Enderson Guimaraes
Director at DAR
Board
About Enderson Guimaraes
Independent director of Darling Ingredients since 2021; age 65. Former Executive Vice President – Global Categories & Operations at PepsiCo, CEO of PepsiCo Europe & Sub‑Saharan Africa, and senior executive roles at Electrolux and Philips; retired President & COO of Laureate Education (2017). Currently serves on DAR’s Audit and Compensation Committees; Board determined he is independent under NYSE/SEC rules; Board held 8 meetings in FY2024 with all directors meeting at least the 75% attendance threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laureate Education, Inc. | President & Chief Operating Officer | Sep 2015–2017 | Global operations leadership |
| PepsiCo, Inc. | EVP, Global Categories & Operations | Dec 2014–Jul 2015 | Global category/ops oversight |
| PepsiCo, Inc. | CEO, Europe & Sub‑Saharan Africa | Sep 2012–Dec 2014 | Regional P&L and strategy |
| PepsiCo, Inc. | President, Global Operations | Oct 2011–Sep 2012 | Global operations leadership |
| Electrolux (Major Appliances EMEA) | EVP; CEO EMEA | 2008–2011 | Turnaround/operations in EMEA |
| Philips Electronics | Various leadership roles | ~10 years (dates not specified) | Marketing/leadership experience |
| Danone; Johnson & Johnson | Marketing positions | Not specified | Consumer/brand experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alphia, Inc. (private) | Chairman of the Board | Current | Pet food contract manufacturer; potential customer/supplier adjacency to DAR |
| AutoZone, Inc. | Director | Served during past 5 years (exact dates not disclosed) | Prior public company board service |
Board Governance
- Committee assignments: Audit Committee and Compensation Committee member; not a committee chair .
- Independence: Board determined all non‑employee directors, including Guimaraes, are independent under NYSE/SEC standards .
- Attendance/engagement: Board held 8 meetings in FY2024; all directors met at least the 75% attendance threshold; directors are expected to attend annual meetings, and all then‑serving directors attended the 2024 annual meeting .
- Executive sessions and lead director: Independent directors hold regular executive sessions; Lead Director is Gary W. Mize with defined responsibilities (agenda approval, liaison, committee coordination) .
- Evaluation: Annual Board and committee self‑assessments via comprehensive questionnaires; Nominating & Corporate Governance Committee oversees succession planning and conflicts review .
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non‑employee directors |
| Committee chair fees | $0 | Not a chair; chairs receive: Audit $25k; Compensation $25k; NCG $15k; Sustainability $20k; Lead Director $95k |
| RSU annual grant | $150,000 | Granted after May 7, 2024 meeting; number of RSUs based on closing price; time‑vested |
| Cash vs DSU deferral election | Deferred 100% | Elected to defer 100% of cash retainer into DSUs; DSUs payable in stock after minimum 3‑year deferral or upon separation |
| FY2024 total | $250,000 | $100,000 (DSUs) + $150,000 (RSUs); no options |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance‑linked pay elements | None | Director equity is time‑based RSUs; no PSUs/options; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| AutoZone, Inc. | Prior directorship; another DAR director (Goodspeed) serves on AutoZone currently | No related‑party transactions disclosed; no compensation committee “interlocks” at DAR in FY2024 |
| Alphia, Inc. | Current Chair at a private pet food manufacturer | Audit Committee oversees related‑party transactions; none identified since Dec 31, 2023 |
Expertise & Qualifications
- Global P&L leadership across consumer/industrial sectors (PepsiCo, Electrolux, Philips), with significant international experience including Brazil (a key DAR market) .
- Strategy, operations, and risk management acumen relevant to Audit and Compensation Committee work .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common stock owned (incl. eligible RSUs within 60 days) | 13,896 | As of Mar 11, 2025; under 1% of outstanding shares |
| RSUs outstanding | 12,644 | As of Dec 28, 2024 |
| DSUs outstanding | 4,951 | As of Dec 28, 2024 |
| Ownership guidelines | In compliance | Directors must hold ≥5x annual cash retainer; all then‑serving directors met, except two more recently elected (Clark, Hill) |
| Hedging/pledging | Prohibited | Company insider trading policy bans hedging/pledging, margin accounts |
| Section 16 compliance | Timely | No delinquent filings in FY2024 |
Governance Assessment
- Strengths: Independent director with global operating experience; active roles on Audit and Compensation Committees; 100% deferral of cash retainer into DSUs and meaningful RSU holdings supports alignment; ownership guideline compliance; no related‑party transactions or interlocks; clawback and anti‑hedging/pledging policies reinforce investor protections .
- Engagement: Board met 8 times in FY2024; directors met attendance threshold; independent director executive sessions and robust lead director framework enhance oversight .
- Potential watch‑items: Alphia role—monitor for any DAR commercial relationships that could create related‑party exposure; Audit Committee has explicit oversight and policy, and no such transactions have been identified since Dec 31, 2023 (low current risk) .
- Compensation structure: Stable, plain‑vanilla retainer + time‑vested RSUs; no options or performance instruments for directors; no tax gross‑ups; use of independent consultant for broader compensation governance; no “interlocking” compensation relationships (supportive of governance quality) .
Overall signal: High alignment and low conflict risk; committee participation in Audit and Compensation enhances board effectiveness; continued monitoring warranted for any future Alphia‑related dealings though none are currently disclosed .