DEF 14A of Darling Ingredients Inc., Mar 20, 2025

DEF 14A of Darling Ingredients Inc.

Filed Mar 20, 2025 · FY20240001193125-25-058955

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, except for Beth Albright, a valued member of our Board since 2020, whose term will expire immediately following the Annual Meeting. The Board thanks Ms. Albright for her contributions and dedication to our Company over her years of service on the Board. 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 | SC | | Charles Adair | Former Vice Chairman, BMO Capital Markets | 2017 | 73 | √ | E | | ● | | | Larry A. Barden | Former Partner and Chairman of Management Committee of Sidley Austin LLP | 2023 | 68 | √ | | | ● | ● | | Celeste A. Clark | Former Senior Vice President, Global Policy and External Affairs, Kellogg Company | 2021 | 71 | √ | | ● | | | | Linda Goodspeed | Former Senior Vice President and Chief Information Officer, The ServiceMaster Company | 2017 | 63 | √ | | | ● | | | Enderson Guimaraes | Former Executive Vice President, Global Categories and Operations, PepsiCo Inc. | 2021 | 65 | √ | ● | ● | | | | Randy L. Hill | Former Partner of KPMG LLP | 2024 | 65 | √ | ● E | | | ● | | Gary W. Mize | Former President of Rawhide Energy LLC | 2016 | 74 | √ | | | | | | Soren Schroder | Former Chief Executive Officer, Bunge Global SA | 2025 | 63 | √ | ● | ● | | | | Kurt Stoffel | Former Chief Executive Officer and Chairman of the Executive Board of SARIA Group | 2023 | 59 | √ | ● E | | | ● | | Randall C. Stuewe | Chairman and Chief Executive Officer, Darling Ingredients Inc. | 2003 | 62 | | | | | |

  3. Director Nominees

    | * Ages are as of March 20, 2025 | = Committee Chair | AC = Audit Committee | | | E = Audit Committee Financial Expert | CC = Compensation Committee | | | | NCG = Nominating and Corporate Governance Committee | | | | SC = Sustainability Committee |

  4. Director Nominees

    | 2 2025 Proxy Statement | |

  5. Director Nominee Highlights

    Director Nominee Highlights Our Board has established a proven record of strategic and consistent refreshment, with 60% of our director nominees having served on the Board for less than four 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

    | * Tenure and age are as of March 20, 2025. |

  7. Director Nominee Highlights

    | | 2025 Proxy Statement 3 |

  8. Director Nominee Highlights

    | COMPANY HIGHLIGHTS Our Company is the world’s largest publicly traded company recycling and repurposing materials from the animal agriculture and food industries, and transforming them into hundreds of valuable ingredients that the world depends on daily. The Company operates over 260 facilities in more than 15 countries and repurposes approximately 15% of the world’s meat industry waste streams into value-added ingredients, such as food for livestock, pets and people; gelatin and collagen for human health and wellbeing; low-emission fuel for cars, trucks and planes; and renewable energy to power homes and businesses. In the meat production process, only about 50% of an animal makes it to the dinner plate, while the other 50% requires innovative solutions to avoid landfills or incineration. That’s where we come in. First, we collect material from the animal agriculture and food industries, helping these industries be more sustainable by providing an alternative to landfilling and incineration. Next, we separate the materials into fats and proteins, and also extract water – treating and returning more water back to the environment than we use. And finally, we create the highest value for our fats and proteins, which go on to nourish people, feed animals and crops, and fuel the world with renewable energy. Through Diamond Green Diesel (“DGD”), our 50/50 joint venture with Valero Energy Corporation, we produce renewable diesel and sustainable aviation fuel (“SAF”) predominately from waste fats and oils. DGD is North America’s largest renewable diesel manufacturer, with the capacity to produce approximately 1.2 billion gallons of renewable fuels annually. In addition, DGD is one of the world’s largest producers of SAF, with a capacity to produce approximately 235 million gallons annually. Both renewable diesel and SAF are biomass-based fuels that are interchangeable with petroleum-based diesel fuel or conventional jet fuel, as the case may be, but have a carbon lifecycle low enough to meet the most stringent low-carbon fuel standards, reducing Greenhouse Gas (“GHG”) emissions by up to 80% as compared to traditional fossil fuel. DGD produces renewable diesel and SAF from animal fats, used cooking oil, inedible corn oil, soybean oil, or other feedstocks that become economically and commercially viable. 2024 PERFORMANCE HIGHLIGHTS As highlighted below, despite a challenging operating environment in 2024, we delivered strong results, while completing construction at DGD of an SAF production unit, on time and under budget, introducing an exciting new collagen peptide product and paying down a meaningful amount of debt. Key Operating Accomplishments ∎ Finished fiscal 2024 with net income of $278.9 million, or $1.73 per GAAP diluted share. ∎ Finished fiscal 2024 with combined adjusted EBITDA of $1.08 billion.* ∎ DGD sold a record 1.25 billion gallons of renewable diesel for 2024 and distributed $359.6 million in cash dividends to the joint venture partners ($179.8 million our Company’s share), while at the same time completing construction of the SAF production unit at the Port Arthur, Texas plant, and finishing the year debt free. |

  9. Director Nominee Highlights

    | * Combined adjusted EBITDA is a non-GAAP financial measure. Please see Appendix A for a reconciliation of combined adjusted EBITDA to our most closely comparable measure for GAAP purposes. |

  10. Director Nominee Highlights

    | 4 2025 Proxy Statement | |

  11. Director Nominee Highlights

    | PROXY SUMMARY Growth Achievements ∎ Completed and started up the DGD SAF unit which has a production capacity of approximately 235 million gallons of SAF annually and provides DGD with a first mover position in the growing SAF market. ∎ Closed on the acquisition of Miropasz Group, a leading Polish rendering company that provides us with additional low carbon feedstocks to produce renewable fuels. ∎ Introduced Nextida™, an innovative platform of specific collagen peptide compositions designed to deliver targeted health and wellness benefits that go beyond those traditionally associated with collagen. In October 2024, the Company launched the first of such active collagen peptides called Nextida™ GC, that targets the post-meal glucose spike in healthy individuals. Other ∎ Paid down $353.4 million in debt, improving our financial leverage ratio to 3.68X. ∎ Returned approximately $34.3 million of capital to stockholders, buying back 958,953 shares of our common stock. ∎ Set an emissions target to reduce our Scope 1 and Scope 2 emissions. EXECUTIVE COMPENSATION HIGHLIGHTS Pay for Performance. A large portion of our executives’ annual total direct compensation is “at-risk” through long-term equity awards and annual cash incentive awards. These awards are linked to actual performance and include a significant portion of equity. Our compensation committee continues to align executive pay with long-term returns to stockholders by designing our executive compensation program to reward corporate, business unit and individual performance primarily based on the following three factors: ∎ 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; ∎ Our effectiveness in deploying capital when compared to our Performance Peer Group (as defined on page 36 of this Proxy Statement); and ∎ The total shareholder return of our Company as compared to our Performance Peer Group. |

  12. Director Nominee Highlights

    | | 2025 Proxy Statement 5 |

  13. Director Nominee Highlights

    As the following chart shows, by designing our executive compensation program based on these factors, 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:

  14. Director Nominee Highlights

    | INDEX YEAR |

  15. Director Nominee Highlights

    | 2019 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | | CEO Pay Measure: | | | | | | | | Realizable Pay 1-Year | | $13,799 | $8,674 | $8,022 | $7,950 | $6,018 | | % Change | | | -37% | -8% | -1% | -24% | | TSR Index Measure: | | | | | | | | 1-Year TSR Indexed to 2019=100 | 100 | 206.00 | 247.46 | 223.54 | 178.00 | 119.50 | | 1-Year TSR % | | 106.0% | 20.1% | -9.7% | -20.4% | -32.9% |

  16. Director Nominee Highlights

    NOTES: Total Shareholder Return (“TSR”) performance is indexed to 2019, where 2019 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 2024, realizable pay equals (i) base salary plus (ii) annual incentives earned for 2024 performance plus (iii) time vested restricted stock units (“RSUs”) granted on January 3, 2024 and shares of our common stock to be issued in the first quarter of 2027, assuming target performance share unit (“PSU”) performance for 2024 to 2026 for PSUs awarded on January 3, 2024, plus (iv) the reported Summary Compensation Table values for Change in Pension Value and Non-Qualified Deferred Compensation Earnings and All Other Compensation for 2024. 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 2024, 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 17% of our outstanding shares, with the chair of our compensation committee leading the discussions and with the chair of our sustainability committee participating in certain discussions. Stockholders are also provided an annual opportunity to provide feedback through an advisory say on pay vote on executive compensation. At our 2023 and 2024 Annual Meetings, approximately 95.1% and 94.3%, 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.

