as Senior Vice-President Human Resources for Day & Zimmermann, a global manufacturing company, from May 2011 to October 2014, and as the Global Vice President Human Resources for Tekni-Plex, also a global manufacturing company, from July 2009 to April 2011. From 2000 to 2009 she worked for Rohm and Haas in various Human Resources leadership roles supporting global businesses, technology, manufacturing and staff functions. Earlier in her career, she also worked for FMC and Fluor Daniel Construction. She currently serves as President and CEO of Saidia, an HR consulting firm. She has attained NACD Directorship Certification®, is also an NACD Board Leadership Fellow and currently serves on the Board of Penn State’s School of Labor & Employment Relations. Previously she was a director and compensation committee member for Crozer Keystone Health System.

  24. Skills and Qualifications

    Skills and Qualifications Ms. Albright brings to our Board substantial experience in global transformations with expertise in Human Capital Management (HCM), specifically organizational/culture change, executive compensation, executive development, talent management, strategy and diversity, equity and inclusion (DEI) (having designed and led DEI programs at four different companies), as well as other relevant Board matters. Ms. Albright’s comprehensive understanding of the intersection of human resources and business strategy, coupled with her dedication to high standards of corporate governance as evidenced by her NACD Directorship certification and being recognized as an NACD Board Leadership Fellow, further enhances her ability to help guide the company.

  25. Skills and Qualifications

    | | Larry A. Barden Director since 2023 Age: 67 Nominating and Corporate Governance Committee ESG Committee |

  26. Skills and Qualifications

    Mr. Barden is a retired partner of Sidley Austin LLP, a global law firm, where he served as Chairman of the Management Committee from 2014-2022 and as a member of the firm’s Executive Committee since 1999. During his 40 years of legal practice, Mr. Barden advised clients across diverse industries on a wide range of public and private company transactions, both domestically and cross-border. His principal areas of practice were mergers and acquisitions, corporate finance, regulatory compliance and strategic counseling/corporate governance. He has extensive experience working with boards of directors on complex corporate transactions and governance and compliance matters. Mr. Barden also serves on the boards of various civic and education-related organizations. As the former Chairman of the Management Committee at a major, global law firm, Mr. Barden brings to our Board a substantial level of executive management and legal experience, with an understanding of complex merger and acquisition transactions, securities law compliance, financing transactions, governance and other Board-related matters. Mr. Barden also serves as a member of our Nominating and Corporate Governance and ESG committees, where he utilizes his extensive experience in overseeing his prior firm’s global governance, human capital, diversity and sustainability policies and programs and in counseling companies on committee related matters, such as compliance, risk oversight and public policy.

  27. Skills and Qualifications

    | | 2024 Proxy Statement 21 |

  28. Skills and Qualifications

    | | Celeste A. Clark Director since 2021 Age: 70 Compensation Committee ESG Committee |

  29. Skills and Qualifications

    Dr. Clark has served as a principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. Dr. Clark is also an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University, where she has served in such position since January 2012. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was the Chief Sustainability Officer until she retired in 2011. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years in the food industry. At Kellogg Company, she was responsible for the development and implementation of health, nutrition and regulatory science initiatives globally to ensure consistency in approach and implementation. In addition, she also led global corporate communications, public affairs, philanthropy and several administrative functions. Dr. Clark is currently a member of the board of directors of Wells Fargo & Company, The Hain Celestial Group, Inc. and Prestige Consumer Healthcare Inc. She also serves as a trustee of the W.K. Kellogg Foundation. Dr. Clark was formerly a director of AdvancePierre Foods Holdings, Inc., Mead Johnson Nutrition Company and Omega Protein Corporation.

  30. Skills and Qualifications

    Skills and Qualifications Dr. Clark brings significant industry experience in various nutrition, consumer products, public policy, risk management and governance matters to our Board. She also brings extensive experience on ESG and sustainability matters to the Board and serves as a key resource for our sustainability efforts. Dr. Clark has served on a number of public company boards, which have provided her with a broad understanding of the governance, operational, financial and strategic issues facing public companies. With her vast knowledge and forward-thinking approach, she brings fresh perspectives to the boardroom on science-based initiatives and navigating complex sustainability challenges.

  31. Skills and Qualifications

    | | Linda Goodspeed Director since 2017 Age: 62 Compensation Committee - Chairwoman Nominating and Corporate Governance Committee |

  32. Skills and Qualifications

    Ms. Goodspeed is the retired Chief Operating Officer and a Managing Partner at WealthStrategies Financial Advisors, a registered investment advisory firm, positions she held from 2007 until her retirement in 2017, and currently serves as a member of the board of directors of each of the following companies: American Electric Power Company, Inc., where she serves on the nuclear oversight, audit, technology (chair) and policy committees; AutoZone, Inc., where she serves on the audit and compensation committees; and Empower Brands (private). She had served as Senior Vice President and Chief Information Officer of The ServiceMaster Company, a provider of home services, from 2011 to 2014. From 2008 to September 2011, Ms. Goodspeed served as Vice President, Information Systems and Chief Information Officer for Nissan North America, Inc., a subsidiary of Nissan Motor Company, a global manufacturer of vehicles. From 2001 to 2008, Ms. Goodspeed served as Executive Vice President at Lennox International Inc., a global manufacturer of air conditioning, heating and commercial refrigeration equipment. During the past five years, Ms. Goodspeed also served as a director of the Columbus McKinnon Corp. and Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.). On July 24, 2023, Williams Industrial Services Group Inc. filed a voluntary petition for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code in connection with a sale of its assets. Ms. Goodspeed’s extensive experience in management roles and as a member of the board of directors of public companies makes her well qualified to serve as a director on our Board and as the Chairwoman of our compensation committee. She has held multiple key strategic and operational roles with several large global companies and in information technology and currently serves on three other boards of public companies. Ms. Goodspeed was also a registered investment advisor. Her experience developing and marketing new customer-facing products and technologies is valuable, as the company continues to roll out new innovative solutions in food, feed and fuel.

  33. Skills and Qualifications

    | 22 2024 Proxy Statement | |

  34. Skills and Qualifications

    | | Enderson Guimaraes Director since 2021 Age: 64 Audit Committee Compensation Committee |

  35. Skills and Qualifications

    In 2017, Mr. Guimaraes retired as the President and Chief Operating Officer for Laureate Education, Inc., positions he held since September 2015. Prior to that, from 2012 to July 2015, he served in various executive roles at PepsiCo, Inc., including Executive Vice President, Global Categories and Operations from December 2014 through July 2015, Chief Executive Officer of PepsiCo Europe and Sub-Sahara Africa from September 2012 to December 2014, and President of PepsiCo Global Operations from October 2011 to September 2012. In addition, Mr. Guimaraes previously served as Executive Vice President of Electrolux and Chief Executive Officer of its major appliances business in Europe, Africa and the Middle East from 2008 to 2011, and held various leadership positions during his 10 years at Philips Electronics and also worked in various marketing positions at Danone and Johnson & Johnson. He is also currently a director of AutoZone, Inc., where he serves on the nominating and corporate governance committee.

  36. Skills and Qualifications

    Skills and Qualifications Mr. Guimaraes is an experienced executive who has held key management roles with large global companies and currently serves on the board of one other public company. His experience in the areas of corporate strategy, operations and P&L responsibility make him a valuable member of our Board, and he contributes invaluable perspectives on international businesses gained from his numerous international senior management positions involving operations in developed, developing and emerging markets, including Brazil, where our company has significant operations.

  37. Skills and Qualifications

    | | Gary W. Mize Director since 2016 Age: 73 Lead Director Nominating and Corporate Governance Committee - Chairman |

  38. Skills and Qualifications

    Since October 2009, Mr. Mize has held the position of partner and owner at MR & Associates, a provider of consulting and advisory services to agricultural-based businesses. Mr. Mize served as President of Rawhide Energy LLC, an ethanol company, from April 2007 to April 2009. He also served as non-executive Chairman at Ceres Global AG, a Canadian public company that serves as a vehicle for agribusiness investments, from December 2007 to April 2010. Mr. Mize currently serves as a director of Gevo, Inc. since 2011, where he currently serves as a member of the audit committee, the compensation committee and the nominating and corporate governance committee. In addition, Mr. Mize served as Global Chief Operating Officer and Executive Director from July 2003 to December 2005 and Non-Executive Director from December 2005 to December 2006 at Noble Group, Hong Kong. Previously, he was President of the Grain Processing Group at ConAgra Foods, Inc., President and Chief Executive Officer of ConAgra Malt and held various positions at Cargill, Incorporated. During the past five years, Mr. Mize also served as a director of Ceres Global AG and United Malt Group Limited. Mr. Mize brings international business experience to the Board having previously held expatriate positions in Switzerland, Brazil and Hong Kong. His international experience, coupled with more than 35 years of experience in agribusiness make him a valuable addition to our Board. In addition, his experience in leading an ethanol company provides him with knowledge of the intersection between the agriculture and energy industries, which allows him to provide meaningful, strategic direction to the company on a variety of matters, including with respect to our DGD renewable fuels joint venture. His experience serving on the boards of directors of numerous public companies brings to our Board valuable experience in dealing with the complex issues facing boards of directors today and makes him duly qualified to serve as our Lead Director.

  39. Skills and Qualifications

    | | 2024 Proxy Statement 23 |

  40. Skills and Qualifications

    | | Michael E. Rescoe Director since 2017 Age: 71 Audit Committee ESG Committee – Chairman |

  41. Skills and Qualifications

    Mr. Rescoe served as executive vice-president and chief financial officer of Travelport Ltd. (travel services), a privately-held company controlled by The Blackstone Group (BX), from November 2006 until October 2009. He served as executive vice president and chief financial officer of the Tennessee Valley Authority, a federal corporation that is the nation’s largest public power provider, from July 2003 until November 2006. Mr. Rescoe was a senior officer and the chief financial officer of 3Com Corporation, a global technology manufacturing company specializing in Internet connection technology for both voice and data applications, from April 2000 until November 2002. During 1999 and 2000, Mr. Rescoe was associated with Forstman Little & Company, a leveraged buyout firm. Prior thereto, Mr. Rescoe was chief financial officer of PG&E Corporation, a power and natural gas energy holding company. For over a dozen years prior to that, Mr. Rescoe was a senior investment banker with Kidder, Peabody & Co. and a senior managing director of Bear Stearns specializing in strategy and structured financing. From May 2011 until February 2014, Mr. Rescoe served on our Board, where he served as a member of the audit and compensation committees, and from December 2003 until October 2011, Mr. Rescoe served as a director of Global Crossing Ltd., where he served as chairman of the audit committee. From July 2014 until April 2018, Mr. Rescoe also served as a director of Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.).

  42. Skills and Qualifications

    Skills and Qualifications Mr. Rescoe’s strong financial background provides financial expertise to the Board, including a deep understanding of financial statements, corporate finance, accounting and capital markets and qualifies him to serve as one of the financial experts of the audit committee. In addition, his years of service as a senior executive and chief financial officer provide him with substantial experience in the areas of global business, innovation, transactions, governmental/regulatory and risk management, all of which, together with his specific experience in the energy industry, makes him well qualified to serve as the chairman of our ESG committee.

  43. Skills and Qualifications

    | | Kurt Stoffel Director since 2023 Age: 58 Audit Committee ESG Committee |

  44. Skills and Qualifications

    Mr. Stoffel served as an Executive Partner of L. Stroetmann Group, a food wholesale and retail, petfood, seeds trading and real estate development company, from 2018 to 2023. Before, he had been a member and later Chairman of L. Stroetmann’s Advisory Board for almost 20 years. From 2007 until 2018, Mr. Stoffel served as the Chief Executive Officer and Chairman of the Executive Board of SARIA Group, a global company headquartered in Germany and engaged in the business of converting products of animal origin and other organic materials into highly valuable and sustainable ingredients for the food, animal feed, pet food, pharmaceutical, and energy sector. He previously served as its Chief Financial Officer and Managing Director from 2002 to 2007 and took over the responsibility for the Spanish operations of SARIA Group and for its biodiesel division in this period, becoming the President of the German Biodiesel Association from 2008 to 2009. From 1994 to 2001, Mr. Stoffel served in a variety of management positions, including the Chief Financial Officer responsible for two brewery operations, at Oetker Group, an international company whose business activities include the production of branded food and beverages, banking, insurance and hotels. Mr. Stoffel brings extensive knowledge of our company’s businesses to our Board, having served as the Chief Executive Officer and Chief Financial Officer of a global company operating many of the same businesses as our company. He also brings extensive experience in global and international business considerations and provides a valuable global perspective gained as an executive and board member of companies headquartered outside of the United States. In addition, his strong financial background provides financial expertise to the Board, including a deep understanding of financial statements, corporate finance and accounting and qualifies him to serve as one of the financial experts of the audit committee.

  45. Skills and Qualifications

    | 24 2024 Proxy Statement | |

  46. Skills and Qualifications

    Director Nomination Process

  47. OUR MANAGEMENT

    | EXECUTIVE OVERVIEW | 28 | | COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY | 34 | | USE OF PEER COMPANIES IN SETTING EXECUTIVE COMPENSATION AND MEASURING PERFORMANCE | 36 | | MIX OF SALARY AND INCENTIVE AWARDS (AT TARGET) | 38 | | COMPONENTS OF FISCAL 2023 EXECUTIVE COMPENSATION PROGRAM | 38 | | OTHER FEATURES OF OUR COMPENSATION PROGRAM | 46 |

  48. Pay for Performance

    | ∎ | Sustainable long-term growth, both organically and acquisitively, that strengthens our global portfolio while navigating commodity and consumer cycles and maintaining a robust balance sheet; |

  49. Pay for Performance

    | ∎ | Our effectiveness in deploying capital when compared to our Performance Peer Group; and |

  50. Pay for Performance

    | ∎ | The total shareholder return of our company as compared to our Performance Peer Group. |

  51. Pay for Performance

    Realizable pay reflects the actual cash and intrinsic value of equity incentives awarded in a given year, using the stock price at the end of the year. For example, for 2023, realizable pay equals (i) base salary plus (ii) annual incentives earned for 2023 performance plus (iii) time vested restricted stock units (RSUs) granted on January 3, 2023 and shares of our common stock to be issued in the first quarter of 2026, assuming target performance share unit (PSU) performance for 2023 to 2025 for PSUs awarded on January 3, 2023, plus (iv) the reported Summary Compensation Table values for Change in Pension Value and Non-Qualified Deferred Compensation Earnings and All Other Compensation for 2023. We have used a return on capital standard as the performance measure under our long-term incentive (“LTI”) program since 2010. As in 2022, for 2023, we used return on gross investment (as defined, “ROGI”) as the performance metric for our LTI program, together with a relative total shareholder return (“TSR”) modifier. The committee believes that ROGI is a standard metric that enables a focus on the value of a particular asset and the working capital needed to operate that asset. Our return on capital targets are set to reflect the median historical performance levels for our Performance Peer Group. The following chart shows that by aligning our executive compensation with adjusted EBITDA and capital deployment performance, with a TSR modifier, the realizable pay levels provided by our executive compensation program to our CEO are well-aligned to our stock price performance over the long-term:

  52. Pay for Performance

    NOTES: TSR performance is indexed to 2018, where 2018 equals 100 on the Index. Realizable pay reflects the actual cash and intrinsic value of equity incentives awarded in a given year, using the stock price at the end of the year. For example, for 2023, realizable pay equals (i) base salary plus (ii) annual incentives earned for 2023 performance plus (iii) time vested RSUs granted on January 3, 2023 and shares of our common stock to be issued in the first quarter of 2026, assuming target PSU performance for 2023 to 2025 for PSUs awarded on January 3, 2023, plus (iv) the reported Summary Compensation Table values for Change in Pension Value and Non-Qualified Deferred Compensation Earnings and All Other Compensation for 2023. The committee believes that our executive compensation program effectively aligns pay with performance based on the key factors discussed above, thereby aligning executive pay with returns to stockholders and creating a sustainable, long-term value proposition for our stockholders.

