Charles Adair
About Charles Adair
Independent director of Darling Ingredients Inc. since 2017; age 73 as of March 20, 2025. Former Vice Chairman at BMO Capital Markets with 40+ years in food and agribusiness investment banking and M&A; holds a Master’s degree from Michigan State University focused on environmental studies . He serves as Audit Committee Chair and is designated an Audit Committee Financial Expert; also a member of the Nominating & Corporate Governance Committee . The Board has determined he meets NYSE/SEC independence requirements; during FY2024, all directors attended ≥75% of Board and committee meetings and the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Capital Markets | Vice Chairman; led Food & Agribusiness investment banking | Prior to retirement (years not specified) | Initiated/negotiated transactions across poultry, pork, beef, by-product recycling, grain, bakery, beverage; strong financial markets expertise . |
| Harris Capital Markets Group (precursor to BMO Chicago) | Senior Vice President; Group Manager | Prior (years not specified) | Built Chicago office nucleus; capital markets leadership . |
| Elders Grain, Inc. (Australian agribusiness) | Director of North American M&A | Prior (years not specified) | Initiated and executed acquisitions; industry consolidation experience . |
| Consolidated Grain & Barge Co. | Senior roles in cash grain trading, futures, logistics | Early career | Operational and trading expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aryzta AG (Zurich) | Independent Director; Chair of Remuneration Committee | Retired in 2018 | Public global bakery business; compensation governance leader . |
| Private packaged protein co-manufacturer | Director | Current | Private company board service . |
| Private consumer food company | Director | Current | Private company board service . |
| Private research commercialization company (animal agriculture innovation) | Director | Current | Private company board service . |
Board Governance
- Committee assignments and chair roles: Audit Committee Chair; Nominating & Corporate Governance Committee member; Audit Committee Financial Expert designation .
- Independence and engagement: Board determined Adair (and all non-employee directors) meet NYSE/SEC independence; Board held eight meetings in FY2024; all directors attended ≥75% of Board and committee meetings; policy encourages annual meeting attendance (all then-serving directors attended in 2024) .
- Executive sessions: Independent directors hold regularly scheduled executive sessions of Board and committees without management; sessions chaired by Lead Director or independent committee Chairs .
- Committee activity levels (FY2024): Audit Committee met seven times; Nominating & Corporate Governance met five times; Compensation met seven; Sustainability met three .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly to non-employee directors. |
| Audit Committee Chair fee | $25,000 | Additional cash retainer for Audit Chair. |
| Total cash fees earned (Adair) | $125,000 | Base retainer + Audit Chair fee. |
| Equity retainer (RSUs) | $150,000 grant-date fair value | Granted immediately following the May 7, 2024 annual meeting; number of RSUs based on closing price that day . |
| DSU deferral election (cash) | Available up to 100% of cash retainer | Adair had $0 DSUs outstanding at 12/28/2024 . |
| Options | $0 (no option awards) | No stock options granted to directors. |
| Total FY2024 compensation (Adair) | $275,000 | Cash $125,000 + RSUs $150,000. |
Performance Compensation
| Program Element | Metric/Terms | FY2024 Calibration | Notes |
|---|---|---|---|
| Director equity | Time-based RSUs | $150,000 grant per director; prorated for mid-year appointees | Annual RSU awards; no director PSUs/options disclosed . |
| Executive annual incentive (Board oversight) | Adjusted EBITDA (65%); Strategic/Operational/Personal goals (35%) | Global Adjusted EBITDA Threshold $1,344.8mm; Target $1,582.1mm; Max $1,819.4mm | FY2024 global EBITDA below threshold → 0% payout on EBITDA; SOP payouts ranged 92–100% of target across NEOs; CEO earned 32% of target overall . |
| Executive long-term incentive (Board oversight) | 60% PSUs on 3-yr average ROGI vs Performance Peer Group with TSR modifier; 40% time-based RSUs | PSU payout range 0–225%; TSR modifier ±30% within cap | Framework under Compensation Committee; aligns pay with capital deployment and TSR . |
Note: Director RSU awards are not performance-conditioned; “performance” metrics above pertain to executive pay programs overseen by the Board/Compensation Committee, relevant to governance and investor alignment .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Adair; prior public board service at Aryzta AG (retired 2018) .
- Interlocks/conflicts: Company reports no compensation committee interlocks in FY2024; no related person transactions identified since 12/31/2023 .
- Audit committee service limits: Audit members may not sit on more than two other public-company audit committees unless Board determines no impairment; directors must notify the Secretary before accepting other board roles; NCG Chair approval required for public company boards .
Expertise & Qualifications
- Financial/accounting expertise; designated Audit Committee Financial Expert; deep experience in global agribusiness, strategy, M&A, and risk management .
- Corporate governance and sustainability familiarity (MSU environmental studies) supporting oversight of ESG topics alongside Board’s Sustainability Committee structure .
Equity Ownership
| Measure | As of | Amount |
|---|---|---|
| Beneficially owned common shares (Adair) | March 11, 2025 | 43,491 shares; <1% of outstanding . |
| RSUs outstanding (aggregate) | Dec 28, 2024 | 33,991 RSUs . |
| RSUs vesting within 60 days (included in beneficial ownership) | March 11, 2025 | 3,369 RSUs . |
| DSUs outstanding | Dec 28, 2024 | 0 . |
| Shares outstanding (record date) | March 11, 2025 | 158,146,070 . |
Stock ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer; all then-serving directors were in compliance as of December 28, 2024, with exceptions only for recently elected Dr. Clark and Mr. Hill (continuing to build positions). Hedging, short sales, margin accounts, and pledging of Company stock are prohibited .
Governance Assessment
- Board effectiveness: Adair’s audit leadership and financial expertise bolster controls, risk oversight, and related-party transaction monitoring (audit committee oversees all related-party reviews); Audit Committee met seven times in FY2024, indicating active oversight cadence .
- Alignment and incentives: Director pay mix balances modest cash with equity RSUs ($150k), supporting ownership alignment; availability of DSU deferrals reinforces long-term orientation; absence of director options/PSUs reduces risk of misaligned risk-taking .
- Independence and attendance: Independence affirmed; ≥75% meeting attendance and annual meeting participation support investor confidence .
- RED FLAGS and conflicts: None identified—no related party transactions since 12/31/2023; Company prohibits hedging/pledging; Section 16 filings timely in FY2024 . Compensation committee interlocks absent .
- Shareholder feedback: Strong say-on-pay support (95.1% in 2023; 94.3% in 2024), with active outreach involving Compensation and Sustainability Chairs—positive signal for Board’s responsiveness and pay governance .
Implications: Adair’s tenure, audit chairmanship, and financial expertise are positives for governance quality and risk oversight. Compensation structures emphasize equity ownership and discourage speculative behavior; no apparent conflicts or attendance issues. Investor confidence is supported by clean related-party disclosures and strong say-on-pay outcomes .