  17. Director Nominee Highlights

    | 6 2025 Proxy Statement | |

  18. Director Nominee Highlights

    | PROXY SUMMARY GOVERNANCE AND SUSTAINABILITY HIGHLIGHTS Our Company has a history of strong corporate governance. By evolving our governance approach in light of best practices, our Board drives sustained stockholder value and best serves the interests of our stockholders. | | | | | WHAT WE DO | WHAT WE DON’T DO | | ✓ | Majority voting for directorsx | No supermajority voting requirements in bylaws or charter | | ✓ | 100% independent Board committeesx | No poison pill | | ✓ | 100% directors owning stockx | No supplemental executive retirement plans | | ✓ | Annual election of directorsx | No change of control excise tax gross-ups | | ✓ | Compensation recoupment (clawback) policiesx | No discounted stock options, reload stock options or stock option re-pricing without stockholder approval | | ✓ | Right to call special meeting threshold set at 10%x | No automatic single-trigger vesting of equity compensation upon a change of control | | ✓ | Provide a majority of compensation in performance-based compensationx | No short-term trading, short sales, transactions involving derivatives, hedging or pledging transactions for directors, executive officers and employees | | ✓ | Pay for performance based on measurable goals for both annual and long-term awards | | | ✓ | Balanced mix of awards tied to annual and long-term performance | | | ✓ | Stock ownership and retention policy | | | ✓ | Proxy access right | |

  19. 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.

  20. Director Nominees

    | | Randall C. Stuewe Director since 2003 Age: 62 |

  21. 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.

  22. 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.

  23. Skills and Qualifications

    | | Charles Adair Director since 2017 Age: 73 Audit Committee - Chairman Nominating and Corporate Governance Committee |

  24. 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 Master’s 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.

  25. Skills and Qualifications

    | 20 2025 Proxy Statement | |

  26. Skills and Qualifications

    | | Larry A. Barden Director since 2023 Age: 68 Nominating and Corporate Governance Committee Sustainability Committee |

  27. 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.

  28. Skills and Qualifications

    Skills and Qualifications 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 sustainability committees, where he utilizes his extensive experience in overseeing his prior firm’s global governance, human capital, sustainability policies and programs and in counseling companies on committee related matters, such as compliance, risk oversight and public policy.

  29. Skills and Qualifications

    | | Celeste A. Clark Director since 2021 Age: 71 Compensation Committee Sustainability Committee - Chairwoman |

  30. 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 brings significant industry experience in various nutrition, consumer products, public policy, risk management and governance matters to our Board. Dr. Clark’s extensive experience on sustainability and ESG matters makes her well qualified to serve as Chairwoman of our sustainability committee and 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

    | | 2025 Proxy Statement 21 |

  32. Skills and Qualifications

    | | Linda Goodspeed Director since 2017 Age: 63 Compensation Committee - Chairwoman Nominating and Corporate Governance Committee |

  33. 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: 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 American Electric Power Company, Inc. and Williams Industrial Services Group Inc. (f/k/a Global Power Equipment Group Inc.).

  34. Skills and Qualifications

    Skills and Qualifications 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.

  35. Skills and Qualifications

    | | Enderson Guimaraes Director since 2021 Age: 65 Audit Committee Compensation Committee |

  36. 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 serving as Chairman of the Board of Alphia, Inc., a private pet food contract manufacturing business. During the past five years, Mr. Guimaraes also served as a director of AutoZone, Inc. Mr. Guimaraes is an experienced executive who has held key management roles with large global companies and previously served 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

    | 22 2025 Proxy Statement | |

  38. Skills and Qualifications

    | | Randy L. Hill Director since 2024 Age: 65 Audit Committee Sustainability Committee |

  39. Skills and Qualifications

    Since 2021, Mr. Hill has been a partner at Opportune LLP, a business advisory firm focused on consulting, outsourcing and investment banking. Prior to that, Mr. Hill spent over 37 years at KPMG LLP, where he served in roles of increasing responsibility during his lengthy tenure as a partner in KPMG’s audit practice, including serving as Audit Partner-in-Charge in the KPMG Dallas office. Throughout his career, he has focused on providing business and accounting advisory services and served as a lead audit partner to significant public entities in a variety of industries.

  40. Skills and Qualifications

    Skills and Qualifications Mr. Hill brings substantial experience in the professional services industry to the Board, including with respect to complex audit and accounting matters, development of new accounting standard implementations and disclosures, corporate governance, initial public offerings, capital markets transactions and mergers and acquisitions, as well as expertise advising companies with both domestic and international operations. Mr. Hill contributes significant insight and expertise related to public company financial matters, including accounting and financial reporting, tax, treasury and capital strategy. Mr. Hill’s strong financial background also qualifies him to serve as one of the financial experts of the audit committee.

  41. Skills and Qualifications

    | | Gary W. Mize Director since 2016 Age: 74 Lead Director Nominating and Corporate Governance Committee - Chairman |

  42. 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.

  43. Skills and Qualifications

    | | 2025 Proxy Statement 23 |

  44. Skills and Qualifications

    | | Soren Schroder Director since 2025 Age: 63 Audit Committee Compensation Committee |

  45. Skills and Qualifications

    Mr. Schroder served as the Chief Executive Officer and a board member of Bunge Global SA, a global agribusiness and food company, from 2013 to 2019. Prior to that, since joining Bunge in 2000, he served in a variety of agribusiness leadership roles at Bunge in the United States and Europe, including serving as CEO, Bunge North America from 2010 to 2013, leading Bunge’s business operations in the United States, Canada and Mexico. Prior to joining Bunge, he worked for over 15 years at Continental Grain Company and Cargill, Incorporated. During the past five years, Mr. Schroder also served as a director of Tilray, Inc.

  46. Skills and Qualifications

    Skills and Qualifications Having spent his career in the agribusiness industry, including as chief executive officer of Bunge, Mr. Schroder brings to the Board extensive experience in international operations, management, commodity markets and risk management, strategy, financial experience, mergers and acquisitions and governance of a large, global publicly-traded company.

  47. Skills and Qualifications

    | | Kurt Stoffel Director since 2023 Age: 59 Audit Committee Sustainability Committee |

  48. 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. He also currently serves as a Member of the respective Advisory Boards of AVO Group, a leading spice processing specialist based in Germany, and FRICKE Group, a global service provider for agricultural machinery also based in Germany. 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.

  49. Skills and Qualifications

    | 24 2025 Proxy Statement | |

  50. Skills and Qualifications

    Director Nomination Process

  51. Fiscal 2024 Compensation Actions at a Glance

    | ∎ | Base Salary: For 2024, 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 2024, except for Mr. Stuewe, who received an increase in target LTI value rather than 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. For more information see “Components of Fiscal 2024 Executive Compensation Program – Base Salary” below. |

  52. Fiscal 2024 Compensation Actions at a Glance

    | ∎ | Annual Incentive Bonus: In fiscal 2024, the Company’s global adjusted EBITDA was below the global adjusted EBITDA threshold required under the annual incentive program, so no payouts were made to our NEOs, or other program participants, with respect to the portion of the annual incentive bonus contingent on achievement of the global adjusted EBITDA goal. Mr. van der Velden’s regional/business line did, however, achieve adjusted EBITDA above its required threshold that resulted in an award payout to Mr. van der Velden on this portion of his adjusted EBITDA performance goal. Each of our NEOs achieved a substantial amount of their strategic, operational and personal (“SOP”) goals, and therefore did earn the portion of the annual incentive bonus based on achievement of the SOPs. As a result, Mr. Stuewe earned a 2024 annual incentive bonus equal to 32% of his target bonus opportunity and the other NEOs earned payouts ranging from 33% to 65% of their target bonus opportunities. For more information see “Components of Fiscal 2024 Executive Compensation Program – Annual Incentive Compensation” below. |

  53. Fiscal 2024 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 direct compensation for our CEO and 43% of the annual target total direct compensation for our other NEOs and were delivered through a target value mix of PSUs (60%) tied to three-year, forward-looking performance and time-based RSUs (40%). For more information see “Components of Fiscal 2024 Executive Compensation Program – Long-Term Incentive Compensation” below. |

  54. Compensation Program Objectives and Philosophy

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

  55. Compensation Program Objectives and Philosophy

    | OBJECTIVE | HOW WE MET THIS OBJECTIVE IN 2024 | | 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 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. |

  56. Compensation Committee

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

  57. 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. |

  58. 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 |

  59. 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 2024, the committee engaged Meridian, an independent executive compensation consulting firm, to counsel the committee on various matters relating to the development of our 2024 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.