  53. BEST PRACTICES AND GOOD GOVERNANCE

    | ✓ | WHAT WE DO | | | ✓ | Mandatory compensation recoupment (clawback) policy | Mandatory recovery of erroneously awarded annual or long-term incentive compensation based on achievement of financial results that were subsequently restated. | | ✓ | Retention of an independent compensation consultant to advise the committee | Compensation consultant (Meridian Compensation Partners) provides no other services to the company. | | X | WHAT WE DON’T DO | | | x | No change of control excise tax gross-ups | Consistent with our focus on a performance-oriented environment and commitment to best practices aligned to long-term stockholder interests. | | x | No excessive perquisites | We offer only limited benefits as required to remain competitive and to attract and retain highly-talented executives or, in the case of relocation benefits, as an inducement for an executive to join the company or relocate at our request. | | x | No guaranteed annual salary increases or bonuses | For NEOs, annual salary increases are based on evaluations of individual performance, market data and economic conditions, while their annual cash incentives are tied to corporate and individual performance. | | x | No dividends on unvested RSUs or unearned PSUs | Dividend equivalents are accrued, but not paid on RSUs or PSUs until vesting. | | x | No supplemental executive retirement plans | Consistent with our focus on a performance-oriented environment; reasonable and competitive retirement programs are offered. | | x | No discounted stock options, reload stock options or stock option re-pricing without stockholder approval | Consistent with our focus on a performance-oriented environment and commitment to best practices aligned to long-term stockholder interests. | | x | No short-term trading, short sales, transactions involving derivatives, hedging or pledging transactions for directors, executive officers and employees | Consistent with our focus on a performance-oriented environment and commitment to best practices aligned to long-term stockholder interests. |

  54. Fiscal 2023 Compensation Actions at a Glance

    | ◾ | Base Salary: For 2023, the committee conducted a review of the base salaries of each of the NEOs, taking into account market data supplied by the committee’s independent compensation consultant. Based on this review, each of the NEOs received an increase in base salary for 2023, except for Mr. Jansen, who commenced employment on May 11, 2023. For more information see “Components of Fiscal 2023 Executive Compensation Program – Base Salary” below. |

  55. Fiscal 2023 Compensation Actions at a Glance

    | ◾ | Annual Incentive Bonus: In fiscal 2023, the Company achieved global adjusted EBITDA of 98.95% of target, and each of our NEOs achieved a substantial amount of their strategic, operational and personal (“SOP”) goals. As a result, Mr. Stuewe earned a 2023 annual incentive bonus equal to 95% of his target and the other NEOs earned payouts ranging from 67% to 95% of target. In the case of Mr. Jansen, his annual incentive bonus was prorated based on his employment start date of May 11, 2023. For more information see “Components of Fiscal 2023 Executive Compensation Program – Annual Incentive Compensation” below. |

  56. Fiscal 2023 Compensation Actions at a Glance

    | ◾ | Long-Term Incentive (LTI) Awards: LTI awards had a target grant date value of 65% of the annual target total compensation for our CEO, 46% of the annual target total compensation for Messrs. Phillips and van der Velden and 43% of the annual target total compensation for Messrs. Bullock and Jansen, and were delivered through a target value mix of PSUs (60%) tied to three-year, forward-looking performance and time-based RSUs (40%). In the case of Mr. Jansen, his LTI grant date value was prorated based on his employment start date of May 11, 2023. For more information see “Components of Fiscal 2023 Executive Compensation Program – Long-Term Incentive Compensation” below. |

  57. Compensation Program Objectives and Philosophy

    | ∎ | reward the achievement of specific annual, long-term and strategic goals; and |

  58. Compensation Program Objectives and Philosophy

    | OBJECTIVE | HOW WE MET THIS OBJECTIVE IN 2023 | | Attract and retain superior executive talent in key positions, with compensation opportunities that are competitive relative to the compensation offered to similarly-situated executives at companies viewed as similar to us. | ∎ Designed the executive compensation program to provide a mix of base salary, target annual cash incentive awards and target LTI award values that are aligned with the program’s principles and objectives and is competitive with the target compensation levels offered by our Pay Levels Peer Group (as defined on page 36 of this Proxy Statement). | | Reward the achievement of specific annual, long-term and strategic goals. | ∎ Provided substantial amount (86% in the case of the CEO and 69% to 71% in the case of the other NEOs) of annual target total direct compensation in variable and predominantly performance-based incentive awards tied to the achievement of annual, long-term, and strategic goals or, in the case of RSUs, stock price performance. | | | ∎ Provided challenging upside opportunities on annual and long-term incentive compensation for exceeding target goals, balanced with reductions from target opportunities for performance below target goals. | | | ∎ Tied payouts under the annual incentive plan to corporate and/or regional/business line financial objectives, as well as strategic, operational and personal goals, to focus executives on areas over which they have the most direct impact, while continuing to motivate decision-making that is in the best interests of our company as a whole. | | | ∎ Based annual incentive awards primarily on quantifiable performance goals established by the committee at the beginning of the fiscal year, with payouts determined only after the committee reviews and certifies performance results. PSUs granted as part of LTI are tied to three-year, forward-looking performance with vesting based on actual performance against goals established at the beginning of the performance period. | | Align the interests of our NEOs with those of our stockholders by rewarding performance that exceeds that of our peer companies, through the use of equity-based LTI awards and a share ownership and retention policy, with the ultimate objective of improving stockholder value over time. | ∎ Tied payout of PSUs granted to our NEOs as part of LTI to three-year, forward-looking performance based on average ROGI with a TSR modifier, both relative to our Performance Peer Group, while RSUs granted as part of LTI directly align with value delivered to our stockholders. | | | ∎ Continued our stock ownership policy with guidelines of 5x annual base salary for the CEO and 2.5x annual base salary for the other NEOs. | | | ∎ Continued our stock retention policy whereby each NEO must retain at least 75% of the after-tax shares of our common stock received through incentive awards until the NEO is in compliance with our stock ownership guidelines. |

  59. Compensation Committee

    | ∎ | Our company’s long-term and short-term strategic and financial objectives; |

  60. Compensation Committee

    | ∎ | How to balance short-term and long-term compensation to provide fair near-term compensation, to align executive pay with long-term stockholder value, and to avoid structures that would encourage excessive risk-taking, which includes a formal compensation risk assessment process developed with its independent compensation consultant. |

  61. Compensation Committee

    | ∎ | Consults as needed with its independent compensation consultant to review and refine the elements of our compensation programs to align with our stated objectives and the company’s compensation philosophy; and |

  62. Use of an Independent Compensation Consultant

    Use of an Independent Compensation Consultant The committee’s charter allows the committee to engage an independent compensation consultant to advise the committee on the design of our executive compensation program. As in the prior year, for fiscal 2023, the committee engaged Meridian, an independent executive compensation consulting firm, to counsel the committee on various matters relating to the development of our 2023 executive compensation program. Meridian is engaged directly by, and is fully accountable to, the committee. The committee has determined, after considering independence factors provided by the SEC and the NYSE, that Meridian does not have any conflicts of interest that would prevent it from providing objective advice.

  63. Use of Peer Companies in Setting Executive Compensation and Measuring Performance

    Use of Peer Companies in Setting Executive Compensation and Measuring Performance

  64. Purpose

    | ∎ | To assess the company’s performance with respect to annual and long-term incentive plans; and |

  65. Purpose

    For purposes of making decisions with respect to the 2023 executive compensation program, we used two different peer groups to evaluate the competitiveness of pay levels and to establish performance standards. The committee believes that it is appropriate to use companies that are generally similar in size to our company for pay comparisons (the “Pay Levels Peer Group”). For performance comparisons, however, the committee believes it is appropriate to use a broader peer group that is not limited by size or location to set the standards for long-term incentive plan performance, as company size and location do not materially influence performance comparisons (the “Performance Peer Group”). Although the committee is referencing two different peer groups, there is substantial overlap between the peer groups due to 12 companies being present in both peer groups, as shown in the table that follows. The committee uses competitive pay information derived from the Pay Levels Peer Group to generally inform its compensation decisions, but does not formulaically benchmark based on this data. The committee generally sets target levels of annual total direct compensation for the NEOs at or near the 50th percentile of target total compensation levels offered to similarly-situated executives at the peer companies. Variations from the 50th percentile level may occur due to the experience level of the individual and market factors, as well as performance that is significantly above or below goals. Our company has a unique variety of product offerings and derives income from disparate industries. Therefore, it is difficult to establish a group of peer companies for measuring the competitiveness of our compensation opportunities and for measuring our relative business performance. In particular, it is challenging to identify appropriate peers for our business performance among companies in our S&P 8-digit and 6-digit Global Industry Classification Standard (GICS) codes, as many of the companies in those GICS codes that are of roughly similar size manufacture, market, and distribute food for human consumption. These companies typically use agricultural commodities as ingredients in their products, and as a result these companies would generally experience reduced performance when these commodity prices rise. In contrast, our products are ingredients that our customers use in their products, and are not generally for human consumption. Our product prices generally track the performance of an identified group of agricultural commodities. As those agricultural commodities prices rise, our financial performance will generally improve, and conversely, as those commodities prices fall, our financial performance will generally be negatively impacted. As a result, our company tends to operate in opposite economic cycles from many of the other food or agricultural-related companies in our general GICS codes. In light of these challenges, the committee uses two peer groups – one to assess the company’s performance with respect to annual and long-term incentive plans (the Performance Peer Group) and a second to assess executive compensation opportunities (the Pay Levels Peer Group). The committee reviews the peer groups annually, with input from its independent compensation consultant, to determine whether any changes should be made to the members of the peer groups. Among the factors considered by the committee in its review of the peer groups for fiscal 2023 were the loss of certain members of the peer groups and changes to the company’s businesses and business mix since the peer groups were originally identified. As a result of this review, the committee determined that while the composition of the current peer groups was still generally appropriate, a few changes to the peer groups for fiscal 2023 were warranted. With respect to the Performance Peer Group, the committee (i) removed Renewable Energy Group, Inc. due to acquisition, (ii) removed Sanderson Farms, Inc. due to acquisition, (iii) removed HollyFrontier Corporation due to its significant decrease in correlation following its merger with Sinclair Oil Corporation, (iv) removed Casella Waste Systems, Inc. due to weaker business relevance, (v) removed Cal-Maine Foods, Inc. due to weak correlation and consumer food focus, (vi) added Corteva, Inc., an agricultural company, and (vii) added Republic Services, Inc., an environmental services company. The committee believes that these changes provide improved business alignment with the company. With respect to the Pay Levels Peer Group, the committee (i) removed Renewable Energy Group, Inc. due to acquisition, (ii) removed Sensient Technologies Corporation due to its much smaller size, (iii) added Corteva, Inc., (iv) added CF Industries Holdings, Inc., a chemical and materials manufacturer, (v) added CVR Energy,

  66. Purpose

    Inc., an energy refining company, and (vi) added Republic Services, Inc. The committee believes these changes improve the Pay Level Peer Group’s business alignment with the company, help position the company closer to the peer group median in terms of revenue, market cap and number of employees and still provide significant overlap with the Performance Peer Group. Accordingly, the members of the Performance Peer Group and the Pay Levels Peer Group for fiscal 2023 are as follows:

  67. Purpose

    | PERFORMANCE PEER GROUP ONLY | OVERLAP IN BOTH PEER GROUPS | PAY LEVELS PEER GROUP ONLY | | Archer-Daniels-Midland Company Bunge Limited DSM-Firmenich (f/ka/ Koninklijke DSM N.V.) FutureFuel Corp. Maple Leaf Foods Inc. Neste Oyj REX American Resources Corporation Sensient Technologies Corporation Tate & Lyle plc Tyson Foods, Inc. | Celanese Corporation Clean Harbors, Inc. Corteva, Inc. FMC Corp. Green Plains Inc. Ingredion Incorporated International Flavors & Fragrances Inc. Republic Services, Inc. Seaboard Corp. Stepan Company The Andersons, Inc. The Mosaic Company | Avient Corporation (f/k/a PolyOne Corporation) CF Industries Holdings, Inc. CVR Energy, Inc. Graphic Packaging Holding Company HF Sinclair Corporation Methanex Corporation Sonoco Products Co. |

  68. Performance Peer Group

    Performance Peer Group To better reflect the company’s operating segments of Feed, Food, and Fuel and whom we compete with for employee talent and capital, the Performance Peer Group was originally established for purposes of evaluating our performance under the company’s incentive programs. In selecting the Performance Peer Group constituents, the committee considered the following criteria: (i) industry; (ii) business operations similar to those of the company, focused on Feed, Food, and/or Fuel; (iii) the extent to which operations were global; and (iv) availability of publicly-disclosed financial information. The committee took these same factors into account in its review of the Performance Peer Group for fiscal 2023.

  69. Pay Levels Peer Group

    Pay Levels Peer Group In establishing the original Pay Levels Peer Group and in order to create as much overlap with the Performance Peer Group as possible, the committee first identified those companies within the Performance Peer Group that (i) were U.S.-based companies and (ii) were similar in size to us, as measured by revenues using the parameters of between approximately one-third and three times our estimated revenues. The committee then worked with its independent compensation consultant at the time to identify additional companies to round out the group that were U.S.-based, similar in size and industry, and subject to similar cyclicality and volatility as the company. The committee took this same approach in its review of the Pay Levels Peer Group for fiscal 2023. The committee believes that this peer group is a reasonable peer group that is comprised of similarly-sized companies with operations similar to those of our company and/or influenced by similar cyclicality and volatility.

  70. Pay Levels Peer Group

    | | 2024 Proxy Statement 37 |

  71. Mix of Salary and Incentive Awards (at Target)

    Mix of Salary and Incentive Awards (at Target) Our executive compensation program is designed to deliver pay in alignment with corporate, business unit and individual performance, with a large portion of annual total direct compensation “at-risk” through long-term equity awards and annual cash incentive awards. The following charts illustrate the mix of annual total direct compensation elements for our NEOs at target performance. These charts demonstrate our executive compensation program’s focus on variable, performance driven cash and equity-based compensation, a large portion of which is “at-risk” and delivered as long-term equity awards and annual cash incentive awards.

