Celeste Clark
DARLING INGREDIENTSAbout Celeste A. Clark
Independent director of Darling Ingredients Inc. since 2021; age 71. Former Senior Vice President, Global Policy & External Affairs and Chief Sustainability Officer at Kellogg Company; principal at Abraham Clark Consulting; adjunct professor in Food Science & Human Nutrition at Michigan State University. The Board determined she meets NYSE/SEC independence requirements; she chairs the Sustainability Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Senior Vice President, Global Policy & External Affairs; Chief Sustainability Officer | Through 2011 (retired 2011) | Led global health, nutrition, regulatory science initiatives; oversaw corporate communications/public affairs |
| Abraham Clark Consulting, LLC | Principal | Since Nov 2011 | Advises on nutrition/health policy, regulatory affairs, leadership development |
| Michigan State University | Adjunct Professor (Food Science & Human Nutrition) | Since Jan 2012 | Academic role in nutrition and science-based initiatives |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Wells Fargo & Company | Director | Public | Current board service |
| The Hain Celestial Group, Inc. | Director | Public | Current board service |
| Prestige Consumer Healthcare Inc. | Director | Public | Current board service |
| W.K. Kellogg Foundation | Trustee | Non-profit | Current trustee role |
Board Governance
- Committee assignments: Compensation Committee member; Sustainability Committee Chairwoman .
- Committee activity: Compensation Committee met 7× in FY2024; Sustainability Committee met 3× in FY2024 .
- Independence: Board affirmed all non-employee directors, including Dr. Clark, met NYSE/SEC independence standards .
- Attendance: Board held 8 meetings in FY2024; all then-serving directors attended ≥75% of Board and applicable committee meetings .
- Ownership/Trading policies: Directors must hold 5× annual cash retainer; hedging, short sales, and pledging are prohibited . As of Dec 28, 2024, all directors met ownership guidelines except Dr. Clark and Mr. Hill (recently elected) who are increasing positions toward compliance .
Fixed Compensation (Non-Employee Director Pay – FY2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash fees | $113,022 | Base $100,000 annual cash retainer; Sustainability Committee Chair carries an additional $20,000; actual 2024 cash earned reflects timing/elections |
| Annual equity retainer (RSUs) | $150,000 | Granted immediately following May 7, 2024 annual meeting; shares based on closing price that day |
| Total | $263,022 | Sum of cash and equity grant fair value |
Additional structure highlights:
- Standard retainers in FY2024: Board $100,000; Committee Chairs—Compensation $25,000; Audit $25,000; NCG $15,000; Sustainability $20,000; Lead Director $95,000 .
Performance Compensation (Directors)
| Element | Structure | Metrics/Vesting |
|---|---|---|
| RSUs (Director equity) | Annual grant under 2017 Omnibus Plan | Time-based; no performance conditions disclosed; 2024 grant valued at $150,000 |
| DSUs (deferrals) | Optional deferral of cash retainer into DSUs | Minimum deferral period of 3 years; payable in stock upon separation |
No director stock options or performance-conditioned equity awards were granted in 2024; no option awards outstanding in the 2024 director compensation table .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation committee interlocks (SEC Item 407(e)) | None disclosed for the 2024 fiscal year |
| Related-party transactions policy/oversight | Audit Committee reviews/approves any >$120k related-party transactions; none identified since Dec 31, 2023 |
| Potential interlocks with competitors/suppliers/customers | Not disclosed; no reportable conflicts noted |
Expertise & Qualifications
- Sustainability/ESG leadership: Prior Chief Sustainability Officer at Kellogg; chairs DAR’s Sustainability Committee .
- Governance and risk: Experience overseeing policy, regulatory science, public affairs; broad governance exposure from multiple public boards .
- Nutrition/consumer products: Deep domain expertise aligned with DAR’s food and feed ingredients exposure .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 11,644 shares (includes RSUs vesting within 60 days) |
| Ownership as % of shares outstanding | ~0.007% (11,644 of 158,146,070) |
| RSUs outstanding (Dec 28, 2024) | 11,644 RSUs |
| DSUs outstanding (Dec 28, 2024) | 2,970 DSUs |
| Ownership guideline | 5× annual cash retainer; not yet met as of Dec 28, 2024 (working toward compliance) |
| Pledging/hedging | Prohibited by policy |
Governance Assessment
- Strengths: Independent status; ESG/sustainability expertise aligned with strategic priorities; chairs Sustainability Committee with regular engagement (3 meetings in FY2024); service on Compensation Committee (7 meetings in FY2024); no related-party transactions or interlocks .
- Alignment: Receives a balanced mix of cash and equity; RSU grants and DSU deferrals provide long-term equity exposure; subject to robust ownership/retention and anti-hedging/pledging policies .
- Shareholder signals: Strong say-on-pay support (94.3% in 2024, 95.1% in 2023), with Clark participating in engagement as Sustainability Committee chair in some discussions—supports governance credibility .
- Watch items/RED FLAGS: Ownership guideline not yet met as of year-end 2024 (Board notes she is increasing ownership); continued monitoring of multi-board commitments (currently three public boards—within DAR’s guideline range) .
Overall, Dr. Clark enhances board effectiveness through ESG, policy, and governance expertise. The main alignment gap is ownership guideline compliance; management indicates it is in progress, with strong guardrails (no hedging/pledging) and active committee leadership supporting investor confidence .