Carlos Paz
About Carlos Paz
Carlos Paz is Executive Vice President – Global Risk Management, Ingredients at Darling Ingredients (DAR), appointed in January 2025; age 53, with a bachelor’s degree in General Business Management and Agricultural Economics from Kansas State University . He previously served as President & CEO of Ceres Global Ag Corp (Aug 2022–Dec 2024), VP & Commercial Director at Ceres (2020–2022), VP Agricultural Trader at Freepoint Commodities (2018–2020), and spent 23 years in senior roles at Cargill across Europe, Mexico and the U.S. . DAR delivered FY2024 GAAP net income of $278.9 million and combined adjusted EBITDA of $1.08 billion, with DGD contributing $289.9 million; management highlighted debt reduction and SAF startup achievements . His mandate oversees all risk-taking and trading activities globally and commodity risk management, a critical lever for EBITDA resilience across feed, food, and fuel segments .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ceres Global Ag Corp. | President & CEO | Aug 2022–Dec 2024 | Led commodity merchandising business; CEO accountability for strategy, capital deployment, and risk . |
| Ceres Global Ag Corp. | VP & Commercial Director | 2020–Aug 2022 | Commercial leadership across trading/merchandising . |
| Freepoint Commodities | VP, Agricultural Trader | 2018–2020 | Risk-taking/trading across agricultural commodities . |
| Cargill, Incorporated | Senior management roles (Europe, Mexico, U.S.) | ~1995–2018 (23 years) | Led trading and merchandising; multi-geography execution in commodities . |
External Roles
None disclosed in company filings for public-company boards or committee positions .
Fixed Compensation
Not disclosed for Carlos Paz (he is not a 2024 Named Executive Officer). DAR’s program structure for executives includes base salary set against peers and reviewed periodically; 2024 CEO base was $1.26 million, other NEO base salaries ranged from $565k to $800k, adjusted per market and role scope . Target pay positioning is generally around the 50th percentile of peer groups .
Performance Compensation
DAR’s executive incentive design emphasizes adjusted EBITDA and strategic KPIs annually, plus three-year PSUs on ROGI with a TSR modifier.
- Annual incentive structure (2024): 65% weighting on adjusted EBITDA (global and/or regional) and 35% on Strategic, Operational, Personal (SOP) goals; payout range 0–200% of target .
- Long-term incentives: 60% PSUs (three-year average ROGI vs Performance Peer Group, with a relative TSR ±30% modifier, capped at 225%) and 40% RSUs vesting one-third annually over 3 years .
| Metric | Weighting | Target/Threshold Design | Actual (2024) | Payout Result | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (global) | 65% | Pre-set goals vs peer-informed ROGI (target, threshold, max) | $1,079.8 million | 0% on global component | Annual cash, determined post year-end . |
| SOP objectives | 35% | SMART goals on safety, debt reduction, M&A integration, SG&A, DGD SAF startup | Achieved 92%–100% depending on NEO | Partial payouts for NEOs (e.g., CEO 32% of target) | Annual cash . |
| PSUs (ROGI + TSR) | 60% of LTI | 3-year average ROGI vs peers; TSR ±30% modifier | Earn-out at cycle end | 0–225% of target with TSR cap | 3-year performance period . |
| RSUs | 40% of LTI | Time-based vest | N/A | N/A | 33⅓% on 1st, 2nd, 3rd anniversaries . |
Equity Ownership & Alignment
- Reported insider ownership: external aggregators reflect an initial 15,855-share grant/holding on Jan 3, 2025; SEC EDGAR shows a Form 3 filed by Carlos Paz in 2025. Approximate ownership as % of shares outstanding is ~0.01% (15,855 / 158,146,070) as context; confirm via linked filings and trackers .
- Stock ownership guidelines: Senior executive officers must hold ≥2.5x base salary; executives must retain ≥75% of after-tax shares until compliant; hedging/pledging, margin accounts prohibited .
- Company-wide clawbacks: mandatory recoupment for restatements and supplemental recoupment for misconduct .
- Vested vs unvested/vesting pressure: DAR RSUs vest one-third annually; if Paz’s award follows standard RSU terms, potential vest events around early January in 2026–2028, often creating tax-related selling windows .