  72. Mix of Salary and Incentive Awards (at Target)

    | * Equity-based LTI consists of PSUs and RSUs. |

  73. Mix of Salary and Incentive Awards (at Target)

    In determining the 2023 targeted annual total direct compensation for Mr. Stuewe and the other NEOs, the committee used market data provided by Meridian, which took into account the recent increase in the size and complexity of our company and the corresponding increased scope and responsibilities of each of the NEO positions, as well consideration of their individual performance. The committee then considered the proper balance between fixed and variable compensation in making compensation adjustments. With respect to Mr. Stuewe, as further described below, a significant portion of the increase in his 2023 targeted annual total direct compensation was in the form of increases to his target annual incentive value and target long-term incentive value, thereby increasing the “at-risk” portion of his annual total direct compensation and further aligning it with the interests of our stockholders.

  74. Components of Fiscal 2023 Executive Compensation Program

    | COMPENSATION COMPONENT | DESCRIPTION | | | – The 65% adjusted EBITDA goal is based on overall company performance for Messrs. Stuewe, Phillips, Bullock and Jansen. | | | – For Mr. van der Velden, the 65% adjusted EBITDA goal is split 75% on his regional/business lines and 25% on overall company performance. | | | – Payouts range from 0% to a maximum of 200% of target. | | Long-Term Incentive Compensation | ∎ Long-term variable compensation component, with predominant portion being performance-based grants settled in company stock. | | | ∎ Each NEO has a target award expressed as a percentage of salary: | | | – Mr. Stuewe: 464% of base salary, or $5,846,400 | | | – Other NEOs: 150% of base salary | | | ∎ Target award value is granted in a combination of PSUs and RSUs, weighted 60% and 40%, respectively. | | | ∎ Annual, overlapping PSU grants are tied to three-year, forward-looking performance on average ROGI relative to our Performance Peer Group, with a TSR modifier. Actual awards may vary between 0% and a maximum of 225% of the target number of PSUs, depending on the performance level achieved. | | | ∎ Number of PSUs earned to be reduced (up to 30%) or increased (up to 30% and capped at maximum payout) based on our company’s TSR over the performance period relative to our Performance Peer Group. | | | ∎ Annual RSU grant vests 33-1/3% on the 1st, 2nd and 3rd anniversaries of grant. | | Retirement and Health and Welfare Benefits | ∎ 401(k) plan and frozen pension plan. | | | ∎ Group health, life and other welfare plan benefits generally available to our salaried employees. | | | ∎ Termination/severance benefits per employment/severance agreement. |

  75. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION

  76. Overview

    Overview The purposes of the annual incentive program are to (i) motivate our NEOs to drive sustained stockholder value creation, (ii) provide incentive opportunities that are based on the competitive market, as adjusted for our performance, and (iii) serve as an important retention tool. To that end, each of our NEOs was provided with an annual incentive award opportunity for fiscal 2023 tied to (i) global and/or regional/business line adjusted EBITDA goals and (ii) the performance of the individual with respect to key SOP goals. The range of award payouts that an executive could earn (0% to 200% of target), as well as the performance goals, were established at the beginning of the year. Additional detail with respect to the design of the fiscal 2023 annual incentive program is provided below.

  77. Annual Incentive Award Formula

    Annual Incentive Award Formula In determining payouts under the fiscal 2023 annual incentive program, the committee used the following formula for the NEOs:

  78. Annual Incentive Award Opportunities

    Annual Incentive Award Opportunities The chart below summarizes the target annual incentive award opportunities for the NEOs for fiscal 2023: Fiscal 2023 Target Bonus Opportunities

  79. Annual Incentive Award Opportunities

    | EXECUTIVE | PERCENT OF BASE SALARY | IN DOLLARS | | Mr. Stuewe | 150% | $1,890,000 | | Mr. Phillips | 75% | $525,000 | | Mr. Jansen (1) | 100% | $450,685 | | Mr. van der Velden | 75% | $486,765 | | Mr. Bullock | 100% | $700,000 |

  80. Annual Incentive Award Opportunities

    | 1. | Mr. Jansen’s target annual incentive award value was calculated using the prorated value of his annual base salary based on his employment start date of May 11, 2023. |

  81. Annual Incentive Award Opportunities

    With respect to Mr. Stuewe, after considering market data, his individual performance and his targeted annual total direct compensation, the committee increased his 2023 target annual incentive value from 125% to 150% of his annual base salary, thereby increasing the “at-risk” portion of his annual total direct compensation and further aligning it with the interests of our stockholders.

  82. Annual Incentive Plan Performance Metrics and Range of Performance

    Annual Incentive Plan Performance Metrics and Range of Performance For fiscal 2023 (as in fiscal 2022), the committee continued to measure financial performance based on a targeted level of adjusted EBITDA compared to the Performance Peer Group. The committee continued to balance the financial objectives of the organization with strategic, operational and personal objectives. These objectives are closely tied to the company’s performance in other key areas of the business that drive stockholder value creation and focus executives on areas over which they have the most direct impact. Additional detail with respect to the performance metrics and range of performance is provided below. EBITDA (65% weighting): 65% of each NEO’s payout was tied to a targeted level of adjusted EBITDA performance for fiscal 2023. Depending on the NEO’s responsibilities, adjusted EBITDA was measured at the global level and/or in a mix of global and/or regional/business line results. The committee selected global and/or regional/business line adjusted EBITDA as the sole annual financial performance metric because (i) EBITDA is one element of ROGI, which is a performance metric that is well understood internally, (ii) incenting the achievement of a targeted level of EBITDA is closely aligned with continued stockholder value creation and (iii) EBITDA provides a separate metric from that used in our long-term incentive plan, while continuing to motivate performance that is tied to stockholder value creation. Based on those factors, the committee concluded that a targeted level of adjusted EBITDA was the most appropriate annual financial performance metric. To focus executives on areas over which they have the most direct impact and motivate controllable performance, adjusted EBITDA was measured as follows:

  83. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | Corporate and other executives who have a significant impact on global performance (Messrs. Stuewe, Phillips, Bullock and Jansen): 100% based on global adjusted EBITDA performance. |

  84. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | Region/business line executives (Mr. van der Velden): 75% based on regional/business line performance and 25% based on global performance. |

  85. Annual Incentive Plan Performance Metrics and Range of Performance

    In addition, adjusted EBITDA includes our company’s portion of the EBITDA from our DGD joint venture, which is treated as an unconsolidated subsidiary in our financial statements but is a

  86. Annual Incentive Plan Performance Metrics and Range of Performance

    | 40 2024 Proxy Statement | |

  87. Annual Incentive Plan Performance Metrics and Range of Performance

    high-performing asset that is integral to how we operate our business. DGD is considered an important part of our strategy because it is not only contributing significantly to our EBITDA, which is expected to continue with the completion of DGD’s recent expansion projects and as demand for sustainable fuels continues to grow, but it also provides a significant market and enhanced margins for our fats and oils and thereby a hedge to offset commodity exposure in our Feed Ingredients segment. The pre-defined calculation of adjusted EBITDA is subject to adjustment by the committee for certain one-time, unusual or extraordinary items in order to more fairly assess our company’s performance for executive compensation purposes. These adjustments for compensation purposes may differ from the adjustments included in the company’s reported adjusted EBITDA. For fiscal 2023, these committee adjustments consisted of approximately $15.6 million in restructuring charges related to several plant closures in the U.S. and Europe and approximately $13.9 million in acquisition costs related to various acquisitions, including the Gelnex, FASA and Valley Proteins acquisitions. Financial performance measures are adjusted to reflect budgeted levels of currency exchange in order to properly measure job performance, as our company is an operating company and not in the business of trading currencies. In developing the 2023 annual adjusted EBITDA goals, target level performance was set by determining the adjusted EBITDA that would be achieved assuming ROGI performance for the prior fiscal year at the 75th percentile relative to our Performance Peer Group. These goals generally require a high level of performance to be achieved over the one-year period. Threshold and maximum levels are set as a percentage of target and are designed to provide a smaller award for lower levels of acceptable performance (threshold), to reward exceptional levels of performance (maximum), and to provide no award for performance below threshold. Fiscal 2023 Global Adjusted EBITDA Performance Goals (In Millions)

  88. Annual Incentive Plan Performance Metrics and Range of Performance

    | ACHIEVEMENT | GLOBAL | AWARD PAYOUT (PERCENTAGE OF TARGET) | | Below Threshold | Below $1,384,632 | 0% | | Threshold | $1,384,632 | 25% | | Target | $1,628,978 | 100% | | Maximum or Above | $1,873,325 | 200% |

  89. Annual Incentive Plan Performance Metrics and Range of Performance

    Strategic, Operational and Personal Goals (35% weighting): Each of our NEOs also had Strategic, Operational and Personal goals (“SOPs”) for fiscal 2023 that were tied to short-and long-term strategic objectives within the company. The SOPs were a blend of quantitative and qualitative goals for each NEO set at the beginning of the performance period, with a varying number of goals and weighting of those goals for each executive. The SOPs for our CEO and each of the other NEOs are reviewed and approved by the committee. The CEO makes recommendations to the committee on the SOPs for NEOs other than himself. Where appropriate, the SOPs are developed in alignment with our corporate strategy and are quantitative goals that are viewed as essential to drive the actions needed to achieve the plan. In addition, the SOPs are used to drive large corporate initiatives that are important to our company, its employees and other stakeholders, such as sustainability and ESG-related goals, which have been and continue to be part of the program. Metrics are defined as SMART (specific, measurable, achievable, relevant and time-bound) and are weighted based on a defined scale of achievement. With respect to fiscal 2023, the SOPs addressed items such as:

  90. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | developing and implementing our corporate strategy; |

  91. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | achieving safety and other sustainability and ESG-related goals; |

  92. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | integrating our recently acquired businesses; |

  93. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | achieving SG&A goals, including SG&A reductions at certain of our recently acquired businesses; |

  94. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | growing the core businesses and successfully executing on the DGD SAF project; |

  95. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | succession planning; and |

  96. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | other specific business development goals and projects. |

  97. Annual Incentive Plan Performance Metrics and Range of Performance

    At the end of the fiscal year, the CEO submits to the committee a performance self-assessment and conducts a final review with each of the other NEOs and individually rates their performance. The CEO then submits to the committee a performance assessment for each of the other NEOs. These assessments consider completion of objectives and the quality of work performed, and for non-quantitative goals may incorporate an element of judgment in assigning individual levels of achievement. A maximum payout of 200% of the target for the SOP component is possible for exceptional performance.

  98. Annual Incentive Plan Performance Metrics and Range of Performance

    | | 2024 Proxy Statement 41 |

  99. 2023 Performance Results and Award Payouts

    2023 Performance Results and Award Payouts For fiscal 2023, we achieved global adjusted EBITDA of approximately $1,611.9 million, which was 98.95% of the target adjusted EBITDA and resulted in award payouts to all participants in the annual incentive program equal to 92.07% of target payout on the global adjusted EBITDA portion of the performance goal. In addition, based on the committee’s review of the performance assessments of our NEOs, the following achievement percentages were assigned for the SOPs: 100% for Mr. Stuewe; 100% for Mr. Phillips; 100% for Mr. Jansen; 100% for Mr. van der Velden; and 100% for Mr. Bullock. For Mr. Stuewe, the committee noted the following achievements with respect to certain of his SOP goals:

  100. 2023 Performance Results and Award Payouts

    | GOAL | RESULT | | Achieve certain stated sustainability and ESG goals | ∎ Company completed first double materiality assessment and reported on full Scope 3 emissions. Company published updated Sustainability Progress Report that included progress updates for various stated goals. | | Focus on succession planning | ∎ Continued refinement of succession plan to the Board for C-suite level and other key positions, as demonstrated by the hiring of Mr. Jansen to the newly created position of Chief Operating Officer – North America and the hiring/promotion of persons to replace Messrs. Bullock and Elrod, two key retiring executives. | | Execute on strategic growth plan | ∎ Successfully closed on the acquisition of Gelnex, a leading global producer of collagen products (including gelatin and collagen peptides), which provides our company with increased capacity to meet the strong growth in demand for collagen products in the global health and nutrition market. | | Execute on M&A integration | ∎ Improved margins and achieved targeted SG&A reductions at certain of our recently acquired businesses. Developed a shared service platform for our Brazilian operations, with the opening of a new shared service center in Campinas, Brazil. |

  101. 2023 Performance Results and Award Payouts

    The chart below provides a summary of the awards earned for fiscal 2023 adjusted EBITDA and SOP performance by each NEO. Award Payouts Based on Actual Performance

  102. 2023 Performance Results and Award Payouts

    | EXECUTIVE | FISCAL 2023 TARGET BONUS OPPORTUNITY | ADJUSTED EBITDA PAYOUT (65% WEIGHTING) | SOP PAYOUT (35% WEIGHTING) | TOTAL AI PAYOUT | TOTAL PAYOUT AS A PERCENT OF TARGET | | Mr. Stuewe | $1,890,000 | $1,131,082 | $661,500 | $1,792,582 | 95% | | Mr. Phillips | $525,000 | $314,190 | $183,750 | $497,940 | 95% | | Mr. Jansen (1) | $450,685 | $269,075 | $157,366 | $426,441 | 95% | | Mr. van der Velden | $486,765 | $209,345 | $170,367 | $379,712 | 78% | | Mr. Bullock | $700,000 | $418,919 | $245,000 | $663,919 | 95% |

  103. 2023 Performance Results and Award Payouts

    | 1. | Mr. Jansen’s target annual incentive award value was calculated using the prorated value of his annual base salary based on his employment start date of May 11, 2023. |

  104. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION

  105. Overview

    Overview Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2023 that were tied to our performance. The principal objectives of the LTI design are to (i) motivate our NEOs to drive sustained long-term stockholder value creation, (ii) grant award opportunities that are based on the competitive market, but then adjusted for our performance, (iii) provide the NEOs with equity ownership opportunities that will further enhance their alignment with our stockholders’ interests and (iv) serve as an important retention tool. The committee believes that providing long-term, equity-based awards incentivizes executives to balance short- and long-term decisions, which helps to mitigate excessive risk-taking by our executives. Grants are generally made in the first quarter of each year; however, in limited, special situations, equity awards may be granted at other times to attract new executives and to retain existing executives. During 2023, one such grant was made in the form of a one-time grant on May 11, 2023 to Mr. Jansen of 44,304 RSUs as part of his new hire employment package, which will vest in three installments of 33-1/3% on each of the first three anniversaries of the grant date. This grant was made to help attract Mr. Jansen to our company and to compensate him in part for the value of the equity awards and other incentive opportunities he was forfeiting at his prior employer.