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

    Use of Peer Companies in Setting Executive Compensation and Measuring Performance

  61. Purpose

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

  62. Purpose

    For purposes of making decisions with respect to the 2024 executive compensation program, we again 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 compet- itiveness 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. As a result of this review, the committee determined that the composition of the peer groups was still appropriate, and no changes were made for fiscal 2024.

  63. Purpose

    Accordingly, the members of the Performance Peer Group and the Pay Levels Peer Group for fiscal 2024 remained as follows:

  64. 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. |

  65. 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 2024.

  66. 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 2024. 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.

  67. Pay Levels Peer Group

    | | 2025 Proxy Statement 37 |

  68. 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.

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

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

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

    In determining the 2024 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, the increase in his 2024 targeted annual total direct compensation was in the form of an increase to his 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.

  71. Components of Fiscal 2024 Executive Compensation Program

    | COMPENSATION COMPONENT | DESCRIPTION | | | – The 65% adjusted EBITDA goal is based on overall Company performance for Messrs. Stuewe, Phillips, Jansen and Sterling. | | | – 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: 471.2% of base salary, or $5,937,120 | | | – 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, also relative to our Performance Peer Group. 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 and supplemental life plan. | | | ∎ Termination/severance benefits per employment/severance agreement. |

  72. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION

  73. 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 2024 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 2024. Additional detail with respect to the design of the fiscal 2024 annual incentive program is provided below.

  74. Annual Incentive Award Formula

    Annual Incentive Award Formula In determining payouts under the fiscal 2024 annual incentive program, the committee used the following formula for the NEOs:

  75. Annual Incentive Award Opportunities

    Annual Incentive Award Opportunities The chart below summarizes the target annual incentive award opportunities for the NEOs for fiscal 2024. For each of Messrs. Phillips, van der Velden and Sterling, the target annual incentive award opportunity was increased for fiscal 2024 to align it with market rates, taking into account market data supplied by Meridian, and the size, scope and complexity of their respective responsibilities in a global company. Fiscal 2024 Target Bonus Opportunities

  76. Annual Incentive Award Opportunities

    | EXECUTIVE | PERCENT OF BASE SALARY | IN DOLLARS | | Mr. Stuewe | 150% | $1,890,000 | | Mr. Phillips | 100% | $800,000 | | Mr. Jansen | 100% | $725,000 | | Mr. van der Velden | 100% | $676,410 | | Mr. Sterling | 100% | $565,000 |

  77. Annual Incentive Plan Performance Metrics and Range of Performance

    Annual Incentive Plan Performance Metrics and Range of Performance For fiscal 2024 (as in fiscal 2023), 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 2024. 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:

  78. Annual Incentive Plan Performance Metrics and Range of Performance

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

  79. 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. |

  80. Annual Incentive Plan Performance Metrics and Range of Performance

    In addition, global adjusted EBITDA includes our Company’s portion of the adjusted EBITDA from our DGD joint venture, which is treated as an unconsolidated subsidiary in our financial statements but is a high-performing asset that is integral to how we

  81. Annual Incentive Plan Performance Metrics and Range of Performance

    | 40 2025 Proxy Statement | |

  82. Annual Incentive Plan Performance Metrics and Range of Performance

    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 2024, these committee adjustments consisted of approximately $5.8 million in restructuring charges related to several plant closures in Europe and approximately $7.8 million in acquisition costs related to various acquisitions, including the Miropasz acquisition. 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 2024 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 2024 Global Adjusted EBITDA Performance Goals (In Millions)

  83. Annual Incentive Plan Performance Metrics and Range of Performance

    | ACHIEVEMENT | GLOBAL | AWARD PAYOUT (PERCENTAGE OF TARGET) | | Below Threshold | Below $1,344,786 | 0% | | Threshold | $1,344,786 | 25% | | Target | $1,582,101 | 100% | | Maximum or Above | $1,819,416 | 200% |

  84. 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 2024 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. 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 2024, the SOPs addressed items such as:

  85. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | achieving specific financial goals, including debt reduction; |

  86. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | developing and implementing our corporate strategy; |

  87. Annual Incentive Plan Performance Metrics and Range of Performance

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

  88. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | integrating our recently acquired businesses; |

  89. Annual Incentive Plan Performance Metrics and Range of Performance

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

  90. Annual Incentive Plan Performance Metrics and Range of Performance

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

  91. Annual Incentive Plan Performance Metrics and Range of Performance

    | ∎ | succession planning; and |

  92. Annual Incentive Plan Performance Metrics and Range of Performance

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

  93. 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.

  94. Annual Incentive Plan Performance Metrics and Range of Performance

    | | 2025 Proxy Statement 41 |

  95. 2024 Performance Results and Award Payouts

    2024 Performance Results and Award Payouts For fiscal 2024, we achieved global adjusted EBITDA of approximately $1,079.8 million, which was below the required threshold for this performance goal and therefore resulted in zero award payouts to all participants in the annual incentive program with respect to the global adjusted EBITDA portion of the annual incentive bonus. Mr. van der Velden’s regional/business line did, however, achieve adjusted EBITDA above its required threshold that resulted in an award payout to Mr. van der Velden on this portion of his adjusted EBITDA performance goal.

  96. 2024 Performance Results and Award Payouts

    | Global EBITDA Performance 65% weighting Result 0% | + | Strategic, Operational, Personal 35% weighting Result 92%-100% (depending on NEO) | SOP OBJECTIVE | HIGHLIGHT ACHIEVEMENTS | | | | | Improved safety | 45% rate improvement in 2024 over our 2023 Lost Time Incident Rate (“LTIR”). | | | | | Debt reduction | Paid down $353.4 million in debt in 2024, improving our financial leverage ratio to 3.68X. | | | | | Execute on strategic growth plan | Completed construction and start-up of the SAF unit at DGD, under budget and ahead of schedule. Closed on the acquisition of Miropasz Group, a leading Polish rendering company that provides us with additional low carbon feedstocks to produce renewable fuels. Successfully launched Nextida™, an innovative platform of specific collagen peptide compositions designed to deliver targeted health and wellness benefits that go beyond those traditionally associated with collagen. | | | | | Execute on M&A integration | Improved margins and achieved targeted SG&A reductions at certain of our recently acquired businesses. |

  97. 2024 Performance Results and Award Payouts

    The chart below provides a summary of the awards earned for fiscal 2024 adjusted EBITDA and SOP performance by each NEO. Award Payouts Based on Actual Performance

  98. 2024 Performance Results and Award Payouts

    | EXECUTIVE | FISCAL 2024 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 | $0 | $608,580 | $608,580 | 32% | | Mr. Phillips | $800,000 | $0 | $262,500 | $262,500 | 33% | | Mr. Jansen | $725,000 | $0 | $253,750 | $253,750 | 35% | | Mr. van der Velden | $676,410 | $202,631 | $236,744 | $439,375 | 65% | | Mr. Sterling | $565,000 | $0 | $197,750 | $197,750 | 35% |

  99. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION

  100. Overview

    Overview Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2024 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. No such special awards were granted to any NEOs during 2024. The Company does not schedule its equity grants in anticipation of the release of material non-public information (“MNPI”) nor does the Company time the release of MNPI based on equity plan grant dates.

  101. 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 subject to a TSR modifier 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 ROGI 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, respectively. 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 2024 long-term incentive program is provided below.

  102. 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 2023 design, the committee provided long-term incentives for fiscal 2024 to the NEOs through a target value mix performance-based PSUs (60%) and time-based RSUs (40%). The committee, with input from its independent compensation consultant, believes that this mix is consistent with market practice for these types of awards. 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 2024 awards will be earned based on our average 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 our common stock at the same time as PSUs are settled, but only if and to the extent PSUs are earned. As in the prior year, for purposes of the 2024 executive compensation program, ROGI was determined as follows:

  103. 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 |

  104. 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

  105. Mix of Equity Awards

    | | 2025 Proxy Statement 43 |

  106. Mix of Equity Awards

    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:

  107. 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 |

  108. Mix of Equity Awards

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

  109. Mix of Equity Awards

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

  110. Mix of Equity Awards

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

  111. Mix of Equity Awards

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

  112. 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

  113. Mix of Equity Awards

    | PERFORMANCE LEVEL | 2024-2026 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% |

  114. 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, respectively. 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:

  115. 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 |

  116. Mix of Equity 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 2024 grant of RSUs 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, 2024. 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.

  117. Mix of Equity Awards

    | 44 2025 Proxy Statement | |

  118. Mix of Equity Awards

    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, 2024), 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 2024 under the 2024 LTI program to each of our NEOs is set forth in the 2024 Grants of Plan-Based Awards Table on page 50.

  119. 2024 Long-Term Incentive Awards

    2024 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 2024. 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 2024 target LTI value from 464% to 471.2% 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 2024-2026 performance period, subject to the performance metrics described above, is shown in the 2024 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, subject to the terms of the award agreement. Fiscal 2024 Target Long-Term Incentive Awards

  120. 2024 Long-Term Incentive Awards

    | EXECUTIVE | PERCENT OF BASE SALARY | IN DOLLARS (1) | TARGET NUMBER OF PSUs | NUMBER OF TIME VESTED RESTRICTED STOCK UNITS | | Mr. Stuewe | 471.20% | $5,937,120 | 72,685 | 48,456 | | Mr. Phillips | 150% | $1,200,000 | 14,691 | 9,794 | | Mr. Jansen | 150% | $1,087,500 | 13,314 | 8,876 | | Mr. van der Velden | 150% | $1,035,938(2) | 12,682 | 8,455 | | Mr. Sterling | 150% | $847,500 | 10,375 | 6,917 |

  121. 2024 Long-Term Incentive Awards

    | 1. | These dollar amounts differ from those reported in the Stock Awards column of the 2024 Summary Compensation Table on page 49 due to the different methodology used to calculate such amounts in the Summary Compensation Table, as described in footnote 1 to the Summary Compensation Table. |

  122. 2024 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, 2023 of 1.1050 U.S. dollars per euro. |

  123. 2024 Long-Term Incentive Awards

    | | 2025 Proxy Statement 45 |

  124. 2022-2024 PSU Award Determinations

    2022-2024 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 2025, the committee reviewed and certified achievement of the performance metrics for the PSUs granted in January 2022 for the 2022-2024 performance period. Relative ROGI for this 3-year performance cycle was at the 86.30th percentile, which resulted in a maximum payout opportunity of 225%; however, relative TSR for this same period was below the 30th percentile, which resulted in a 30% reduction in the payout opportunity. Consequently, 157.5% of the target number of PSUs granted in January 2022 was earned. The committee made no adjustments for non-recurring charges or one-time events. The performance scale and TSR modifier for the 2022-2024 cycle at threshold, target and maximum levels was the same as for the 2024-2026 cycle shown above. The value and number of PSUs that the NEOs earned for the 2022-2024 performance period are shown in the “Stock Awards” columns of the 2024 Option Exercises and Stock Vested Table on page 53.

  125. 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, Jansen and Sterling, 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. 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

  126. EMPLOYMENT AND SEVERANCE AGREEMENTS

    | 46 2025 Proxy Statement | |

  127. EMPLOYMENT AND SEVERANCE AGREEMENTS

    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.

  128. 2024 Summary Compensation Table

    2024 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 2024, 2023 and, to the extent required by SEC disclosure rules, 2022.

  129. 2024 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 | 2024 | $1,260,000 | — | $6,258,389 | — | $608,580 | $0 | $95,757(4) | $8,222,726 | | | 2023 | 1,260,000 | — | 6,159,169 | — | 1,792,582 | 23,414 | 97,504 | 9,332,669 | | | 2022 | 1,200,000 | — | 4,500,000 | — | 2,874,000 | 0 | 85,017 | 8,659,017 | | Brad Phillips Executive Vice President – Chief Financial Officer | 2024 | 800,000 | — | 1,264,944 | — | 262,500 | 0 | $85,503(5) | 2,412,947 | | | 2023 | 700,000 | — | 1,106,163 | — | 497,940 | 2,804 | 78,980 | 2,385,887 | | | 2022 | 500,000 | — | 750,000 | — | 723,750 | 0 | 71,506 | 2,045,256 | | Matt Jansen (9) Chief Operating Officer – North America | 2024 | 725,000 | — | 1,146,380 | — | 253,750 | — | $54,942(6) | 2,180,072 | | | 2023 | 449,615 | — | 3,528,192 | — | 426,441 | — | 422,897 | 4,827,145 | | Jan van der Velden (10) Executive Vice President – International Rendering and Specialties | 2024 | 676,410 | — | 1,091,979 | — | 439,375 | 136,364 | 135,859(7) | 2,479,987 | | | 2023 | 649,020 | — | 1,012,222 | — | 379,712 | 112,497 | 130,728 | 2,284,179 | | | 2022 | 486,073 | — | 783,613 | — | 542,457 | — | 105,554 | 1,917,697 | | John F. Sterling Executive Vice President – General Counsel and Secretary | 2024 | 565,000 | — | 893,338 | — | 197,750 | 0 | $65,407(8) | $1,721,575 | | | 2023 | 550,000 | — | 869,109 | — | 391,238 | 4,386 | 73,378 | 1,888,111 | | | 2022 | 500,000 | — | 750,000 | — | 750,000 | 0 | 61,171 | 2,061,171 |

  130. 2024 Summary Compensation Table

    | 1. | In the case of the stock awards column, for 2024, it represents the aggregate full grant date fair value computed in accordance with FASB ASC Topic 718 of the PSUs and RSUs granted to the NEOs on January 3, 2024 under the 2024 LTI program (respectively, the “2024 PSUs” and “2024 RSUs”). Under FASB ASC Topic 718, the ROGI and TSR vesting conditions related to the 2024 PSUs 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 conditions. Amounts reported for these awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on our Company’s actual operating performance, stock price fluctuations and the NEO’s continued employment. See “Components of Fiscal 2024 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 28, 2024, regarding assumptions underlying valuation of equity awards. |

  131. 2024 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 2024, 2023 and 2022, as the case may be, under the applicable annual incentive plan. For fiscal 2024, these amounts are the actual amounts earned under the awards described in the 2024 Grants of Plan-Based Awards table on page 50. For fiscal 2024, payments under the annual incentive plan were calculated as described in “Components of Fiscal 2024 Executive Compensation Program – Annual Incentive Compensation” on page 40. |

  132. 2024 Summary Compensation Table

    | 3. | The item for fiscal 2024 represents the change in the actuarial present value of the named executive officers’ accumulated benefits under the applicable retirement plan from January 1, 2024 to December 31, 2024. This change is the difference between the 2023 and 2024 measurements of the actuarial present value, assuming that benefit is paid to Messrs. Stuewe and Phillips at their current respective ages of 62 and 65 and not paid until ages 68 for Mr. van der Velden and 62 for Mr. Sterling. The change in pension value for Messrs. Stuewe, Phillips and Sterling was negative – ($2,690) for Mr. Stuewe, ($54,512) for Mr. Phillips and ($949) for Mr. Sterling – due primarily to changes in interest rate assumptions. Under SEC rules, these negative amounts are not included in the Summary Compensation Table. 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 28, 2024. |

  133. 2024 Summary Compensation Table

    | 4. | Represents $26,400 in auto allowance, $16,021 in club dues paid by our Company, $24,011 in supplemental executive group life including tax gross-up and $29,325 in employer contributions and employer discretionary contributions to our Company’s 401(k) plan. |

  134. 2024 Summary Compensation Table

    | 5. | Represents $11,700 in auto allowance, $3,510 in auto expense reimbursements, $16,021 in club dues paid by our Company, $24,947 in supplemental executive group life including tax gross-up and $29,325 in employer contributions and employer discretionary contributions to our Company’s 401(k) plan. |

  135. 2024 Summary Compensation Table

    | 6. | Represents $13,200 in auto allowance, $4,098 for executive physical, $11,769 in supplemental executive group life including tax gross-up and $25,875 in employer contributions and employer discretionary contributions to our Company’s 401(k) plan. |

  136. 2024 Summary Compensation Table

    | 7. | Represents $26,620 in auto allowance, $1,948 in personal allowance, $6,494 in club dues paid by our Company and $100,797 in employer pension contributions. |

  137. 2024 Summary Compensation Table

    | 8. | Represents $11,700 in auto allowance, $4,200 in auto expense reimbursements, $7,323 in club dues paid by our Company, $12,939 in supplemental executive group life including tax gross-up and $29,325 in employer contributions and employer discretionary contributions to our Company’s 401(k) plan. |

  138. 2024 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. |

  139. 2024 Summary Compensation Table

    | 10. | Mr. van der Velden is paid in euros, and his annual base salary in fiscal 2024 was €625,000. Except for the amounts shown in the Stock Awards column, all amounts in the 2024 Summary Compensation Table represent data converted from euros to U.S. dollars using the average annual exchange rate for each respective year, which, for fiscal 2024, was 1.0823 U.S. dollars per euro. The amounts shown in the Stock Awards column also represent data converted from euros to U.S. dollars, but using the exchange rate as of the last day of the immediately preceding fiscal year, which, for fiscal 2024, was $1.1050 as of December 30, 2023. These conversions are used throughout this Proxy Statement for the respective compensation components. |

  140. 2024 Summary Compensation Table

    | | 2025 Proxy Statement 49 |

  141. 2024 Summary Compensation Table

    Grants of Plan-Based Awards

  142. 2024 Grants of Plan-Based Awards

    2024 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 28, 2024.

  143. 2024 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 | 1/3/24 | 12/15/23 | $968,625 | $1,890,000 | $3,780,000 | | | | | | | | 1/3/24 | 12/15/23 | | | | 3,634 | 72,685 | 163,541 | | $3,883,560 | | | 1/3/24 | 12/15/23 | | | | | | | 48,456 | $2,374,829 | | Brad Phillips | 1/3/24 | 12/15/23 | $410,000 | $800,000 | $1,600,000 | | | | | | | | 1/3/24 | 12/15/23 | | | | 734 | 14,691 | 33,054 | | $784,940 | | | 1/3/24 | 12/15/23 | | | | | | | 9,794 | $480,004 | | Matt Jansen | 1/3/24 | 12/15/23 | $371,563 | $725,000 | $1,450,000 | | | | | | | | 1/3/24 | 12/15/23 | | | | 665 | 13,314 | 29,956 | | $711,367 | | | 1/3/24 | 12/15/23 | | | | | | | 8,876 | $435,013 | | Jan van der Velden | 1/3/24 | 12/15/23 | $346,660 | $676,410 | $1,352,821 | | | | | | | | 1/3/24 | 12/15/23 | | | | 634 | 12,682 | 28,534 | | $677,599 | | | 1/3/24 | 12/15/23 | | | | | | | 8,455 | $414,380 | | John F. Sterling | 1/3/24 | 12/15/23 | $289,563 | $565,000 | $1,130,000 | | | | | | | | 1/3/24 | 12/15/23 | | | | 518 | 10,375 | 23,343 | | $554,336 | | | 1/3/24 | 12/15/23 | | | | | | | 6,917 | $339,002 |

  144. 2024 Grants of Plan-Based Awards

    | 1. | Represents the range of annual cash incentive award opportunities pursuant to the annual incentive bonus component of the 2024 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 respective NEOs for the annual incentive bonus payable pursuant to the 2024 executive compensation program, while the maximum amount assumes achievement of 200% of the SOPs. The performance period began on December 31, 2023, and ended on December 28, 2024. 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 2024 Summary Compensation Table. For a detailed discussion of the annual incentive bonus for fiscal year 2024, see “Components of Fiscal 2024 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 2024 of €625,000 and have been converted to U.S. dollars using the conversion rate of 1.0823 U.S. dollars per euro, which is the full year average rate of the euro to the U.S. dollar for 2024. |

  145. 2024 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 the 2024 PSUs, which performance period is December 31, 2023 – January 2, 2027. 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 relative ROGI and TSR performance goals during the performance period as well as certain market conditions. For a detailed discussion of the PSU awards, see “Components of Fiscal 2024 Executive Compensation Program – Long-Term Incentive Compensation” on page 42. |

  146. 2024 Grants of Plan-Based Awards

    | 3. | Represents the 2024 RSUs, which vest in one-third annual increments on each anniversary of the grant date. For a detailed discussion of the RSU awards, see “Components of Fiscal 2024 Executive Compensation Program – Long-Term Incentive Compensation” on page 42. |

  147. 2024 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 2024. Generally, the full grant date fair value is the amount the Company would expense in its financial statements over the awards’ vesting schedule. See Note 13 of the consolidated financial statements in our Annual Report for the fiscal year ended December 28, 2024 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 the applicable vesting. |

  148. 2024 Grants of Plan-Based Awards

    | 50 2025 Proxy Statement | |

  149. 2024 Grants of Plan-Based Awards

    Employment Agreements

  150. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 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 28, 2024:

  151. 2024 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 | 302,700 | — | $14.76 | 03/10/2025 | 82,601 | $2,763,829 | 202,051 | $6,760,626 | | | 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 | 15,815 | $529,170 | 37,924 | $1,268,937 | | Matt Jansen | — | — | — | — | 41,364 | $1,384,039 | 28,272 | $945,981 | | Jan van der Velden | 33,629 | — | $21.00 | 01/25/2029 | 14,152 | $473,526 | 33,942 | $1,135,700 | | | 28,271 | — | $28.89 | 01/06/2030 | | | | | | John F. Sterling | 15,351 | — | $14.76 | 03/10/2025 | 11,955 | $400,014 | 28,629 | $957,927 | | | 15,324 | — | $11.97 | 03/07/2026 | | | | | | | 46,083 | — | $12.29 | 02/06/2027 | | | | | | | 32,402 | — | $18.82 | 01/29/2028 | | | | | | | 26,679 | — | $21.00 | 01/25/2029 | | | | | | | 25,353 | — | $28.89 | 01/06/2030 | | | | |

  152. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 1 | In the case of Messrs. Stuewe, Phillips, van der Velden and Sterling, reflects unvested 2024 RSUs and unvested RSUs that were granted on January 3, 2022 (“2022 RSUs”) and January 3, 2023 (“2023 RSUs”), pursuant to the long-term incentive components of the 2022 and 2023, respectively, executive compensation programs, with each of the 2022, 2023 and 2024 RSUs vesting in equal installments on the first three anniversary dates of each such grant. In the case of Mr. Jansen, reflects (i) 2,952 unvested RSUs that were granted on May 11, 2023, pursuant to the long-term incentive component of the 2023 executive compensation program, which vest in equal installments on January 3, 2025 and January 3, 2026 (the “Jansen 2023 RSUs”), (ii) 29,536 RSUs that were part of a one-time grant made to Mr. Jansen on May 11, 2023 in connection with his acceptance of employment with our Company (the “One-Time Jansen Grant”), which vest in equal installments on May 11, 2025 and May 11, 2026, and (iii) unvested 2024 RSUs that vest in equal installments on the first three anniversary dates of the grant. |

  153. 2024 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 27, 2024 of $33.46. |

  154. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 3. | In the case of Messrs. Stuewe, Phillips, van der Velden and Sterling, reflects unearned 2024 PSUs based on the target performance level and unearned PSUs granted on January 3, 2023 (“2023 PSUs”) based on the maximum performance level, pursuant to the long-term incentive component of the 2023 executive compensation program, with performance periods for the 2023 and 2024 PSUs ending January 3, 2026 and January 2, 2027, respectively. In the case of Mr. Jansen, reflects (i) an unearned PSU award granted on May 11, 2023 based on the maximum performance level, pursuant to the long-term incentive component of the 2023 executive compensation program with a performance period ending January 3, 2026 (the “Jansen 2023 PSUs”) and (ii) unearned 2024 PSUs based on the target performance level with a performance period ending January 2, 2027. |

  155. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 52 2025 Proxy Statement | |

  156. 2024 Outstanding Equity Awards at Fiscal Year-End

    Option Exercises and Stock Vested

  157. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 4. | Value stated is the number of unearned PSUs in the 2023 performance awards at the maximum performance level and the unearned PSUs in the 2024 performance awards at the target performance level, multiplied by the closing price of a share of our common stock on December 27, 2024 ($33.46), details of which are shown in the table below. The PSUs for the 2022-2024 performance cycle are not included in the table, as they are considered earned as of December 28, 2024, and are reported in the 2024 Option Exercises and Stock Vested Table in this Proxy Statement. The 2022-2024 PSU awards were earned based on performance as of December 28, 2024. |

  158. 2024 Outstanding Equity Awards at Fiscal Year-End

    | | 2023 PSUs | | 2024 PSUs | | | | MAXIMUM SHARES (#) | VALUE ($) | TARGET SHARES (#) | VALUE ($) | | Randall C. Stuewe | 129,366 | $4,328,586 | 72,685 | $2,432,040 | | Brad Phillips | 23,233 | 777,376 | 14,691 | 491,561 | | Matt Jansen | 14,958 | 500,495 | 13,314 | 445,486 | | Jan van der Velden | 21,260 | 777,360 | 12,682 | 424,340 | | John F. Sterling | 18,254 | 610,779 | 10,375 | 347,148 |

  159. 2024 Outstanding Equity Awards at Fiscal Year-End

    | These PSUs will be earned over three-year performance periods ending January 3, 2026 and January 2, 2027, respectively. The number of shares of our common stock shown in the table above assumes the maximum performance level for the unearned PSUs in the 2023 performance awards and target performance for the unearned PSUs in the 2024 performance awards. The number of shares ultimately received will depend on actual performance at the end of the performance period, market conditions and continued employment with our Company absent certain conditions in the PSU agreements. |

  160. 2024 Option Exercises and Stock Vested

    2024 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 28, 2024, and the value of any PSUs and RSUs that vested during the fiscal year ended December 28, 2024.

  161. 2024 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 | 61,124 | $1,397,906 | 88,030 | $3,429,059 | | Brad Phillips | — | — | 14,518 | 564,136 | | Matt Jansen | — | — | 16,246 | 756,934 | | Jan van der Velden | — | — | 15,061 | 584,058 | | John F. Sterling | — | — | 13,989 | 538,229 |

  162. 2024 Option Exercises and Stock Vested

    | 1. | Represents the number of stock options exercised in fiscal 2024. 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. |

  163. 2024 Option Exercises and Stock Vested

    | 2. | Represents the number of (i) PSUs for the 2022-2024 performance period that ended on December 28, 2024, that vested in fiscal 2024 and (ii) RSUs that vested in fiscal 2024. 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. |

  164. 2024 Option Exercises and Stock Vested

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

  165. 2024 Option Exercises and Stock Vested

    | | 2022-2024 PSUs | | RSUs | | | | (#) | VALUE ($) | (#) | VALUE ($) | | Randall C. Stuewe | 56,602 | $1,893,903 | 31,428 | $1,535,156 | | Brad Phillips | 9,434 | 315,662 | 5,084 | 248,475 | | Matt Jansen | — | — | 16,246 | 756,934 | | Jan van der Velden | 9,856 | 329,782 | 5,205 | 254,276 | | John F. Sterling | 9,434 | 315,662 | 4,555 | 222,567 |

  166. 2024 Option Exercises and Stock Vested

    | | 2025 Proxy Statement 53 |

  167. 2024 Option Exercises and Stock Vested

    Pension Benefits

  168. 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 Messrs. Stuewe and Sterling, 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 65. Our Salaried Employees’ Retirement Plan was frozen effective December 31, 2011. For Mr. van der Velden, the value is calculated assuming retirement at age 68. Mr. Jansen does not participate in a pension plan. Information regarding the plans and the terms and conditions of payments and benefits available under the plans can be found under the heading “Other Features of our Compensation Program – Retirement Benefits and Perquisites” on page 46.

  169. 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 | $304,225 | — | | Brad Phillips | Salaried Employees’ Retirement Plan | 23.17 | 693,318 | — | | Matt Jansen | — | — | — | — | | Jan van der Velden | Netherlands—PGB, former SPS Pension Plan | 35.50 | 873,381 | — | | John F. Sterling | Salaried Employees’ Retirement Plan | 4.42 | 54,387 | — |

  170. Pension Benefits

    The present value of accumulated benefits has been calculated as of December 31, 2024, 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 5.45% discount rate for Messrs. Stuewe, Phillips and Sterling and a 3.30% 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 28, 2024. See Note 15 of the consolidated financial statements in our Annual Report for the fiscal year ended December 28, 2024, for more information regarding the assumptions underlying the valuation of the pension benefits.

  171. Pension Benefits

    | 54 2025 Proxy Statement | |

  172. 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:

  173. 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. The Company currently maintains at its sole expense a group life insurance policy that is generally available to all of our U.S. salaried employees with a value capped at $350,000 and a supplemental executive life policy in the amount of four times Mr. Stuewe’s then-effective base salary, capped at $4,000,000. |

  174. 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. |

  175. 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 Agree- |

  176. Potential Payments upon Termination or Change of Control

    | ments – Mr. Stuewe’s Employment Agreement” above) or Mr. Stuewe resigns without good reason (as defined in his employment agreement and discussed in “Employment Agreements – Mr. Stuewe’s Employment Agreement” above), Mr. Stuewe is entitled to receive the Accrued Entitlements only. |

  177. 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. |

  178. 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. |

  179. 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.

  180. Potential Payments upon Termination or Change of Control

    | | 2025 Proxy Statement 55 |

  181. Potential Payments upon Termination or Change of Control

    As of the end of fiscal 2024, we had in effect Senior Executive Termination Benefits Agreements with each of Messrs. Phillips, Jansen and Sterling, 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:

  182. 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, paid in a lump sum, (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. |

  183. 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, paid in a lump sum, equal to the greater of (A) the bonus that he would have |

  184. Potential Payments upon Termination or Change of Control

    | been entitled to with respect to the fiscal year in which the termination occurs, based on actual performance or (B) his target annual bonus amount for the fiscal year in which the termination occurs, (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. |

  185. 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, during employment and for two years following a termination of employment, non-solicitation of our employees, non-competition with our Company and non-interference with our Company’s business. The Senior Executive Termination Benefits Agreements with each of Messrs. Phillips, Jansen and Sterling 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. 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.

  186. Potential Payments upon Termination or Change of Control

    | 56 2025 Proxy Statement | |

  187. 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 27, 2024, which is the last business day of our Company’s fiscal year. 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.

  188. 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) | 608,580 | — | 608,580 | 608,580 | | Life Insurance Benefits | — | — | 4,350,000(4) | — | | Health and Welfare | 75,032(5) | — | — | 109,597(6) | | Disability Income | — | — | 297,207(7) | — | | Equity Awards | 3,776,162(8) | $6,038,794(9) | 4,857,054(10) | 7,119,686(11) | | Relocation Expenses | (12) | — | — | (12) |

  189. 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. |

  190. 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. |

  191. Potential Payments upon Termination or Change of Control

    | 3. | Reflects amount due Mr. Stuewe under the annual incentive bonus component of the 2024 executive compensation program, which would be payable to Mr. Stuewe under his employment agreement based on his achievement of strategic, operational and personal goals (“SOPs”) and our Company’s performance in fiscal 2024 as of the assumed date of termination. |

  192. 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 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 four times his then-effective base salary, capped at $4,000,000, from a supplemental executive life policy maintained by our Company at its sole expense. |

  193. 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 health and dental insurance, 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. |

  194. 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 health and dental insurance, 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. |

  195. 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 $10,000 per month in disability benefits until he reaches age 65, by which, using the assumed termination date, Mr. Stuewe would be entitled to 32 months or $320,000 which is reduced to lump sum present value using a discount rate of 5.45%. |

  196. Potential Payments upon Termination or Change of Control

    | 8 | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested 2022 and 2023 RSUs, due to his retirement eligibility, and (ii) a prorated portion of the 2024 RSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. In addition, Mr. Stuewe would remain eligible to vest in a prorated portion of the 2023 and 2024 PSUs, based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 27, 2024, we have assumed that target performance was achieved, which leads to a value of $2,093,224 based on the closing price of our common stock on December 27, 2024 of $33.46 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. |

  197. Potential Payments upon Termination or Change of Control

    | 9. | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested 2022 and 2023 RSUs, and (ii) a prorated portion of the 2024 RSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. In addition, Mr. Stuewe would remain eligible to vest in the full amount of the 2023 and 2024 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 27, 2024, we have assumed (i) that target performance was achieved, which leads to a value of $4,355,856 based on the closing price of our common stock on December 27, 2024 of $33.46 per share, and (ii) that Mr. Stuewe 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. Stuewe provides the Company with less than six months’ advance written |

  198. Potential Payments upon Termination or Change of Control

    | | 2025 Proxy Statement 57 |

  199. Potential Payments upon Termination or Change of Control

    | notice of his retirement, he would only remain eligible to vest in a prorated amount of the 2023 and 2024 PSUs, which, assuming target performance was achieved, would result in a reduction to the amount shown in the table by $2,262,632 based on the closing price of our common stock on December 27, 2024 of $33.46 per share. |

  200. Potential Payments upon Termination or Change of Control

    | 10. | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested 2022, 2023 and 2024 RSUs, and (ii) a prorated portion of the target level amount of the 2023 and 2024 PSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. |

  201. Potential Payments upon Termination or Change of Control

    | 11. | Reflects the acceleration of vesting of (i) 100% of Mr. Stuewe’s unvested 2022, 2023 and 2024 RSUs, and (ii) the target level amount of the 2023 and 2024 PSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. Note that the amount of the PSUs that vest would be increased to the projected level of performance in the event that the compensation committee determines that, prior to the change of control, the projected level of performance through the end of the performance period is greater than target level. |

  202. Potential Payments upon Termination or Change of Control

    | 12. | 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 because they depend on market conditions and timing issues. |

  203. 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 (13) | | | | | | Compensation | $1,600,000(1) | — | — | $3,200,000(2) | | Annual Incentive Bonus | 262,500(3) | — | — | 800,000(4) | | Life Insurance Benefits | — | — | $3,427,500(5) | — | | Health and Welfare | 60,357(6) | — | — | 60,357(6) | | Disability Income | — | — | — | — | | Executive Outplacement | 20,000(8) | — | — | 20,000(8) | | Equity Awards | 703,252(9) | $1,147,767(10) | 923,362(11) | 1,366,239(12) | | Matt Jansen | | | | | | Compensation | $1,450,000(1) | — | — | $2,900,000(2) | | Annual Incentive Bonus | 253,750(3) | — | — | 725,000(4) | | Life Insurance Benefits | — | — | $3,250,000(5) | — | | Health and Welfare | 57,987(6) | — | — | 57,987(6) | | Disability Income | — | — | 655,569(7) | — | | Executive Outplacement | 20,000(8) | — | — | 20,000(8) | | Equity Awards | 986,694(9) | — | 1,680,830(11) | 2,051,968(12) | | John F. Sterling | | | | | | Compensation | $1,130,000(1) | — | — | $2,260,000(2) | | Annual Incentive Bonus | 197,750(3) | — | — | 565,000(4) | | Life Insurance Benefits | — | — | $2,610,000(5) | — | | Health and Welfare | 45,731(6) | — | — | 45,731(6) | | Disability Income | — | — | 430,409(7) | — | | Executive Outplacement | 20,000(8) | — | — | 20,000(8) | | Equity Awards | 541,252(9) | $864,328(10) | 696,704(11) | 1,018,623(12) |

  204. 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, Jansen and Sterling based on the named executive officer’s base salary at December 27, 2024, to be paid to the named executive officer in accordance with the terms of his Senior Executive Termination Benefits Agreement. |

  205. Potential Payments upon Termination or Change of Control

    | 58 2025 Proxy Statement | |

  206. Potential Payments upon Termination or Change of Control

    | 2. | Reflects the lump sum value of the compensation to be paid to Messrs. Phillips, Jansen and Sterling in accordance with their Senior Executive Termination Benefits Agreements, which is equal to two times the sum of (i) the named 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. |

  207. Potential Payments upon Termination or Change of Control

    | 3. | Reflects amount due under the annual incentive bonus component of the 2024 executive compensation program, which would be payable to Messrs. Phillips, Jansen and Sterling under their Senior Executive Termination Benefits Agreements based on their respective achievements of their individual SOPs and our Company’s performance in fiscal 2024 as of the assumed date of termination of December 27, 2024. In the event of a termination before the end of the fiscal year, such amounts would be prorated based on the date of termination. |

  208. Potential Payments upon Termination or Change of Control

    | 4. | Reflects the amount due under the annual incentive bonus component of the 2024 executive compensation program, which would be payable to Messrs. Phillips, Jansen and Sterling in accordance with their Senior Executive Termination Benefits Agreements, which amount is equal to the greater of (i) the bonus that the named executive officer 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. |

  209. Potential Payments upon Termination or Change of Control

    | 5. | Reflects the lump sum proceeds payable to the named executive officer’s designated beneficiary upon his death, which is one times his then-effective base salary, capped at $350,000 for Messrs. Jansen and Sterling, and $227,500 for Mr. Phillips due to a scheduled 35% reduction from the cap at age 65, 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 four times his then-effective base salary, capped at $4,000,000, from a supplemental executive life policy maintained by our Company at its sole expense. |

  210. 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. |

  211. Potential Payments upon Termination or Change of Control

    | 7. | Reflects the lump sum present value of all future payments that the named 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, by which, using the assumed termination date, Messrs. Jansen and Sterling would be entitled to 78 and 49 months or $780,000 and $490,000, respectively, which values have been reduced to lump sum present value using a discount rate of 5.45%. |

  212. 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 maximum value of outplacement fees payable by our Company to assist the executive officer in obtaining employment following termination. |

  213. Potential Payments upon Termination or Change of Control

    | 9. | For Messrs. Phillips and Sterling, reflects the acceleration of vesting of (i) 100% of unvested 2022 and 2023 RSUs, due to their retirement eligibility, and (ii) a prorated portion of the 2024 RSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. For Mr. Jansen, reflects the acceleration of vesting of a prorated portion of (i) the Jansen 2023 RSUs, (ii) the One-Time Jansen Grant and (iii) the 2024 RSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. In addition, Messrs. Phillips, Jansen and Sterling would remain eligible to vest in a prorated portion of the 2023 and 2024 PSUs, based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 27, 2024, we have assumed that target performance was achieved, which leads to a value of $392,554 for Mr. Phillips, $296,790 for Mr. Jansen and $295,533 for Mr. Sterling based on the closing price of our common stock on December 27, 2024 of $33.46 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. |

  214. Potential Payments upon Termination or Change of Control

    | 10. | Reflects the acceleration of vesting of (i) 100% of unvested 2022 and 2023 RSUs, and (ii) a prorated portion of the 2024 RSUs awarded to Messrs. Phillips and Sterling, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. In addition, Messrs. Phillips and Sterling would remain eligible to vest in the full amount of the 2023 and 2024 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 27, 2024, we have assumed (i) that target performance was achieved, which leads to a value of $837,069 and $618,608 for Messrs. Phillips and Sterling, respectively, based on the closing price of our common stock on December 27, 2024 of $33.46 per share, and (ii) with respect to the 2023 and 2024 PSUs, that Messrs. Phillips and Sterling provided the Company with at least six months’ advance written notice of retirement, which allows them to remain eligible to vest in in the full amount of such PSUs. If Messrs. Phillips or Sterling provided the Company with less than six months’ advance written notice of retirement, they would only remain eligible to vest in a prorated amount of the 2023 and 2024 PSUs, which, assuming target performance was achieved, would result in a reduction to the amount shown in the table by $444,515 and $323,075 for Messrs. Phillips and Sterling, respectively, based on the closing price of our common stock on December 27, 2024 of $33.46 per share. Mr. Jansen is not retirement eligible. |

  215. Potential Payments upon Termination or Change of Control

    | 11. | For Messrs. Phillips and Sterling, reflects the acceleration of vesting of (i) 100% of unvested 2022, 2023 and 2024 RSUs, and (ii) a prorated portion of the target level amount of the 2023 and 2024 PSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. For Mr. Jansen, reflects the acceleration of vesting of (i) 100% of (A) the Jansen 2023 RSUs and (B) the One-Time Jansen Grant, and (ii) a prorated portion of the target level amount of the 2023 and 2024 PSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. |

  216. Potential Payments upon Termination or Change of Control

    | 12. | For Messrs. Phillips and Sterling, reflects the acceleration of vesting of (i) 100% of unvested 2022, 2023 and 2024 RSUs, and (ii) the target level amount of the 2023 and 2024 PSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. For Mr. Jansen, reflects the acceleration of vesting of (i) 100% of (A) the Jansen 2023 RSUs and (B) the One-Time Jansen Grant, and (ii) the target level amount of the 2023 and 2024 PSUs, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. Note that the amount of the PSUs that would vest for Messrs. Phillips, Jansen and Sterling would be increased to the projected level of performance in the event that the compensation committee determines that, prior to the change of control, the projected level of performance through the end of the performance period is greater than target level. |

  217. Potential Payments upon Termination or Change of Control

    | 13. | As previously disclosed, on December 12, 2024, Mr. Phillips notified the Company that effective June 15, 2025 he will retire from the Company. Mr. Phillips served as the Company’s Chief Financial Officer until February 25, 2025. Mr. Phillips will continue in a non-executive officer role through his retirement date to assist Mr. Day in his transition to the Chief Financial Officer role. In connection with his retirement, Mr. Phillips will receive retirement benefits from the Company, as described in the retirement column and related footnotes to this table. |

  218. Potential Payments upon Termination or Change of Control

    | | 2025 Proxy Statement 59 |

  219. 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 | $1,115,785(1) | — | $169,103(2) | — | | Life Insurance Benefits | — | — | 378,790(3) | — | | Disability Income | — | — | 757,580(4) | — | | Equity Awards | 635,731(5) | $1,025,426(6) | 825,748(7) | $1,214,029(8) |

  220. 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 2024 executive compensation program. |

  221. 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 27, 2024. |

  222. 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. |

  223. 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 named 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. |

  224. Potential Payments upon Termination or Change of Control

    | 5. | Reflects the acceleration of vesting of (i) 100% of unvested 2022 and 2023 RSUs, due to his retirement eligibility, and (ii) a prorated portion of the 2024 RSUs awarded to Mr. van der Velden, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. In addition, Mr. van der Velden would remain eligible to vest in a prorated portion of the 2023 and 2024 PSUs, based on actual performance through the end of the respective performance periods. For purposes of calculating the payout of PSUs outstanding at December 27, 2024, we have assumed that target performance was achieved, which leads to a value of $350,808 based on the closing price of our common stock on December 27, 2024 of $33.46 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. |

  225. Potential Payments upon Termination or Change of Control

    | 6. | Reflects the acceleration of vesting of (i) 100% of unvested 2022 and 2023 RSUs, and (ii) a prorated portion of the 2024 RSUs awarded to Mr. van der Velden, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. In addition, Mr. van der Velden would remain eligible to vest in the full amount of the 2023 and 2024 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 27, 2024, we have assumed (i) that target performance was achieved, which leads to a value of $740,503 based on the closing price of our common stock on December 27, 2024 of $33.46 per share, and (ii) with respect to the 2023 and 2024 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 and 2024 PSUs, which, assuming target performance was achieved, would result in a reduction to the amount shown in the table by $389,695 based on the closing price of our common stock on December 27, 2024 of $33.46 per share. |

  226. Potential Payments upon Termination or Change of Control

    | 7. | Reflects the acceleration of vesting of (i) 100% of unvested 2022, 2023 and 2024 RSUs, and (ii) a prorated portion of the target level amount of the 2023 and 2024 PSUs awarded to Mr. van der Velden, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. |

  227. Potential Payments upon Termination or Change of Control

    | 8. | Reflects the acceleration of vesting of (i) 100% of unvested 2022, 2023 and 2024 RSUs, and (ii) the target level amount of the 2023 and 2024 PSUs awarded to Mr. van der Velden, with the value in each case based on the closing price of our common stock on December 27, 2024 of $33.46 per share. Note that the amount of the PSUs that vest would be increased to the projected level of performance in the event that the compensation committee determines that, prior to the change of control, the projected level of performance through the end of the performance period is greater than target level. |

  228. Potential Payments upon Termination or Change of Control

    | 60 2025 Proxy Statement | |

  229. Potential Payments upon Termination or Change of Control

    Pay Ratio Disclosure

  230. 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.

  231. Pay vs. Performance Disclosure

    Pay vs. Performance Disclosure

  232. 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) | | | | 2024 | $8,222,726 | $2,243,053 | $2,198,645 | $1,065,043 | 120 | 199 | 278,880 | 8.93% | | 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% |

  233. Pay vs. Performance Disclosure

    | (1) Mr. Stuewe served as our Company’s principal executive officer for the entirety of 2020, 2021, 2022, 2023 and 2024 and our Company’s other named executive officers for the applicable years were as follows: |

  234. Pay vs. Performance Disclosure

    | - | 2024: Messrs. Phillips, Jansen, van der Velden and Sterling. |

  235. Pay vs. Performance Disclosure

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

  236. Pay vs. Performance Disclosure

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

  237. Pay vs. Performance Disclosure

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

  238. Pay vs. Performance Disclosure

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

  239. 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. |

  240. 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: |

  241. Pay vs. Performance Disclosure

    | | CEO | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table; Total Compensation (a) | $8,222,726 | $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) | $6,258,389 | $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) | $0 | $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) | $3,229,114 | $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) | $(2,310,146) | $(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) | $(640,253) | $(798,626) | $(1,931,364) | $4,207,796 | $7,315,144 | | = Compensation Actually Paid | $2,243,053 | $5,776,271 | $7,228,147 | $20,234,722 | $40,274,897 |

  242. Pay vs. Performance Disclosure

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

  243. 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. |

  244. 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. |

  245. 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 each of the reported fiscal years were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based |

  246. Pay vs. Performance Disclosure

    | 62 2025 Proxy Statement | |

  247. Pay vs. Performance Disclosure

    | 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, 157.50% of target for the 2023 PSUs, and 70% of target for the 2024 PSUs, in each case 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

    | (e) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards granted in prior fiscal years 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 indicated fiscal year. |

  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) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table; Total Compensation (b) | $2,198,645 | $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) | $1,099,160 | $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) | $34,091 | $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) | $548,478 | $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) | $(464,564) | $(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) | $(84,265) | $(128,323) | $(291,366) | $638,467 | $1,115,240 | | = Compensation Actually Paid | $1,065,043 | $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 each of the reported fiscal years 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, 157.50% of target for the 2023 PSUs, and 70% of target for the 2024 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 granted in prior fiscal years 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 indicated 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 2024, 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. Pay vs. Performance Disclosure

    | | 2025 Proxy Statement 63 |

  263. 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 28, 2024.

  264. 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 | $125,000 | — | $150,000 | — | $275,000 | | Beth Albright | 50,000 | $50,000 | 150,000 | — | 250,000 | | Larry A. Barden | — | 100,000 | 150,000 | — | 250,000 | | Celeste A. Clark | 113,022 | — | 150,000 | — | 263,022 | | Linda Goodspeed | 125,000 | — | 150,000 | — | 275,000 | | Enderson Guimaraes | — | 100,000 | 150,000 | — | 250,000 | | Randy L. Hill (3) | 29,892 | — | 97,102 | — | 126,994 | | Gary W. Mize | 210,000 | — | 150,000 | — | 360,000 | | Michael E. Rescoe (4) | 85,000 | — | 32,455 | — | 117,455 | | Kurt Stoffel | 100,000 | — | 150,000 | — | 250,000 |

  265. Compensation of Directors

    | 1. | Represents the dollar amount of the annual cash retainer (including any standing committee chair or lead director fees) such directors elected to defer in fiscal 2024 into deferred stock units (“DSUs”) under the Company’s Non-Employee Director Compensation Program, as further described below. In addition, it represents the grant date fair value computed in accordance with FASB ASC Topic 718. See Note 13 of the consolidated financial statements in our Annual Report for the fiscal year ended December 28, 2024, regarding assumptions underlying valuation of equity awards. The aggregate number of DSUs outstanding at December 28, 2024 for the directors listed above are as follows: Adair, none; Albright, 2,474; Barden, 3,356; Clark, 2,970; Goodspeed, 1,646; Guimaraes, 4,951; Hill, none; Mize, none; Rescoe, none; and Stoffel, none. |

  266. Compensation of Directors

    | 2. | Represents the grant date fair value computed in accordance with FASB ASC Topic 718 of the RSUs granted under the Company’s Non-Employee Director Compensation Program. See Note 13 of the consolidated financial statements in our Annual Report for the fiscal year ended December 28, 2024, regarding assumptions underlying valuation of equity awards. The aggregate number of RSU awards outstanding at December 28, 2024 for the directors listed above are as follows: Adair, 33,991; Albright, 16,512; Barden, 7,895; Clark, 11,644; Goodspeed, 35,637; Guimaraes, 12,644; Hill, 2,754; Mize, 40,194; Rescoe, none; and Stoffel, 5,940. |

  267. Compensation of Directors

    | 3. | Mr. Hill was elected to the Board on September 13, 2024. |

  268. Compensation of Directors

    | 4. | Mr. Rescoe retired from the Board effective July 24, 2024. |

  269. 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, nominating and corporate governance and sustainability 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. There were no changes made to our non-employee director annual compensation package during fiscal 2024. During fiscal 2024, non-employee members of the Board were paid an annual cash retainer of $100,000. In addition, the lead director and chair of each of the audit, compensation, nominating and corporate governance and sustainability committees received an additional annual cash retainer in the following amounts: Lead Director—$95,000; Audit—$25,000; Compensation—$25,000; Nominating and Corporate Governance—$15,000; and Sustainability—$20,000.

  270. Compensation of Directors

    | 66 2025 Proxy Statement | |

  271. 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 ∎ Sustainability Committee Chair An additional $25,000 annual cash retainer ∎ Audit Committee Chair ∎ Compensation Committee Chair An additional $95,000 annual cash retainer ∎ Lead Director |

  272. Compensation of Directors

    As an additional element of the annual non-employee director compensation, pursuant to the 2017 Omnibus Incentive Plan, each non-employee director also receives $150,000 of RSUs immediately following our annual meeting of stockholders at which such directors are elected. Accordingly, following our annual meeting of stockholders on May 7, 2024, each non-employee director elected at the meeting received a grant of $150,000 in value of RSUs, with the number of RSUs granted being determined using the closing price of our common stock on May 7, 2024. Upon becoming a non-employee director on September 13, 2024, Mr. Hill received a prorated grant of $45,205 in value of RSUs, with the number of RSUs granted being determined using the closing price of our common stock on September 13, 2024. In the aggregate, 33,075 RSUs were granted to non-employee directors during the fiscal year ended December 28, 2024. 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 shares of our common stock in a lump sum following the director’s separation from service, and if the separation occurs prior to December 31 the director shall receive a prorated portion for the year in which the separation occurs. For fiscal 2024, 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.

  273. Compensation of Directors

    | | 2025 Proxy Statement 67 |

  274. Compensation of Directors

    | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |