Brandon Lairmore
Executive Vice President – Darling U.S. Rendering Operations at DAR
Executive
About Brandon Lairmore
Brandon Lairmore is Executive Vice President – Darling U.S. Rendering Operations (since July 2023), age 46, with a B.S. in agricultural, food and life sciences (University of Arkansas) and an MBA (William Woods University) . He has 25+ years of rendering and protein conversion operating leadership across Tyson Foods, Protein Products, Pilgrim’s, and Darling, culminating in oversight of U.S. rendering during a period where Darling delivered FY2024 net income of $278.9 million and combined adjusted EBITDA of $1.08 billion, with DGD SAF start-up on time and under budget . Company-level executive incentives tie directly to adjusted EBITDA, capital deployment (ROGI vs peers), and a TSR modifier—key performance levers that drive realizable pay and pay-for-performance across the senior team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tyson Foods | Operational leadership roles (rendering) | 1999–2010 | Built plant-level operating expertise in rendering; foundation for later multi-site leadership |
| Protein Products | Plant Manager | 2010–2011 | Led plant operations in protein conversion; execution at facility level |
| Pilgrim’s | General Manager, Mount Pleasant, TX Protein Conversion Facility | 2011–2013 | Ran facility P&L and operations in protein conversion |
| Pilgrim’s | Director, Protein Conversion Business Unit | 2013–2016 | Directed broader unit operations and strategy |
| Darling Ingredients | Regional Vice President – Great Lakes Region | 2016–2018 | Managed multi-site operations in Great Lakes region |
| Darling Ingredients | Senior Vice President – North Central Region | 2018–2023 | Expanded regional leadership; integration and margin discipline |
| Darling Ingredients | EVP – U.S. Rendering Operations | July 2023–Present | Oversees U.S. rendering, integration and safety initiatives within executive framework |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships or public company board roles disclosed for Lairmore |
Fixed Compensation
- Base salary, target bonus %, and actual bonus paid for Lairmore are not individually disclosed in the 2025 proxy; he is not listed among Named Executive Officers (NEOs) whose detailed comp is reported .
- Company-wide executive framework: CEO target bonus 150% of base; other NEOs 100%; annual bonus funded 65% by adjusted EBITDA and 35% by strategic/operational/personal goals (SOPs) .
- FY2024 EBITDA was below threshold so NEOs earned only SOP components; illustrates strict pay-for-performance calibration used for senior execs broadly .
Performance Compensation
- Long-term incentives: Executives receive PSUs (60% of LTI) and RSUs (40%), with PSUs based on three-year average ROGI vs Performance Peer Group and a relative TSR modifier; RSUs vest 33-1/3% on each of the first three anniversaries of grant, subject to service .
- Annual incentive mechanics:
- Financial metric—Adjusted EBITDA (65% weight) measured globally or regionally depending on role; SOPs (35% weight) are SMART goals tied to safety, debt reduction, integration, SG&A, growth, and DGD SAF execution .
| Metric | Weighting | Target/Threshold/Max | FY2024 Result/Payout Basis | Vesting/Payment Terms |
|---|---|---|---|---|
| Adjusted EBITDA (global) | 65% | Threshold $1,344.8m; Target $1,582.1m; Max $1,819.4m | FY2024 ~ $1,079.8m → below threshold; EBITDA portion paid 0% for NEOs | |
| SOP Goals | 35% | Goal-specific weights (safety, integration, debt, SG&A) | Achieved 92–100% for NEOs; paid per individual SOP outcome | |
| PSUs (ROGI vs peers; TSR modifier) | — | ROGI vs Performance Peer Group; TSR ± up to 30% | Earned at end of 3-year period based on performance; subject to TSR cap/floor | |
| RSUs | — | Time vesting | 1/3 per year on grant anniversaries (e.g., Jan 3 awards in 2024 for NEOs); service-based |
Equity Ownership & Alignment
- Stock ownership guidelines: EVP-level “Other Senior Executive Officers, including NEOs” must hold 2.5x base salary; CEO at 5x; Directors at 5x cash retainer .
- Retention rule: Must hold at least 75% of after-tax shares from incentives until in compliance; compliance tested annually and before any sale .
- Hedging/pledging strictly prohibited; no margin accounts or pledging company stock allowed under insider trading policy (filed as Exhibit 19.1 to FY2024 10-K) .
- Individual beneficial ownership for Lairmore is not itemized in the Security Ownership of Management table (covers directors and NEOs); thus his specific share count and % outstanding are not disclosed .
Employment Terms
- EVP-level severance/change-in-control: Company’s form Senior Executive Termination Benefits Agreement applies to “each of its Executive Vice Presidents,” providing (a) termination without cause: 24 months base salary paid in installments, prorated current-year bonus based on actual performance, prior-year unpaid bonus, COBRA reimbursements up to 18 months, and up to $20,000 outplacement; and (b) Change-of-Control followed by termination without cause or resignation for good reason (double-trigger): lump sum 2x(base salary + target bonus), greater of actual or target prorated bonus for the year, prior-year unpaid bonus, COBRA reimbursements up to 18 months, and up to $20,000 outplacement .
- Restrictive covenants: The senior executive agreements include non-compete (two years post-termination), non-solicit, and non-interference provisions; confidentiality obligations apply .
- Clawbacks: Mandatory recovery policy for erroneous incentive compensation tied to restated results and supplemental misconduct clawback .
- Equity awards: No single-trigger vesting on change-of-control; awards vest only if followed by qualifying termination and are typically assumed or replaced (double-trigger) .
- Excise tax: Agreements include best-net cutback to avoid 280G excise tax where reduction yields higher after-tax value to the executive .
Performance & Track Record
| Context | FY2024 Metrics | Notes |
|---|---|---|
| Net Income | $278.9 million | Company-level performance context during Lairmore’s EVP tenure |
| Combined Adjusted EBITDA | $1.08 billion | Includes DGD share; core driver of executive incentives |
| Capital Actions | Paid down $353.4 million debt; leverage ratio to 3.68x | SOP goals emphasized debt reduction |
| DGD SAF startup | On time and under budget; ~235 million gallons capacity | Strategic execution milestone tied to SOP/performance |
| Shareholder engagement and Say-on-Pay | 2023: 95.1% approval; 2024: 94.3% approval | Supports stability of compensation framework |
Compensation Peer Group and Benchmarking
- Two peer groups: Performance Peer Group (Feed/Food/Fuel aligned, global), and Pay Levels Peer Group (U.S.-based, similar size/industry); substantial overlap across 12 companies .
- Targeting principle: Committee targets annual total direct compensation around the 50th percentile of peers, with variations based on performance and role scope .
- LTI design since 2010 has emphasized return on capital (ROGI), later refined with TSR modifier, driving alignment to shareholder returns .
Risk Indicators & Red Flags
- Positive: Double-trigger protection in equity awards prevents automatic vesting on change-of-control and reduces windfall risk ; comprehensive hedging/pledging prohibitions strengthen alignment ; formal clawbacks mitigate restatement/misconduct risk .
- Watch: Annual bonus funding is sensitive to commodity cycles via adjusted EBITDA; FY2024 EBITDA miss zeroed the financial component for NEOs—implies higher realized pay cyclicality risk across senior team, including EVP-level roles .
- Related-party: No reportable related person transactions since Dec 31, 2023; Section 16(a) compliance timely in 2024 .
Investment Implications
- Compensation alignment: Lairmore’s EVP package is governed by the same performance-centered framework as other senior executives (EBITDA/SOP for annual, ROGI+TSR for LTI), with strict stock ownership and anti-hedging policies—favorable for long-term alignment .
- Retention risk: EVP Senior Executive Termination Benefits Agreements, non-competes, and double-trigger CoC economics provide stability and reduce departure incentives during strategic events; however, bonus cyclicality tied to commodity-driven EBITDA can depress cash pay in downcycles, potentially raising retention risk if downturns persist .
- Trading signals: Hedging/pledging bans and retention guidelines limit leverage and speculative exposure; lack of disclosed individual ownership for Lairmore suggests monitoring Form 4s for any 10b5-1 plans or net selling pressure once available (not provided in proxy) .
- Execution lens: Company-level SOP outcomes (safety improvement, debt reduction, DGD SAF commissioning) show strong operational follow-through; as EVP of U.S. rendering, Lairmore’s remit is central to margin discipline and integration—key drivers for EBITDA and thus incentive funding .