  106. Overview

    As illustrated in the charts below, under our current LTI program, participants receive (i) annual, overlapping grants of PSUs tied to three-year, forward-looking performance based on average return on gross investment (i.e., ROGI) relative to our Performance Peer Group and (ii) annual RSU grants that vest 33-1/3% on the 1st, 2nd and 3rd anniversaries of grant. LTI target level performance for the PSUs is based upon achievement of 50th percentile ROGI performance relative to our Performance Peer Group, subject to adjustment by a TSR modifier that reduces (or increases) the number of PSUs earned if TSR relative to our Performance Peer Group ranks near the bottom (or near the top). For performance between the 30th and 50th and between the 50th and 80th percentiles, the number of PSUs earned will be interpolated between threshold-target and target-maximum. The committee views this program to be aligned with the objectives of motivating and rewarding executives for performance on key long-term measures, while also promoting retention of executive talent, and the program is well-designed to drive stockholder value creation and focus executives on areas over which they have the most direct impact. Additional detail with respect to the design of the 2023 long-term incentive program is provided below.

  107. Mix of Equity Awards

    Mix of Equity Awards Under the 2017 Omnibus Incentive Plan, the committee may grant various types of equity-based awards. Consistent with the 2022 design, the committee provided long-term incentives for fiscal 2023 to the NEOs through a target value mix of time-based RSUs (40%) and performance-based PSUs (60%). The committee, with input from its independent compensation consultant, believes that this mix is consistent with market practice for these types of awards. Time Vested Restricted Stock Units. RSU awards directly align the interests of executives with those of stockholders by tying LTI compensation value to the company’s share price performance. In addition, RSUs promote retention of critical executive talent and help balance the executives’ LTI mix to minimize risk taking. We determined the January 2023 grant of RSUs to Messrs. Stuewe, Phillips, Bullock and van der Velden, as well as the May 2023 grant of RSUs to Mr. Jansen, by converting 40% of the target LTI value for each NEO, and other eligible management employees, using the closing price of our stock on the grant date, January 3, 2023. In the case of Mr. Jansen, his annual target LTI value was prorated based on his starting date of May 11, 2023. Dividend equivalents related to RSUs will be accrued and paid in cash at the same time as RSUs vest, but only if and to the extent RSUs vest. With the exception of Mr. Jansen, all of the RSUs granted to our NEOs vest in one-third increments on each of the first three anniversaries of the grant date (January 3, 2023), subject to continued service per the terms of the award agreement. In the case of Mr. Jansen, his RSUs under the 2023 LTI program were granted on his start date of May 11, 2023, and will vest in one-third increments at the same time as the other participants in the 2023 LTI program (i.e., January 3, 2024, January 3, 2025 and January 3, 2026), subject to continued service per the terms of the award agreement. Information regarding the grant date fair value and the number of RSUs awarded in 2023 under the 2023 LTI program to each of our NEOs is set forth in the 2023 Grants of Plan-Based Awards Table on page 50. Performance Share Unit Awards. PSUs are tied to our company’s long-term performance in order to directly link our NEOs’ pay to the achievement of sustained long-term operating performance. Reflective of the desire to balance prudent use of capital and returns to our stockholders, the committee has determined that the 2023 awards will be earned based on our ROGI relative to our Performance Peer Group for a three-year, forward-looking cycle. Awards based on ROGI are also subject to potential adjustment based on our TSR relative to the Performance Peer Group over the same period. Dividend equivalent units related to PSUs will be accrued and paid in company stock at the same time as PSUs are settled, but only if and to the extent PSUs are earned.

  108. Mix of Equity Awards

    | | 2024 Proxy Statement 43 |

  109. Mix of Equity Awards

    As in the prior year, for purposes of the 2023 executive compensation program, ROGI was determined as follows:

  110. Mix of Equity Awards

    | ROGI | = | earnings before interest, taxes, depreciation, and amortization (EBITDA) | ÷ | GROSS INVESTMENT | where | GROSS INVESTMENT | = | the sum of (i) current assets (excluding cash) less current liabilities (excluding the current portion of any long-term debt), plus (ii) gross property, plant and equipment (including gross intangibles and goodwill), plus (iii) equity in nonconsolidated subsidiaries |

  111. Mix of Equity Awards

    In addition, under our executive compensation program, the committee adjusts the ROGI performance results (or components thereof) to exclude the impact of extraordinary, unusual or unanticipated events, such as acquisitions, divestitures or mergers, stock splits or stock dividends or other similar material circumstances affecting or with respect to our company or any member of the Performance Peer Group during the performance period. The committee determines whether any such adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the PSUs with the goal of fairly comparing our company’s performance with the performance of the companies in the Performance Peer Group over the performance period. TSR is defined for purposes of the PSUs as follows:

  112. Mix of Equity Awards

    | TSR | = | cumulative amount of dividends for the performance period, assuming dividend reinvestment | + | the increase or decrease in the Average Stock Price from the first day of the performance period to the last day of the performance period | ÷ | the Average Stock Price determined as of the first day of the performance period | where | Average Stock Price is the average of the closing transaction prices of a share of our common stock, as reported on the NYSE, for 20 trading days immediately preceding the date for which the average stock price is being determined |

  113. Mix of Equity Awards

    The committee selected ROGI and TSR as the performance measures for the PSUs because they:

  114. Mix of Equity Awards

    | ∎ | Measure performance in a way that is tracked and well-understood by investors; |

  115. Mix of Equity Awards

    | ∎ | Capture both income and balance sheet impacts, including capital management actions; and |

  116. Mix of Equity Awards

    | ∎ | Take into effect long-term stockholder value creation. |

  117. Mix of Equity Awards

    The committee believes that ROGI continues to be the most appropriate measure of our company’s operating performance against its peers since it is a standard metric that enables a focus on the value of a particular asset and the working capital needed to operate that asset. ROGI Performance Levels

  118. Mix of Equity Awards

    | PERFORMANCE LEVEL | 2023-2025 AVERAGE ROGI VS. PERFORMANCE PEERS | PAYOUT % OF TARGET # OF PSUs | | Below Threshold | At or less than 30th percentile | 0% | | Target | At 50th percentile | 100% | | Maximum | Above 80th percentile | 225% |

  119. Mix of Equity Awards

    For performance between the 30th and 50th and between the 50th and 80th percentiles, the number of PSUs earned will be interpolated between threshold-target and target-maximum.

  120. Mix of Equity Awards

    | 44 2024 Proxy Statement | |

  121. Mix of Equity Awards

    TSR Modifier The number of PSUs determined to be earned based on ROGI as provided above will be further adjusted in accordance with the schedule set forth below, based on our company’s TSR relative to the TSR of the companies in the Performance Peer Group during the three-year performance period:

  122. Mix of Equity Awards

    | COMPANY’S TSR VS. PERFORMANCE PEERS | VESTING ADJUSTMENT | | At or less than 30th percentile | 30% reduction in shares eligible for vesting | | Greater than 30th percentile (but less than or equal to 80th percentile) | No adjustment | | Above 80th percentile | 30% increase in shares eligible for vesting, subject to a maximum vesting percentage of 225% of the target award |

  123. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards As previously mentioned, 60% of the target LTI value is delivered in the form of PSUs and 40% is delivered in the form of RSUs. The chart below summarizes the target LTI awards for the NEOs for fiscal 2023. With respect to Mr. Stuewe, after considering market data, his individual performance and his targeted annual total direct compensation, the committee increased Mr. Stuewe’s 2023 target LTI value from 375% to 464% of his annual base salary, thereby increasing the “at-risk” portion of his annual total direct compensation and further aligning it with the interests of our stockholders. Information regarding the fair market value and number of PSUs that the NEOs may earn at the end of the 2023-2025 performance period, subject to the performance metrics described above, is shown in the 2023 Grants of Plan-Based Awards Table on page 50. The starting value for the award, however, does not represent the actual compensation the NEOs will realize. These awards are intended to focus the NEOs on future company performance, and the actual value realized by an NEO will depend on our performance over time and the NEO’s continued employment with our company. Fiscal 2023 Target Long-Term Incentive Awards

  124. 2023 Long-Term Incentive Awards

    | EXECUTIVE | PERCENT OF BASE SALARY | IN DOLLARS | TARGET NUMBER OF PSUs | NUMBER OF TIME VESTED RESTRICTED STOCK UNITS | | Mr. Stuewe | 464% | $5,846,400 | 57,496 | 38,331 | | Mr. Phillips | 150% | $1,050,000 | 10,326 | 6,884 | | Mr. Jansen | 150% | $676,028(1) | 6,648 | 4,432 | | Mr. van der Velden | 150% | $960,840(2) | 9,449 | 6,300 | | Mr. Bullock | 150% | $1,050,000 | 10,326 | 6,884 |

  125. 2023 Long-Term Incentive Awards

    | 1. | Mr. Jansen’s target LTI value was calculated using the prorated value of his annual base salary based on his employment start date of May 11, 2023. |

  126. 2023 Long-Term Incentive Awards

    | 2. | The target number of PSUs and RSUs were calculated for Mr. van der Velden using this dollar amount, which was the amount of his base salary in U.S. dollars using the exchange rate at December 30, 2022 of 1.0676 U.S. dollars per euro. |

  127. 2021-2023 PSU Award Determinations

    2021-2023 PSU Award Determinations Following the end of a PSU performance cycle, the committee reviews and certifies the performance attained based on our reported audited financial statements, subject to the potential adjustments described above. Each PSU that vests is settled with a share of our common stock. In February 2024, the committee reviewed and certified achievement of the performance metrics for the PSUs granted in January 2021 for the 2021-2023 performance period. Relative ROGI for this 3-year performance cycle was at the 100th percentile. In addition, relative TSR for this same period was at the 32nd percentile. Consequently, the maximum 225% of the target number of PSUs granted in January 2021 was earned. The committee made no adjustments for non-recurring charges or one-time events. The performance scale and TSR modifier for the 2021-2023 cycle at threshold, target and maximum levels was the same as for the 2023-2025 cycle shown above. The value and number of PSUs that the NEOs earned for the 2021-2023 performance period are shown in the “Stock Awards” columns of the 2023 Option Exercises and Stock Vested Table on page 53.

  128. 2021-2023 PSU Award Determinations

    | | 2024 Proxy Statement 45 |

  129. EMPLOYMENT AND SEVERANCE AGREEMENTS

    EMPLOYMENT AND SEVERANCE AGREEMENTS Our company has entered into an employment agreement with Mr. Stuewe and Senior Executive Termination Benefits Agreements with Messrs. Phillips and Jansen, each of which provide for, among other things, potential payments and other benefits upon termination of employment for a variety of reasons. We have also entered into an employment agreement with Mr. van der Velden that includes certain notice period requirements for any termination of employment. None of these agreements contain excise tax gross-up provisions related to potential change of control payments. Mr. Bullock also had a Senior Executive Termination Benefits Agreement, for which certain of the covenants contained therein for the benefit of the company remain in effect following his retirement. In June of 2023, the company adopted a new form of Senior Executive Termination Benefits Agreement for its senior executive officers, including Messrs. Phillips and Jansen, and which, in the case of Mr. Phillips, replaced and superseded his prior agreement with the company. The new agreement brings the severance benefits provided to our senior executive officers more in line with the current market levels, as supported by market information provided by Meridian to the committee. See “Employment Agreements” and “Potential Payments upon Termination or Change-of-Control” included elsewhere in this Proxy Statement for a description of these agreements, including the severance benefits thereunder. Our company has no outstanding equity award agreements that include provisions automatically accelerating vesting upon a change of control (sometimes referred to as “single-trigger” vesting), provided that the awards are assumed or replaced by the acquiring company. Instead, under such circumstances, the award agreements provide for vesting following a change of control only if there is also an involuntary termination (either by the company without cause or by the executive for good reason) within a stated period following the change of control. This is often referred to as “double-trigger” vesting, as it requires both a change of control (the first trigger) and a subsequent involuntary termination (the second trigger). The committee believes that these severance arrangements are an important part of overall compensation for our NEOs and an important recruitment and retention tool as most of our competitors have implemented similar arrangements for their senior employees. Certain of these agreements include committee approved change of control provisions to provide reasonable personal protection to our senior executives in the context of an actual or potential change of control of our company. The committee views these arrangements as preventing management distraction during the critical periods prior to and the critical periods following a change of control.

  130. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth certain information with respect to the total compensation paid to, awarded to or earned by each of our named executive officers for our fiscal years 2023 and, to the extent required by SEC disclosure rules, 2022 and 2021.

  131. 2023 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS | STOCK AWARDS (1) | OPTION AWARDS | NON-EQUITY INCENTIVE PLAN COMPEN- SATION (2) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPEN- SATION EARNINGS (3) | ALL OTHER COMPEN- SATION | TOTAL | | Randall C. Stuewe Chairman and Chief Executive Officer | 2023 | $1,260,000 | — | $6,159,169 | — | $1,792,582 | $23,414 | $97,504(4) | $9,332,669 | | | 2022 | 1,200,000 | — | 4,500,000 | — | 2,874,000 | 0 | 85,017 | 8,659,017 | | | 2021 | 1,200,000 | — | 4,294,800 | — | 2,383,200 | 0 | 78,652 | 7,956,652 | | Brad Phillips Executive Vice President – Chief Financial Officer | 2023 | 700,000 | — | 1,106,163 | — | 497,940 | 2,804 | 78,980(5) | 2,385,887 | | | 2022 | 500,000 | — | 750,000 | — | 723,750 | 0 | 71,506 | 2,045,256 | | | 2021 | 463,500 | — | 579,375 | — | 527,000 | 0 | 69,471 | 1,639,346 | | Matt Jansen (9) Chief Operating Officer – North America | | | | | | | | | | | | 2023 | 449,615 | — | 3,528,192 | — | 426,441 | — | 422,897(6) | 4,827,145 | | Jan van der Velden (10) Executive Vice President – International Rendering and Specialties | 2023 | 649,020 | — | 1,012,222 | — | 379,712 | 112,497 | 130,728(7) | 2,284,179 | | | 2022 | 486,073 | — | 783,613 | — | 542,457 | — | 105,554 | 1,917,697 | | | 2021 | 530,263 | — | 687,477 | — | 586,206 | 14,202 | 120,788 | 1,938,936 | | John Bullock (11) Former Executive Vice President – Chief Strategy Officer | 2023 | 700,000 | — | 1,106,163 | — | 663,919 | — | 105,361(8) | 2,575,443 | | | 2022 | 655,636 | — | 983,455 | — | 1,265,378 | — | 93,200 | 2,997,670 | | | 2021 | 636,540 | — | 795,675 | — | 1,228,522 | — | 97,067 | 2,757,804 |