- Pledging/hedging: prohibited by policy; no pledging disclosed in related-party or Section 16 reviews .
Insider activity snapshots (Carlos Paz):
| Date | Filing/Action | Shares | Notes |
|---|---|---|---|
| Jan 3, 2025 | Initial grant/holding (aggregator) | 15,855 | External tracker; cross-reference Form 3 . |
Employment Terms
- Role scope: “oversee all risk-taking and trading activities globally, as well as management and mitigation of risks related to commodity price fluctuations, supply chain disruptions and market volatility” .
- Agreements: DAR maintains Senior Executive Termination Benefits Agreements for certain EVPs (e.g., Phillips, Jansen, Sterling) featuring 2x salary+target bonus severance on double-trigger CoC and non-compete/non-solicit; Paz’s specific agreement not disclosed in filings to date .
- Insider trading policy: no short-term trading, no derivatives/hedging, and no pledging or margin accounts .
- Clawbacks: mandatory and supplemental policies administered by the Compensation Committee .
Performance & Track Record
Company context during/around his tenure start:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Combined Adjusted EBITDA ($USD Millions) | $841.5 | $1,234.8 | $1,541.0 | $1,611.9 | $1,079.8 |
| Notes | ROGI-driven LTI focus | Peak years pre-2024 | Peak years pre-2024 | Peak years pre-2024 | Sub-threshold AIP payout year |
Additional 2024 operating highlights: DGD sold a record 1.25B gallons of renewable diesel; SAF unit startup under budget; $353.4M debt reduction; leverage ratio improved to 3.68x . Say-on-pay support remained strong at 95.1% (2023) and 94.3% (2024) .
Compensation Peer Group (Program context)
DAR utilizes two peer groups: Performance Peer Group (for ROGI/TSR PSU performance standards) and Pay Levels Peer Group (for pay benchmarking). Overlap includes Celanese, Clean Harbors, Corteva, FMC, Green Plains, Ingredion, IFF, Republic Services, Seaboard, Stepan, The Andersons, Mosaic; performance-only includes ADM, Bunge, DSM-Firmenich, Neste, Sensient, Tyson; pay-only includes CF Industries, CVR Energy, Graphic Packaging, HF Sinclair, Methanex, Sonoco .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited; enforcement via insider trading policy and compliance training .
- Related-party transactions: none identified since Dec 31, 2023 .
- Clawbacks: robust policies in place .
- Executive turnover: CFO retirement planned (2025), GC retirement announced (2025), COO–North America departure (Sep 2025) with severance per agreement; governance communication via 8-Ks .
Say-on-Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2023 | 95.1% | Strong support; program aligned to ROGI and TSR . |
| 2024 | 94.3% | Continued investor engagement and stable design . |
Equity Ownership & Director Governance Policies (Program context)
- Ownership guidelines: CEO 5x base salary; other senior executives 2.5x base; directors 5x annual cash retainer; 75% post-tax shares retention until compliant .
- Board independence and committee structure maintained; Sustainability Committee oversight of climate-related risks .
Investment Implications
- Alignment: Paz’s risk-management mandate is directly tied to EBITDA variability across commodity cycles—positive for pay-for-performance alignment, given annual AIP weighting to EBITDA and LTIs on ROGI/TSR .
- Retention and selling pressure: If he received standard RSUs on Jan 3, 2025, vesting events likely occur annually over three years; expect routine tax-related sells near vest dates; company prohibits pledging/hedging, reducing misalignment risk .
- Governance and incentives: Strong clawbacks and ownership policies, plus high say-on-pay support, reduce governance red flags; lack of disclosed bespoke severance terms for Paz limits visibility on change-of-control economics versus peers .
- Execution risk: With 2024 EBITDA below threshold and a rebound dependent on commodity spreads and DGD SAF ramp, disciplined risk management is a key lever; Paz’s commodity trading background (Cargill, Freepoint, Ceres) suggests relevant expertise for stabilizing earnings quality amid volatility .
Note: Where Carlos Paz-specific compensation and grant details are not disclosed in company filings, items are omitted. External ownership figures are sourced from third-party trackers and the SEC EDGAR index; investors should corroborate via DAR’s investor relations filings for final confirmation .