  132. 2023 Summary Compensation Table

    | 1. | In the case of the stock awards column, (A) for Messrs. Stuewe, Phillips, Bullock and van der Velden, it represents the aggregate full grant date fair value computed in accordance with FASB ASC Topic 718 of the PSUs and RSUs granted to such named executive officers on January 3, 2023, under the 2023 LTI program and (B) for Mr. Jansen it represents the aggregate full grant date fair value computed in accordance with FASB ASC Topic 718 of (i) the PSUs and RSUs granted to Mr. Jansen on May 11, 2023 under the 2023 LTI program and (ii) the one-time grant on May 11, 2023 of 44,304 RSUs made to Mr. Jansen in connection with his acceptance of employment with our company, which RSUs vest in three installments of 33-1/3% on each of the first three anniversaries of the grant date (the “One-Time Jansen Grant”). Under FASB ASC Topic 718, the ROGI and TSR vesting conditions related to the PSUs granted to the NEOs in 2023 are considered market conditions and not performance conditions. Accordingly, there is no grant date fair value in excess of the amount reflected in the table above that could be calculated and disclosed based on achievement of the underlying market condition. Amounts reported for these awards may not represent the amounts that the named executive officers will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on our company’s actual operating performance, stock price fluctuations and the named executive officer’s continued employment. See “Components of Fiscal 2023 Executive Compensation Program – Long-Term Incentive Compensation” on page 42. In addition, see Note 13 of the consolidated financial statements in our Annual Report for the fiscal year ended December 30, 2023, regarding assumptions underlying valuation of equity awards. |

  133. 2023 Summary Compensation Table

    | 2. | The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned and payable to each named executive officer for fiscal 2023, 2022 and 2021, as the case may be, under the applicable annual incentive plan. For fiscal 2023, these amounts are the actual amounts earned under the awards described in the 2023 Grants of Plan-Based Awards table on page 50. For fiscal 2023, payments under the annual incentive plan were calculated as described in “Components of Fiscal 2023 Executive Compensation Program – Annual Incentive Compensation” on page 40. |

  134. 2023 Summary Compensation Table

    | 3. | The item for fiscal 2023 represents the change in the actuarial present value of the named executive officers’ accumulated benefits under the applicable retirement plan from January 1, 2023 to December 31, 2023. This change is the difference between the fiscal 2022 and fiscal 2023 measurements of the present value, assuming that benefit is not paid until age 62 for Mr. Stuewe, for Mr. Phillips his current age of 64 and age 65 for Mr. van der Velden. Each of these amounts was computed using the same assumptions used for financial statement reporting purposes under FAS 87, Employers’ Accounting for Pensions as described in Note 15 of the consolidated financial statements in our Annual Report for the fiscal year ended December 30, 2023. |

  135. 2023 Summary Compensation Table

    | 4. | Represents $24,000 in auto allowance, $14,290 in club dues paid by our company, $31,164 in group life and $28,050 in employer contributions and employer discretionary contributions to our company’s 401(k) plan. |

  136. 2023 Summary Compensation Table

    | 5. | Represents $14,010 in auto allowance, $14,290 in club dues paid by our company, $22,630 in group life and $28,050 in employer contributions and employer discretionary contributions to our company’s 401(k) plan. |

  137. 2023 Summary Compensation Table

    | 6. | Represents $7,846 in auto allowance, $4,162 in group life and $410,889 in relocation benefits, which consisted of moving expenses in the amount of $40,838, realtor fees of $270,000, and tax reimbursements with respect to such relocation benefits of $100,051. The aggregate incremental cost for the moving expenses and realtor fees was determined based on the cost reimbursed to the third-party service provider or Mr. Jansen, as applicable. |

  138. 2023 Summary Compensation Table

    | 7. | Represents $26,606 in auto allowance, $1,947 in personal allowance, $6,490 in club dues paid by our company and $95,685 in employer pension contributions. |

  139. 2023 Summary Compensation Table

    | 8. | Represents $18,500 in auto allowance, $4,005 in club dues paid by our company, $54,806 in group life and $28,050 in employer contributions and employer discretionary contributions to our company’s 401(k) plan. |

  140. 2023 Summary Compensation Table

    | 9. | Mr. Jansen did not become a named executive officer until fiscal 2023. Accordingly, no information is given in this table for fiscal years prior to fiscal 2023. |

  141. 2023 Summary Compensation Table

    | 10. | Mr. van der Velden is paid in euros, and his annual base salary in fiscal 2023 was €600,000. All amounts in the Summary Compensation Table other than the amounts in the Stock and Option Awards columns, as well as all dollar amounts of compensation noted elsewhere in this Proxy Statement for Mr. van der Velden (except for the value of shares of our common stock and equity awards), represent data converted from euros. For 2023, compensation was converted at the average exchange rate during 2023 of 1.0817 U.S. dollars per euro. |

  142. 2023 Summary Compensation Table

    | 11. | Mr. Bullock retired on February 15, 2024, and therefore ceased to be an executive officer of our company on such date. |

  143. 2023 Summary Compensation Table

    | | 2024 Proxy Statement 49 |

  144. 2023 Summary Compensation Table

    Grants of Plan-Based Awards

  145. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth certain information with respect to the plan-based awards granted to the named executive officers during the fiscal year ended December 30, 2023.

  146. 2023 Grants of Plan-Based Awards

    | NAME | GRANT DATE | APPROVAL DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (4) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Randall C. Stuewe | 1/3/23 | 12/19/22 | $968,625 | $1,890,000 | $3,780,000 | | | | | | | | 1/3/23 | 12/19/22 | | | | 2,874 | 57,496 | 129,366 | | $3,820,609 | | | 1/3/23 | 12/19/22 | | | | | | | 38,331 | $2,338,560 | | Brad Phillips | 1/3/23 | 12/19/22 | $269,063 | $525,000 | $1,050,000 | | | | | | | | 1/3/23 | 12/19/22 | | | | 516 | 10,326 | 23,233 | | $686,163 | | | 1/3/23 | 12/19/22 | | | | | | | 6,884 | $420,000 | | Matt Jansen | 5/11/23 | 5/7/23 | $230,976 | $450,685 | $901,370 | | | | | | | | 5/11/23 | 5/7/23 | | | | 332 | 6,648 | 14,958 | | $457,781 | | | 5/11/23 | 5/7/23 | | | | | | | 4,432 | $280,102 | | | 5/11/23 | 5/7/23 | | | | | | | 44,304 | $2,800,013 | | Jan van der Velden | 1/3/23 | 12/19/22 | $249,467 | $486,765 | $973,530 | | | | | | | | 1/3/23 | 12/19/22 | | | | 472 | 9,449 | 21,260 | | $627,886 | | | 1/3/23 | 12/19/22 | | | | | | | 6,300 | $384,336 | | John Bullock | 1/3/23 | 12/19/22 | $358,750 | $700,000 | $1,400,000 | | | | | | | | 1/3/23 | 12/19/22 | | | | 516 | 10,326 | 23,233 | | $686,163 | | | 1/3/23 | 12/19/22 | | | | | | | 6,884 | $420,000 |

  147. 2023 Grants of Plan-Based Awards

    | 1. | Represents the range of annual cash incentive award opportunities pursuant to the annual incentive bonus component of the 2023 executive compensation program. The minimum potential payout for each of the named executive officers was zero. The threshold and target amounts assume achievement of 100% of the SOPs of the personal objective component of the annual incentive bonus payable pursuant to the 2023 executive compensation program, while the maximum amount assumes achievement of 200% of the SOPs. The performance period began on January 1, 2023, and ended on December 30, 2023. Actual payments under these awards have already been determined and paid and are included in the Non-Equity Incentive Plan Compensation column of the fiscal year 2023 Summary Compensation Table. For a detailed discussion of the annual incentive bonus for fiscal year 2023, see “Components of Fiscal 2023 Executive Compensation Program – Annual Incentive Compensation” on page 40. Amounts shown for Mr. van der Velden are based on his annual base salary in fiscal 2023 of €600,000 and have been converted to U.S. dollars using the conversion rate of 1.0817 U.S. dollars per euro, which is the full year average rate of the euro to the U.S. dollar for 2023. |

  148. 2023 Grants of Plan-Based Awards

    | 2. | Represents the range of shares of our common stock that may be released at the end of the performance period for PSUs awarded pursuant to the long-term incentive component of the 2023 executive compensation program, which performance period is January 1, 2023 – January 3, 2026. The minimum potential payout for each of the named executive officers under these PSUs is zero. Payment of the award is subject to the achievement of certain performance metrics during the performance period. For a detailed discussion of the PSU awards, see “Components of Fiscal 2023 Executive Compensation Program – Long-Term Incentive Compensation” on page 42. |

  149. 2023 Grants of Plan-Based Awards

    | 3. | Represents the RSUs awarded pursuant to the long-term incentive component of the 2023 executive compensation program and, in the case of Mr. Jansen, also includes the One-Time Jansen Grant. For a detailed discussion of the RSU awards, including the One-Time Jansen Grant, see “Components of Fiscal 2023 Executive Compensation Program – Long-Term Incentive Compensation” on page 42. |

  150. 2023 Grants of Plan-Based Awards

    | 4. | This column shows the full grant date fair value of equity awards under FASB ASC Topic 718 granted to the named executive officers in 2023. Generally, the full grant date fair value is the amount the company would expense in its financial statements over the award’s vesting schedule. See Note 13 of the consolidated financial statements in our Annual Report for the fiscal year ended December 30, 2023 regarding assumptions underlying valuation of equity awards. Actual amounts ultimately realized by the named executive officers from the disclosed stock awards will likely vary based on a number of factors, including the amounts of the actual awards, our operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise or applicable vesting. |

  151. 2023 Grants of Plan-Based Awards

    | 50 2024 Proxy Statement | |

  152. 2023 Grants of Plan-Based Awards

    Employment Agreements

  153. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information with respect to unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer that were outstanding as of December 30, 2023:

  154. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (1) (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (2) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (3) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (4) ($) | | Randall C. Stuewe | 61,124 | — | $19.94 | 03/04/2024 | 65,573 | $3,268,158 | 210,226 | $10,477,664 | | | 302,700 | — | $14.76 | 03/10/2025 | | | | | | | 353,152 | — | $8.51 | 02/25/2026 | | | | | | | 263,704 | — | $11.97 | 03/07/2026 | | | | | | | 236,443 | — | $12.29 | 02/06/2027 | | | | | | | 182,919 | — | $18.82 | 01/29/2028 | | | | | | | 217,877 | — | $21.00 | 01/25/2029 | | | | | | | 189,856 | — | $28.89 | 01/06/2030 | | | | | | Brad Phillips | 8,682 | — | $28.89 | 01/06/2030 | 11,105 | $553,473 | 36,710 | $1,829,626 | | Matt Jansen | — | — | — | — | 48,736 | $2,429,002 | 14,958 | $745,507 | | Jan van der Velden | 33,629 | — | $21.00 | 01/25/2029 | 10,902 | $543,356 | 35,340 | $1,761,346 | | | 28,271 | — | $28.89 | 01/06/2030 | | | | | | John Bullock | — | — | — | — | 12,502 | $623,100 | 40,904 | $2,038,655 |

  155. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 1 | In the case of Messrs. Stuewe, Phillips, van der Velden and Bullock, reflects unearned RSUs that were granted on January 4, 2021, January 3, 2022 and January 3, 2023, pursuant to the long-term incentive components of the 2021, 2022 and 2023, respectively, executive compensation programs and that vest in equal installments on the first three anniversary dates of the grant. In the case of Mr. Jansen, reflects (i) 4,432 unearned RSUs that were granted on May 11, 2023, pursuant to the long-term incentive component of the 2023 executive compensation program and that vest in equal installments on January 3, 2024, January 3, 2025 and January 3, 2026 and (ii) the One-Time Jansen Grant, which vests in equal installments on May 11, 2024, May 11, 2025 and May 11, 2026. |

  156. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 2. | Value stated is the number of unvested RSUs, multiplied by the closing price of a share of our common stock on December 29, 2023 ($49.84). |

  157. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 3. | In the case of Messrs. Stuewe, Phillips, van der Velden and Bullock, reflects unearned PSU awards (at the maximum performance level) granted on January 3, 2022 and January 3, 2023, pursuant to the long-term incentive components of the 2022 and 2023, respectively, executive compensation programs. In the case of Mr. Jansen, reflects unearned PSU award (at the maximum performance level) granted on May 11, 2023, pursuant to the long-term incentive component of the 2023 executive compensation program. |

  158. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 52 2024 Proxy Statement | |

  159. 2023 Outstanding Equity Awards at Fiscal Year-End

    Option Exercises and Stock Vested

  160. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 4. | Value stated is the number of unearned PSUs in the 2022 and 2023 performance awards, as applicable, (based on the maximum performance level) multiplied by the closing price of a share of our common stock on December 29, 2023 ($49.84), details of which are shown in the table below. The PSUs for the 2021-2023 performance cycle are not included in the table, as they are considered earned as of December 30, 2023, and are reported in the 2023 Option Exercises and Stock Vested Table in this Proxy Statement. The 2021-2023 PSU awards were earned based on performance as of December 30, 2023. |

  161. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | 2022 PSUs | | 2023 PSUs | | | | MAXIMUM SHARES (#) | VALUE ($) | MAXIMUM SHARES (#) | VALUE ($) | | Randall C. Stuewe | 80,860 | $4,030,062 | 129,366 | $6,447,601 | | Brad Phillips | 13,477 | 671,694 | 23,233 | 1,157,933 | | Matt Jansen | — | — | 14,958 | 745,507 | | Jan van der Velden | 14,080 | 701,747 | 21,260 | 1,059,598 | | John Bullock | 17,671 | 880,723 | 23,233 | 1,157,933 |

  162. 2023 Outstanding Equity Awards at Fiscal Year-End

    | These PSUs will be earned over three-year performance periods ending December 28, 2024 and January 3, 2026, respectively. The number of shares of our common stock shown in the table above assumes the maximum performance level. The number of shares ultimately received will depend on actual performance at the end of the performance period and continued employment with our company. |

  163. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table lists the number of shares acquired and the value realized as a result of option exercises by the named executive officers during the fiscal year ended December 30, 2023, and the value of any PSUs and RSUs that vested during the fiscal year ended December 30, 2023.

  164. 2023 Option Exercises and Stock Vested

    | | OPTION AWARDS (1) | | STOCK AWARDS (2) | | | | SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Randall C. Stuewe | 73,772 | $3,495,317 | 113,511 | $5,869,620 | | Brad Phillips | — | — | 15,587 | 808,538 | | Matt Jansen | — | — | — | — | | Jan van der Velden | — | — | 18,291 | 946,945 | | John Bullock | 105,115 | 4,250,163 | 21,316 | 1,104,915 |

  165. 2023 Option Exercises and Stock Vested

    | 1. | Represents the number of stock options exercised in fiscal 2023. The value realized upon exercise is equal to the number of options exercised multiplied by the difference between the market price of a share of our common stock on the date of exercise and the exercise price. |

  166. 2023 Option Exercises and Stock Vested

    | 2. | Represents the number of (i) PSUs for the 2021-2023 performance period that ended on December 30, 2023, that vested in fiscal 2023 and (ii) RSUs that vested in fiscal 2023. The value realized upon vesting is computed by multiplying the number of PSUs or RSUs, as the case may be, by the closing stock price on the date of vesting. |

  167. 2023 Option Exercises and Stock Vested

    Details regarding the PSUs and RSUs that vested and the value realized are set forth below:

  168. 2023 Option Exercises and Stock Vested

    | | 2021-2023 PSUs | | RSUs | | | | (#) | VALUE ($) | (#) | VALUE ($) | | Randall C. Stuewe | 94,862 | $4,727,922 | 18,649 | $1,141,698 | | Brad Phillips | 12,798 | 637,852 | 2,789 | 170,686 | | Matt Jansen | — | — | — | — | | Jan van der Velden | 15,185 | 756,820 | 3,106 | 190,125 | | John Bullock | 17,574 | 875,888 | 3,742 | 229,026 |

  169. 2023 Option Exercises and Stock Vested

    | | 2024 Proxy Statement 53 |

  170. 2023 Option Exercises and Stock Vested

    Pension Benefits

  171. Pension Benefits

    Pension Benefits The following table shows the present value of accumulated benefits payable to each of the eligible named executive officers, including the number of years of service credited to each eligible named executive officer, under our Salaried Employees’ Retirement Plan, as applicable, determined using interest rate and post-retirement mortality rate assumptions. For Mr. Stuewe, these values are calculated assuming retirement at age 62, the earliest age at which a participant can receive an unreduced retirement benefit from our Salaried Employees’ Retirement Plan. For Mr. Phillips, the value is calculated using his current age of 64. Our Salaried Employees’ Retirement Plan was frozen effective December 31, 2011. For Mr. van der Velden, the value is calculated assuming retirement at age 65 for benefits accrued up to January 1, 2014, age 67 for benefits accrued from January 1, 2014 through December 31, 2017, and age 68 for benefits accrued from January 1, 2018. Messrs. Bullock and Jansen do not participate in a pension plan. Information regarding the plan and the terms and conditions of payments and benefits available under the plan can be found under the heading “Other Features of our Compensation Program – Retirement Benefits and Perquisites” on page 46.

  172. Pension Benefits

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | PAYMENTS DURING LAST FISCAL YEAR ($) | | Randall C. Stuewe | Salaried Employees’ Retirement Plan | 8.83 | $306,914 | — | | Brad Phillips | Salaried Employees’ Retirement Plan | 23.17 | 747,831 | — | | Matt Jansen | — | — | — | — | | Jan van der Velden | Netherlands—PGB, former SPS Pension Plan | 34.50 | 736,638 | — | | John Bullock | — | — | — | — |

  173. Pension Benefits

    The present value of accumulated benefits has been calculated as of December 31, 2023, which is the measurement date for financial statement reporting purposes. The present value of accumulated benefits has been calculated assuming the retirement ages described above, and no pre-retirement death, disability, or withdrawal was assumed. All other assumptions used (including a 4.85% discount rate for Messrs. Stuewe and Phillips and a 3.60% discount rate for Mr. van der Velden) are consistent with the assumptions used for our company’s audited financial statements for the fiscal year ended December 30, 2023. See Note 15 of the consolidated financial statements in our Annual Report for the fiscal year ended December 30, 2023, for more information regarding the assumptions underlying the valuation of the pension benefits.

  174. Pension Benefits

    | 54 2024 Proxy Statement | |

  175. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control Mr. Stuewe’s employment agreement includes provisions pursuant to which he is entitled to the following severance and other payments upon his termination:

  176. Potential Payments upon Termination or Change of Control

    | ∎ | Termination upon Death: In the event that Mr. Stuewe’s employment with our company terminates as the result of his death, Mr. Stuewe’s designated beneficiary is entitled to receive the following amounts: (i) accrued but unpaid base salary through the date of termination, in a lump sum payment, within thirty days of termination; (ii) earned but unpaid bonus for a completed fiscal year, in a lump sum payment, within thirty days of termination; (iii) business expenses and accrued vacation pay, in a lump sum payment, within thirty days of termination; (iv) amounts to which Mr. Stuewe is entitled pursuant to Mr. Stuewe’s participation in employee benefit plans (the above amounts are collectively referred to as the “Accrued Entitlements”); and (v) death benefits equal to two times Mr. Stuewe’s then-effective base salary pursuant to a group life insurance policy maintained at our company’s expense. |

  177. Potential Payments upon Termination or Change of Control

    | ∎ | Termination upon Disability: In the event that Mr. Stuewe’s employment with our company terminates as the result of his disability (as defined in his employment agreement), Mr. Stuewe is entitled to receive (i) the Accrued Entitlements and (ii) $10,000 per month until Mr. Stuewe reaches 65 years of age pursuant to a group disability policy maintained at our company’s expense. |

  178. Potential Payments upon Termination or Change of Control

    | ∎ | Termination for Cause; Resignation without Good Reason: If our company terminates Mr. Stuewe for cause (as defined in his employment agreement and discussed in “Employment Agreements – Mr. Stuewe’s Employment Agreement” above) or Mr. Stuewe resigns without good reason (as defined in his |

  179. Potential Payments upon Termination or Change of Control

    | employment agreement and discussed in “Employment Agreements – Mr. Stuewe’s Employment Agreement” above), Mr. Stuewe is entitled to receive the Accrued Entitlements only. |

  180. Potential Payments upon Termination or Change of Control

    | ∎ | Termination without Cause; Resignation for Good Reason: If our company terminates Mr. Stuewe without cause or Mr. Stuewe resigns for good reason (other than within twelve months following a change of control as discussed below), Mr. Stuewe is entitled to receive the following payments, together with certain additional payments that are not, individually or in the aggregate, material: (i) the Accrued Entitlements; (ii) a lump sum payment, within thirty days of the date of termination, equal to two times Mr. Stuewe’s base salary at the highest rate in effect in the preceding twelve months; and (iii) an amount equal to the bonus that he would have been entitled to at year end, but only if our company’s performance to the termination date would entitle him to the bonus. |

  181. Potential Payments upon Termination or Change of Control

    | ∎ | Termination upon a Change of Control of our company: If within twelve months following a change of control, either our company terminates Mr. Stuewe’s employment without cause or Mr. Stuewe resigns for good reason, Mr. Stuewe is entitled to the following payments, among others: (i) the Accrued Entitlements; (ii) a lump sum payment, within thirty days of the date of termination, equal to three times Mr. Stuewe’s base salary at the highest rate in effect in the preceding twelve months; and (iii) an amount equal to the bonus that he would have been entitled to at year end, but only if our company’s performance to the termination date would entitle him to the bonus. |

  182. Potential Payments upon Termination or Change of Control

    Pursuant to Mr. Stuewe’s employment agreement, subject to certain exceptions, during Mr. Stuewe’s employment with our company and for a period of (i) two years thereafter in the event of termination without cause, (ii) three years thereafter in the event of termination upon a change of control and (iii) one year thereafter in each other instance (the “Restricted Period”), Mr. Stuewe may not have any ownership interest in, or be an employee, salesman, consultant, officer or director of, any entity that engages in the United States, Canada or Mexico in a business that is similar to that in which our company is engaged in the territory. Subject to certain limitations, Mr. Stuewe’s employment agreement also prohibits him from soliciting our company’s customers, employees or consultants during the Restricted Period. Further, Mr. Stuewe is required by his employment agreement to keep all confidential information in confidence during his employment and at all times thereafter. Mr. Stuewe’s employment agreement contains a provision that provides that in the event it will be determined that any payment or distribution by our company to Mr. Stuewe or for his benefit would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by Mr. Stuewe with respect to such excise tax, then such payments will be reduced (but not below zero) if and to the extent that such reduction would result in Mr. Stuewe retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the excise tax), than if Mr. Stuewe received all of such payments. The employment agreement provides that our company will reduce or eliminate any such payments, by first reducing or eliminating the portion of such payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the determination. Additionally, Mr. Stuewe’s employment agreement contains provisions intended to comply with Section 409A of the Code and the guidance promulgated thereunder.

  183. Potential Payments upon Termination or Change of Control

    | | 2024 Proxy Statement 55 |

  184. Potential Payments upon Termination or Change of Control

    As of the end of fiscal 2023, we had in effect Senior Executive Termination Benefits Agreements with each of Messrs. Phillips and Jansen, which provide for, subject to certain conditions including the execution and non-revocation of a general release and continued compliance with all terms of the agreement, the following severance and other payments upon the termination of their employment for the following reasons:

  185. Potential Payments upon Termination or Change of Control

    | ∎ | Termination without Cause (without a Change of Control): If our company terminates the executive without cause (other than within twenty-four (24) months following a change of control as discussed below), the executive is entitled to receive the following payments: (i) his annual base salary in effect at the time of his termination for a period of twenty-four (24) months, paid periodically in installments over such period in accordance with our company’s ordinary payroll practices, (ii) a prorated amount of the bonus that he would have been entitled to with respect to the fiscal year in which the termination occurs, based on actual performance, (iii) a lump sum payment in an amount equal to any prior fiscal year bonus earned but not yet paid to the executive, (iv) any accrued vacation pay due but not yet taken at the date of his termination, (v) a monthly reimbursement payment for up to eighteen (18) months equal to the applicable COBRA premium rate, if any, for health, dental and other similar COBRA coverage, and (vi) up to $20,000 in outplacement counseling services. |

  186. Potential Payments upon Termination or Change of Control

    | ∎ | Termination without Cause or Resignation for Good Reason following a Change of Control: If our company terminates the executive without cause or the executive resigns for good reason (as defined in the Senior Executive Termination Benefits Agreement) within twenty-four (24) months following a change of control, the executive is entitled to receive the following payments: (i) a lump sum payment equal to two times the sum of (A) his annual base salary at the highest rate in effect for the preceding twelve (12) months prior to the termination date and (B) his target annual bonus amount for the fiscal year in which the termination occurs, (ii) a prorated amount equal to the greater of (A) the bonus that he would have been entitled to with respect to the fiscal year in which the termination occurs or (B) his target annual bonus amount for the fiscal year in which the termination occurs, based on actual performance, (iii) a lump sum payment in an amount equal to any prior fiscal year bonus earned but not yet paid to the executive, (iv) any accrued vacation pay due but not yet taken at the date of his termination, (v) a monthly reimbursement payment for up to eighteen (18) months equal to the applicable COBRA premium rate, if any, for health, dental and other similar COBRA coverage, and (vi) up to $20,000 in outplacement counseling services. |

  187. Potential Payments upon Termination or Change of Control

    These Senior Executive Termination Benefits Agreements contain covenants for the benefit of our company relating to the protection of our confidential information, return of company property, continued cooperation in certain matters involving our company and non-solicitation of our employees, non-competition with our company and non-interference with our company’s business during employment and for two years following a termination of employment. The Senior Executive Termination Benefits Agreements with each of Messrs. Phillips and Jansen contain a provision that provides that in the event it will be determined that any payment or distribution by our company to them or for their benefit would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by them with respect to such excise tax, then such payments will be reduced (but not below zero) if and to the extent that such reduction would result in their retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the imposition of the excise tax), than if they received all of such payments. Mr. Bullock also had a Senior Executive Termination Benefits Agreement in effect at the end of fiscal 2023, which provided that, subject to certain conditions, our company had to continue to pay Mr. Bullock upon any termination of his employment (except termination by reason of the voluntary resignation, termination for cause or termination by reason of normal retirement) for one year (i) his annual base salary in effect at the time of his termination, (ii) any accrued vacation pay due but not yet taken at the date of his termination, (iii) life and disability and certain other similar benefits of our company (or similar benefits provided by our company) in effect immediately prior to the date of termination to the extent allowed under the applicable policies, and (iv) an amount equal to the applicable COBRA premium rate, if any, for health, dental and other similar COBRA coverage. Mr. Bullock retired in February 2024, so these provisions are no longer applicable. His agreement also contained covenants for the benefit of our company relating to the protection of our confidential information, return of company property, non-solicitation of our employees during employment and for one year following a termination of employment, non-disparagement of our company and its business, and continued cooperation in certain matters involving our company. Mr. van der Velden is not a party to a Senior Executive Termination Benefits Agreement and would receive separation payments and benefits as required under the laws of the Netherlands, as described below. As noted above, Mr. Bullock retired from the company on February 15, 2024. Mr. Bullock did not receive any cash severance benefits in connection with his retirement. In accordance with the terms of Mr. Bullock’s outstanding award agreements and due to Mr. Bullock satisfying the age, service and notice requirements for retirement, Mr. Bullock will receive retirement vesting treatment under the terms of his outstanding RSU and PSU agreements, resulting in full acceleration of Mr. Bullock’s outstanding RSUs and eligibility to vest in Mr. Bullock’s outstanding PSUs based on actual performance through the end of the respective performance period (the estimated value of Mr. Bullock’s outstanding RSUs and PSUs as of his retirement date was $957,979, assuming a closing share price on February 15, 2024 of $42.83 and target performance under the outstanding 2022 and 2023 PSUs).

  188. Potential Payments upon Termination or Change of Control

    | 56 2024 Proxy Statement | |

  189. Potential Payments upon Termination or Change of Control

    The tables below reflect the amount of compensation that each continuing named executive officer would have been entitled to in the event of termination of the executive officer’s employment as of December 30, 2023. The amount of compensation payable to each such named executive officer upon termination without cause or resignation for good reason, termination due to retirement, termination due to death or disability, or termination following a change of control is shown below. The amounts shown are estimates of the amounts that would be paid to each executive officer listed upon his termination. The actual amounts to be paid can only be determined at the time of the applicable executive officer’s separation from our company. The amounts are in addition to benefits generally available to U.S. salaried employees, such as accrued vacation. Our company has no program, plan or agreement providing benefits or accelerated vesting to the named executive officers triggered by a voluntary resignation without good reason, a termination for cause or a change of control not connected to a termination of employment.

  190. Potential Payments upon Termination or Change of Control

    | | BY COMPANY WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | RETIREMENT | DEATH OR DISABILITY | BY COMPANY WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL | | Randall C. Stuewe | | | | | | Compensation | $2,520,000(1) | — | — | $3,780,000(2) | | Annual Incentive Bonus (3) | 1,792,582 | — | $1,792,582 | 1,792,582 | | Life Insurance Benefits | — | — | 2,520,000(4) | — | | Health and Welfare | 67,952(5) | — | — | 99,539(6) | | Disability Income | — | — | 402,354(7) | — | | Equity Awards | 4,134,295(8) | $6,054,248(9) | 5,417,458(10) | 7,924,909(11) | | Pension Accrual (12) | — | — | — | — | | Relocation Expenses | (13) | — | — | (13) |

  191. Potential Payments upon Termination or Change of Control

    | 1. | Reflects the lump-sum value of the compensation to be paid to Mr. Stuewe in accordance with his employment agreement, which is two times his base salary at the highest rate in effect in the preceding twelve months. |

  192. Potential Payments upon Termination or Change of Control

    | 2. | Reflects the lump-sum value of the compensation to be paid to Mr. Stuewe in accordance with his employment agreement, which is three times his base salary at the highest rate in effect in the preceding twelve months. |

  193. Potential Payments upon Termination or Change of Control

    | 3. | Reflects amount due Mr. Stuewe under the annual incentive bonus component of the 2023 executive compensation program, which would be payable to Mr. Stuewe under his employment agreement since our company’s performance in fiscal 2023 would have entitled him to the bonus as of the assumed date of termination. |

  194. Potential Payments upon Termination or Change of Control

    | 4. | Reflects the lump-sum proceeds payable to Mr. Stuewe’s designated beneficiary upon his death, which is two times his then-effective base salary from a group life insurance policy (that is generally available to all salaried employees) and a supplemental executive life policy maintained by our company at its sole expense. |

  195. Potential Payments upon Termination or Change of Control

    | 5. | Reflects the estimated lump-sum present value of all future premiums paid to or on behalf of Mr. Stuewe for medical, dental, life and accidental death and dismemberment, as well as short and long-term disability, which, in accordance with the terms of Mr. Stuewe’s employment agreement, are to continue for a two-year period after his employment is terminated. |

  196. Potential Payments upon Termination or Change of Control

    | 6. | Reflects the estimated lump-sum present value of all future premiums paid to or on behalf of Mr. Stuewe for medical, dental, life and accidental death and dismemberment, as well as short and long-term disability, which, in accordance with the terms of Mr. Stuewe’s employment agreement, are to continue for a three-year period after his employment is terminated following a change of control. |

  197. Potential Payments upon Termination or Change of Control

    | 7. | Reflects the lump-sum present value of all future payments that Mr. Stuewe would be entitled to receive under his employment agreement upon disability. Mr. Stuewe would be entitled to receive disability benefits until he reaches age 65. |

  198. Potential Payments upon Termination or Change of Control

    | 8 | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested RSUs awarded on January 4, 2021 and January 3, 2022, and (ii) a prorated portion of the RSUs awarded on January 3, 2023, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. In addition, Mr. Stuewe would remain eligible to vest in a prorated portion of the PSUs awarded under our company’s 2022 and 2023 executive compensation programs, based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 30, 2023, we have assumed that target performance was achieved, which leads to a value of $2,139,748 based on the closing price of our common stock on December 29, 2023 of $49.84 per share. |

  199. Potential Payments upon Termination or Change of Control

    | 9. | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested RSUs awarded on January 4, 2021 and January 3, 2022, and (ii) a prorated portion of the RSUs awarded on January 3, 2023, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. In addition, Mr. Stuewe would remain eligible to vest in a prorated portion of the PSUs awarded under our company’s 2022 executive compensation program (the “2022 PSUs”) and the full amount of the PSUs awarded under our company’s 2023 executive compensation program (the “2023 PSUs”), in each case based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 30, 2023, we have assumed (i) that target performance was achieved, which leads to a value of $4,059,701 based on the closing price of our common stock on December 29, 2023 of $49.84 per share, and (ii) with respect to the 2023 PSUs, that Mr. Stuewe provided the company with at least six months’ advance written notice of his retirement, which allows him to remain eligible |

  200. Potential Payments upon Termination or Change of Control

    | | 2024 Proxy Statement 57 |

  201. Potential Payments upon Termination or Change of Control

    | to vest in in the full amount of such PSUs. If Mr. Stuewe provides the company with less than six months’ advance written notice of his retirement, he would only remain eligible to vest in a prorated amount of the 2023 PSUs, which, assuming target performance was achieved, would result in a reduction to the amount shown in the table of $1,919,952 based on the closing price of our common stock on December 29, 2023 of $49.84 per share. The award documents underlying these equity grants define Retirement as a grantee’s termination of service, other than for cause, after the attainment of (i) at least 55 years of age with at least ten years of Service or (ii) at least 65 years of age. |

  202. Potential Payments upon Termination or Change of Control

    | 10. | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested RSUs awarded on January 4, 2021, January 3, 2022 and January 3, 2023, and (ii) a prorated portion of the target level amount of the 2022 PSUs and the 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. |

  203. Potential Payments upon Termination or Change of Control

    | 11. | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested RSUs awarded on January 4, 2021, January 3, 2022 and January 3, 2023, and (ii) the target level amount of the 2022 PSUs and the 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. Note that the amount of the PSUs that vest would be increased in the event that the compensation committee determines that, at the time of the change of control, the projected level of performance through the end of the performance period is greater than target level. |

  204. Potential Payments upon Termination or Change of Control

    | 12. | Pursuant to his employment agreement, under certain circumstances Mr. Stuewe is entitled to the lump-sum present value for pension benefits that would have accrued under our company’s salaried employees’ pension plan for the two-year period following termination. As previously noted, our company’s salaried employees’ pension plan was frozen effective December 31, 2011, including all future service and wage accruals. Accordingly, no amounts would be owed to Mr. Stuewe under this provision of his employment agreement. |

  205. Potential Payments upon Termination or Change of Control

    | 13. | Pursuant to the terms of his employment agreement, if Mr. Stuewe is terminated by our company without cause or resigns for good reason (whether following a change of control or not), we will reimburse him for reasonable relocation expenses, which will be limited to realtor fees and closing costs for the sale of his Texas residence as well as costs of moving from Texas to California. These expenses are not reasonably estimable. |

  206. Potential Payments upon Termination or Change of Control

    | | BY COMPANY WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | RETIREMENT | DEATH OR DISABILITY | BY COMPANY WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL | | Brad Phillips | | | | | | Compensation | $1,400,000(1) | — | — | $2,450,000(2) | | Annual Incentive Bonus | 497,940(3) | — | — | 525,000(4) | | Life Insurance Benefits | — | — | $1,850,000(5) | — | | Health and Welfare | 53,613(6) | — | — | 53,613(6) | | Disability Income | — | — | 88,208(7) | — | | Executive Outplacement | 20,000(8) | — | — | 20,000(8) | | Equity Awards | 693,602(9) | $1,038,416(10) | 924,050(11) | $1,366,663(12) | | Matt Jansen | | | | | | Compensation | $1,400,000(1) | — | — | $2,800,000(2) | | Annual Incentive Bonus | 426,441(3) | — | — | 700,000(4) | | Life Insurance Benefits | — | — | $1,850,000(5) | — | | Health and Welfare | 53,445(6) | — | — | 53,445(6) | | Disability Income | — | — | 753,217(7) | — | | Executive Outplacement | 20,000(8) | — | — | 20,000(8) | | Equity Awards | 691,657(9) | — | 2,539,448(11) | $2,760,339(12) |

  207. Potential Payments upon Termination or Change of Control

    | 1. | Payable only in the case of a termination by our company without cause and reflects 24 months of compensation for Messrs. Phillips and Jansen based on the noted executive officer’s base salary at December 30, 2023, to be paid to the noted executive officer in accordance with the terms of his Senior Executive Termination Benefits Agreement. |

  208. Potential Payments upon Termination or Change of Control

    | 2. | Reflects the lump-sum value of the compensation to be paid to Messrs. Phillips and Jansen in accordance with their Senior Executive Termination Benefits Agreements, which is equal to two times the sum of (i) the noted executive officer’s base salary at the highest rate in effect in the preceding twelve months and (ii) his target annual bonus amount for the fiscal year in which the termination occurs. |

  209. Potential Payments upon Termination or Change of Control

    | 3. | Reflects amount due under the annual incentive bonus component of the 2023 executive compensation program, which would be payable to Messrs. Phillips and Jansen under their Senior Executive Termination Benefits Agreements since our company’s performance in fiscal 2023 would have entitled them to the bonus as of the assumed date of termination of December 30, 2023. In the event of a termination before the end of the fiscal year, such amount would be prorated based on the date of termination. |

  210. Potential Payments upon Termination or Change of Control

    | 58 2024 Proxy Statement | |

  211. Potential Payments upon Termination or Change of Control

    | 4. | Reflects the amount due under the annual incentive bonus component of the 2023 executive compensation program, which would be payable to Messrs. Phillips and Jansen in accordance with their Senior Executive Termination Benefits Agreements, which amount is equal to the greater of (i) the bonus that the noted executive was entitled to with respect to the fiscal year in which the termination occurs, based on actual performance or (ii) his target annual bonus amount for the fiscal year in which the termination occurs. In the event of a termination before the end of the fiscal year, such amount would be prorated based on the date of termination. |

  212. Potential Payments upon Termination or Change of Control

    | 5. | Reflects the lump-sum proceeds payable to the noted executive officer’s designated beneficiary upon his death, which is one times his then-effective base salary, capped at $350,000, from a group life insurance policy that is generally available to all of our company’s U.S. salaried employees and is maintained by our company at its sole expense, plus, an additional amount equal to five times his then-effective base salary, capped at $1,500,000, from a supplemental executive life policy maintained by our company at its sole expense. |

  213. Potential Payments upon Termination or Change of Control

    | 6. | Outside of a change of control, payable only in the case of a termination by our company without cause. Reflects the total value of up to 18 months at the applicable COBRA premium rate, if any, for health, dental and other similar COBRA coverage to be paid in accordance with the terms of their Senior Executive Termination Benefits Agreements. |

  214. Potential Payments upon Termination or Change of Control

    | 7. | Reflects the lump-sum present value of all future payments that the noted executive would be entitled to receive upon disability under a long-term disability policy maintained by our company at its sole expense. The noted executive would be entitled to receive up to 60% of his base salary annually, with the monthly benefit limited to no greater than $10,000, until the age of 65. |

  215. Potential Payments upon Termination or Change of Control

    | 8. | Outside of a change of control, payable only in the case of a termination by our company without cause. Reflects the present value of outplacement fees to be paid by our company to assist the executive officer in obtaining employment following termination. |

  216. Potential Payments upon Termination or Change of Control

    | 9. | For Mr. Phillips, reflects the acceleration of vesting of (i) 100% of unvested RSUs awarded on January 4, 2021 and January 3, 2022, and (ii) a prorated portion of the RSUs awarded on January 3, 2023, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. For Mr. Jansen, reflects the acceleration of vesting of a prorated portion of (i) the RSUs awarded on May 11, 2023 under our company’s 2023 executive compensation program and (ii) the One-Time Jansen Grant, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. In addition, Mr. Phillips would remain eligible to vest in a prorated portion of the 2022 PSUs and the 2023 PSUs, and Mr. Jansen would remain eligible to vest in a prorated portion of the 2023 PSUs, based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 30, 2023, we have assumed that target performance was achieved, which leads to a value of $368,862 for Mr. Phillips, and $109,341 for Mr. Jansen based on the closing price of our common stock on December 29, 2023 of $49.84 per share. |

  217. Potential Payments upon Termination or Change of Control

    | 10. | Reflects the acceleration of vesting of (i) 100% of unvested RSUs awarded on January 4, 2021 and January 3, 2022, and (ii) a prorated portion of the RSUs awarded on January 3, 2023 to Mr. Phillips, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. In addition, Mr. Phillips would remain eligible to vest in a prorated portion of the 2022 PSUs and the full amount of the 2023 PSUs, in each case based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 30, 2023, we have assumed (i) that target performance was achieved, which leads to a value of $713,676 based on the closing price of our common stock on December 29, 2023 of $49.84 per share, and (ii) with respect to the 2023 PSUs, that Mr. Phillips provided the company with at least six months’ advance written notice of his retirement, which allows him to remain eligible to vest in in the full amount of such PSUs. If Mr. Phillips provides the company with less than six months’ advance written notice of his retirement, he would only remain eligible to vest in a prorated amount of the 2023 PSUs, which, assuming target performance was achieved, would result in a reduction to the amount shown in the table of $344,814 based on the closing price of our common stock on December 29, 2023 of $49.84 per share. The award documents underlying these equity grants define Retirement as a grantee’s termination of service, other than for cause, after the attainment of (i) at least 55 years of age with at least ten years of Service or (ii) at least 65 years of age. |

  218. Potential Payments upon Termination or Change of Control

    | 11. | For Mr. Phillips, reflects the acceleration of vesting of (i) 100% of RSUs awarded on January 4, 2021, January 3, 2022 and January 3, 2023, and (ii) a prorated portion of the target level amount of the 2022 PSUs and the 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. For Mr. Jansen, reflects the acceleration of vesting of (i) 100% of (A) the RSUs awarded on May 11, 2023 under our company’s 2023 executive compensation program and (B) the One-Time Jansen Grant, and (ii) a prorated portion of the target level amount of the 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. |

  219. Potential Payments upon Termination or Change of Control

    | 12. | For Mr. Phillips, reflects the acceleration of vesting of (i) 100% of unvested RSUs awarded on January 4, 2021, January 3, 2022 and January 3, 2023, and (ii) the target level amount of the 2022 PSUs and 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. For Mr. Jansen, reflects the acceleration of vesting of (i) 100% of (A) the RSUs awarded on May 11, 2023 under our company’s 2023 executive compensation program and (B) the One-Time Jansen Grant, and (ii) the target level amount of the 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. Note that the amount of the PSUs that vest for Messrs. Phillips and Jansen would be increased in the event that the compensation committee determines that, at the time of the change of control, the projected level of performance through the end of the performance period is greater than target level. |

  220. Potential Payments upon Termination or Change of Control

    | | 2024 Proxy Statement 59 |

  221. Potential Payments upon Termination or Change of Control

    | | BY COMPANY WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | RETIREMENT | DEATH OR DISABILITY | RESIGNATION FOR GOOD REASON FOLLOWING A CHANGE OF CONTROL | | Jan van der Velden | | | | | | Compensation | $1,028,732(1) | — | $162,255(2) | — | | Life Insurance Benefits | — | — | 378,595(3) | — | | Disability Income | — | — | 757,190(4) | — | | Equity Awards | 697,370(5) | $1,012,898(6) | 908,268(7) | $1,326,193(8) |

  222. Potential Payments upon Termination or Change of Control

    | 1. | Payable only in the case of a termination by our company without cause and reflects amount based on a court formula pursuant to case law of the Netherlands, which would equal Mr. van der Velden’s base salary plus the amount due him under the annual incentive bonus component of the 2023 executive compensation program. |

  223. Potential Payments upon Termination or Change of Control

    | 2. | Reflects three months of compensation based on Mr. van der Velden’s base salary at December 30, 2023. |

  224. Potential Payments upon Termination or Change of Control

    | 3. | Reflects the lump-sum proceeds payable to Mr. van der Velden from a group life insurance policy that is generally available to all Darling Ingredients International salaried employees and is maintained by our company at its sole expense. |

  225. Potential Payments upon Termination or Change of Control

    | 4. | Reflects amount owed to Mr. van der Velden pursuant to the laws of the Netherlands and his employment agreement, as well as the lump-sum proceeds payable to the noted executive officer from a group disability policy that is generally available to all Darling Ingredients International salaried employees and is maintained by our company at its sole expense. |

  226. Potential Payments upon Termination or Change of Control

    | 5. | Reflects the acceleration of vesting of (i) 100% of unvested RSUs awarded on January 4, 2021 and January 3, 2022, and (ii) a prorated portion of the RSUs awarded on January 3, 2023 to Mr. van der Velden, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. In addition, Mr. van der Velden would remain eligible to vest in a prorated portion of the 2022 PSUs and 2023 PSUs, based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 30, 2023, we have assumed that target performance was achieved, which leads to a value of $363,342 based on the closing price of our common stock on December 29, 2023 of $49.84 per share. |

  227. Potential Payments upon Termination or Change of Control

    | 6. | Reflects the acceleration of vesting of (i) 100% of unvested RSUs awarded on January 4, 2021 and January 3, 2022, and (ii) a prorated portion of the RSUs awarded on January 3, 2023 to Mr. van der Velden, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. In addition, Mr. van der Velden would remain eligible to vest in a prorated portion of the 2022 PSUs and the full amount of the 2023 PSUs, in each case based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 30, 2023, we have assumed (i) that target performance was achieved, which leads to a value of $678,871 based on the closing price of our common stock on December 29, 2023 of $49.84 per share, and (ii) with respect to the 2023 PSUs, that Mr. van der Velden provided the company with at least six months’ advance written notice of his retirement, which allows him to remain eligible to vest in in the full amount of such PSUs. If Mr. van der Velden provides the company with less than six months’ advance written notice of his retirement, he would only remain eligible to vest in a prorated amount of the 2023 PSUs, which, assuming target performance was achieved, would result in a reduction to the amount shown in the table of $315,529 based on the closing price of our common stock on December 29, 2023 of $49.84 per share. The award documents underlying these equity grants define Retirement as a grantee’s termination of service, other than for cause, after the attainment of (i) at least 55 years of age with at least ten years of Service or (ii) at least 65 years of age. |

  228. Potential Payments upon Termination or Change of Control

    | 7. | Reflects the acceleration of vesting of (i) 100% of RSUs awarded on January 4, 2021, January 3, 2022 and January 3, 2023 to Mr. van der Velden, and (ii) a prorated portion of the target level amount of the 2022 PSUs and 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. |

  229. Potential Payments upon Termination or Change of Control

    | 8. | Reflects the acceleration of vesting of (i) 100% of unvested RSUs awarded on January 4, 2021, January 3, 2022 and January 3, 2023 to Mr. van der Velden, and (ii) the target level amount of the 2022 PSUs and 2023 PSUs, with the value in each case based on the closing price of our common stock on December 29, 2023 of $49.84 per share. Note that the amount of the PSUs that vest would be increased in the event that the compensation committee determines that, at the time of the change of control, the projected level of performance through the end of the performance period is greater than target level. |

  230. Potential Payments upon Termination or Change of Control

    | 60 2024 Proxy Statement | |

  231. Potential Payments upon Termination or Change of Control

    Pay Ratio Disclosure

  232. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following disclosure about the relationship of the annual total compensation of an employee identified as the median compensated individual to the annual total compensation of Mr. Stuewe, our Chief Executive Officer.

  233. Pay vs. Performance Disclosure

    Pay vs. Performance Disclosure

  234. Pay vs. Performance Disclosure

    | | PAY VERSUS PERFORMANCE | | | | | | | | | YEAR (1) | SUMMARY COMPENSATION TABLE TOTAL FOR CEO ($) (2) | COMPENSATION ACTUALLY PAID TO CEO ($) (3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NAMED EXECUTIVE OFFICERS ($) (2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NAMED EXECUTIVE OFFICERS ($) (4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: (5) | | NET INCOME ($ X 1,000) | ROGI (7) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($) (6) | | | | 2023 | 9,332,669 | 5,776,271 | 3,018,164 | 2,196,532 | 178 | 166 | 647,726 | 16.36% | | 2022 | 8,659,017 | 7,228,147 | 2,268,531 | 2,110,204 | 224 | 141 | 737,690 | 21.33% | | 2021 | 7,956,652 | 20,234,722 | 2,030,396 | 3,925,738 | 247 | 149 | 650,914 | 18.65% | | 2020 | 7,971,232 | 40,274,897 | 2,035,239 | 6,957,918 | 206 | 106 | 296,819 | 14.26% |

  235. Pay vs. Performance Disclosure

    | (1) Mr. Stuewe served as our company’s principal executive officer for the entirety of 2020, 2021, 2022 and 2023 and our company’s other named executive officers for the applicable years were as follows: |

  236. Pay vs. Performance Disclosure

    | - | 2023: Messrs. Phillips, Bullock, Jansen and van der Velden. |

  237. Pay vs. Performance Disclosure

    | - | 2022: Messrs. Phillips, Bullock, Sterling and Elrod. |

  238. Pay vs. Performance Disclosure

    | - | 2021: Messrs. Phillips, Bullock, van der Velden and Elrod. |

  239. Pay vs. Performance Disclosure

    | - | 2020: Messrs. Phillips, Bullock, van der Velden and Elrod. |

  240. Pay vs. Performance Disclosure

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Stuewe and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our company’s named executive officers for the applicable year other than Mr. Stuewe for such years. |

  241. Pay vs. Performance Disclosure

    | (3) Amounts reported in this column represent the compensation actually paid to Mr. Stuewe as our company’s Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |

  242. Pay vs. Performance Disclosure

    | | CEO | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table; Total Compensation (a) | $9,332,669 | $8,659,017 | $7,956,652 | $7,971,232 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | $6,159,169 | $4,500,000 | $4,294,800 | $4,100,000 | | - Change in actuarial present value of defined benefit and actuarial pension plans in Fiscal Year (c) | $23,414 | $0 | $0 | $54,995 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (d) | $6,026,187 | $6,370,126 | $8,352,736 | $15,883,254 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (e) | $(2,601,376) | $(1,369,632) | $4,012,338 | $13,260,263 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | $(798,626) | $(1,931,364) | $4,207,796 | $7,315,144 | | = Compensation Actually Paid | $5,776,271 | $7,228,147 | $20,234,722 | $40,274,897 |

  243. Pay vs. Performance Disclosure

    | (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |

  244. Pay vs. Performance Disclosure

    | (b) Represents the aggregate grant date fair value of the option awards and stock awards granted to Mr. Stuewe during the indicated fiscal year , computed in accordance with FASB ASC 718. |

  245. Pay vs. Performance Disclosure

    | (c) Represents the change in actuarial present value of defined benefit and actuarial pension plans of Mr. Stuewe for each fiscal year as presented in the Summary Compensation Table. |

  246. Pay vs. Performance Disclosure

    | (d) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Stuewe’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. The grant date fair values of the PSUs granted in fiscal years 2020, 2021, 2022 and 2023 were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based vesting conditions as of the grant date, whereas the fair values presented in the table were computed assuming a pay-out of 225% of target for the 2020, 2021 and 2022 PSUs and 157.50% of target for the 2023 PSUs, in each case based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  247. Pay vs. Performance Disclosure

    | (e) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by Mr. Stuewe as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  248. Pay vs. Performance Disclosure

    | 62 2024 Proxy Statement | |

  249. Pay vs. Performance Disclosure

    | (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Mr. Stuewe that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  250. Pay vs. Performance Disclosure

    | (4) Amounts reported in this column represent the compensation actually paid to our company’s named executive officers other than Mr. Stuewe in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |

  251. Pay vs. Performance Disclosure

    | | OTHER NAMED EXECUTIVE OFFICERS AVERAGE (a) | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table; Total Compensation (b) | $3,018,164 | $2,268,531 | $2,030,396 | $2,035,239 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (c) | $1,688,185 | $817,396 | $674,638 | $640,756 | | - Change in actuarial present value of defined benefit and actuarial pension plans in Fiscal Year (d) | $38,434 | $0 | $3,550 | $41,450 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (e) | $1,514,937 | $1,157,096 | $1,312,100 | $2,482,211 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (f) | $(481,627) | $(206,662) | $622,963 | $2,007,434 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) | $(128,323) | $(291,366) | $638,467 | $1,115,240 | | = Compensation Actually Paid | $2,196,532 | $2,110,204 | $3,925,738 | $6,957,918 |

  252. Pay vs. Performance Disclosure

    | (a) Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. |

  253. Pay vs. Performance Disclosure

    | (b) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year. |

  254. Pay vs. Performance Disclosure

    | (c) Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  255. Pay vs. Performance Disclosure

    | (d) Represents the average aggregate change in actuarial present value of defined benefit and actuarial pension plans of the reported named executive officers for each indicated fiscal year as presented in the Summary Compensation Table. |

  256. Pay vs. Performance Disclosure

    | (e) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. The grant date fair values of the PSUs granted in fiscal years 2020, 2021, 2022 and 2023 were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based vesting conditions as of the grant date, whereas the fair values presented in the table were computed assuming a pay-out of 225% of target for the 2020, 2021 and 2022 PSUs and 157.50% of target for the 2023 PSUs, in each case based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  257. Pay vs. Performance Disclosure

    | (f) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |

  258. Pay vs. Performance Disclosure

    | (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |

  259. Pay vs. Performance Disclosure

    | (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 27, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |

  260. Pay vs. Performance Disclosure

    | (6) The TSR Peer Group consists of the Dow Jones US Waste & Disposal Services Total Return Index, an independently prepared index that includes companies in the US Waste & Disposal Services industry. |

  261. Pay vs. Performance Disclosure

    | (7) As noted in the Compensation Discussion and Analysis, for 2023, the Compensation Committee determined that ROGI continues to be viewed as a core driver of our company’s performance and stockholder value creation. See page 44 of this Proxy Statement for a description of how we calculate ROGI. |

  262. Compensation of Directors

    Compensation of Directors The following table sets forth certain information regarding the fees earned or paid in cash and stock awards granted to each director who did not serve as an employee of our company during the fiscal year ended December 30, 2023.

  263. Compensation of Directors

    | NAME | FEES EARNED OR PAID IN CASH ($) | FEES EARNED OR PAID IN DSUS ($) (1) | STOCK AWARDS ($) (2) | OPTION AWARDS ($) | TOTAL ($) | | Charles Adair | $121,456 | — | $150,000 | — | $271,456 | | Beth Albright | 49,114 | $49,114 | 150,000 | — | 248,228 | | Larry A. Barden (3) | — | 91,720 | 188,839 | — | 280,559 | | Celeste A. Clark | — | 98,228 | 150,000 | — | 248,228 | | Linda Goodspeed | 121,456 | — | 150,000 | — | 271,456 | | Enderson Guimaraes | — | 98,228 | 150,000 | — | 248,228 | | Dirk Kloosterboer (4) | 33,929 | — | — | — | 33,929 | | Mary R. Korby (5) | — | 33,929 | — | — | 33,929 | | Gary W. Mize | 206,456 | — | 150,000 | — | 356,456 | | Michael E. Rescoe | 118,228 | — | 150,000 | — | 268,228 | | Kurt Stoffel (6) | 64,560 | — | 150,000 | — | 214,560 |

  264. Compensation of Directors

    | 1. | Represents the dollar amount of the annual retainer (including any standing committee chair or lead director fees) such directors elected to defer in fiscal 2023 into deferred stock units (“DSUs”) under the Company’s Non-Employee Director Compensation Program, as further described below. The aggregate number of DSUs outstanding at December 30, 2023 for the directors listed above are as follows: Adair, none; Albright, 1,484; Barden, 1,375; Clark, 2,970; Goodspeed, 1,646; Guimaraes, 2,970; Kloosterboer, none; Korby, none; Mize, none; Rescoe, none; and Stoffel, none. |

  265. Compensation of Directors

    | 2. | The aggregate number of stock awards outstanding at December 30, 2023 for the directors listed above are as follows: Adair, 30,622; Albright, 13,143; Barden, 4,526; Clark, 8,275; Goodspeed, 32,268; Guimaraes, 9,275; Kloosterboer, none; Korby, none; Mize, 36,825; Rescoe, 30,622; and Stoffel, 2,571. |

  266. Compensation of Directors

    | 3. | Mr. Barden was elected to the Board on January 26, 2023. |

  267. Compensation of Directors

    | 4. | Mr. Kloosterboer retired from the Board effective May 9, 2023. |

  268. Compensation of Directors

    | 5. | Ms. Korby retired from the Board effective May 9, 2023. |

  269. Compensation of Directors

    | 6. | Mr. Stoffel was elected to the Board on May 9, 2023. |

  270. Compensation of Directors

    As reflected in the table below, our non-employee directors receive an annual compensation package composed of an annual cash retainer paid in quarterly installments and an annual equity retainer. In addition, our lead director and the chair of each of the audit, compensation, ESG and nominating and corporate governance committees receive an additional annual cash retainer for such additional service paid in quarterly installments. In accordance with its written charter, the compensation committee is responsible for examining from time to time the overall compensation program for our non-employee directors, including an evaluation of the status of our Board’s compensation in relation to comparable U.S. companies (in terms of size, business sector, etc.), and reporting its findings to the nominating and corporate governance committee which reviews these findings and reports them to the Board, along with its recommendation of general principles to be used in determining the form and amount of director compensation. Based on this process, including a benchmarking analysis provided by Meridian, the compensation committee’s independent compensation consultant, effective May 9, 2023, the Board approved (i) an increase in the annual cash retainer from $95,000 to $100,000; (ii) an increase in the annual equity retainer from $135,000 to $150,000; (iii) an increase in the committee chair fees for each of the audit and compensation committees from $20,000 to $25,000; and (iv) an increase in the committee chair fees for the nominating and corporate governance committee from $10,000 to $15,000. These adjustments were made to maintain the competitiveness of our director compensation program relative to our peers and to further align the directors’ interests with our stockholders.

  271. Compensation of Directors

    | | 2024 Proxy Statement 65 |

  272. Compensation of Directors

    | | ADDITIONAL COMPENSATION An Additional $15,000 annual cash retainer ∎ Nominating and Corporate Governance Committee Chair An additional $20,000 annual cash retainer ∎ Environmental, Social and Governance Committee Chair An additional $25,000 annual cash ∎ Audit Committee Chair ∎ Compensation Committee Chair An additional $95,000 annual cash ∎ Lead Director |

  273. Compensation of Directors

    The $150,000 annual equity retainer is provided in restricted stock units, which are granted immediately following our annual meeting of stockholders at which such directors are elected. Accordingly, following our annual meeting of stockholders on May 9, 2023, each non-employee director elected at the meeting received a grant of $150,000 in value of restricted stock units, with the number of units granted being determined using the closing price of our common stock on May 9, 2023. Upon becoming a non-employee director on January 26, 2023, Mr. Barden received a prorated grant of $38,839 in value of restricted stock units, with the number of units granted being determined using the closing price of our common stock on January 26, 2023. In the aggregate, 23,719 restricted stock units were granted to non-employee directors during the fiscal year ended December 30, 2023. Directors may elect in advance of a calendar year to defer up to 100% of their annual cash retainer (including any standing committee chair or lead director fees) into deferred stock units under the Company’s Non-Employee Director Compensation Program, which deferred stock units are payable in shares of our common stock. The minimum deferral period for any amounts deferred is three years; however, notwithstanding the deferral election, if a director ceases to be a director of the Company for any reason, the account balance will be paid in a lump sum following the director’s separation from service. For fiscal 2023, Mses. Clark and Korby elected to defer 100% of their annual cash retainers, Ms. Albright elected to defer 50% of her annual cash retainer and Messrs. Barden and Guimaraes elected to defer 100% of their annual cash retainers. Mr. Stuewe received no additional compensation for serving on the Board.

  274. Compensation of Directors

    | 66 2024 Proxy Statement | |

  275. Compensation of Directors

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |