Gary Mize
Lead Independent Director at DAR
Board
About Gary W. Mize
Gary W. Mize (age 74) is Lead Independent Director at Darling Ingredients Inc. (DAR), serving on the Board since 2016. He is Partner/Owner at MR & Associates (since 2009) and brings 35+ years in agribusiness and energy, with prior leadership roles at Rawhide Energy (President, 2007–2009), Noble Group (Global COO/Executive Director 2003–2005; Non-Executive Director 2005–2006), ConAgra (President, Grain Processing Group; CEO, ConAgra Malt), and Cargill in management, sales, and trading positions . The Board has determined he is independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MR & Associates | Partner & Owner | Oct 2009–present | Consulting/advisory to agricultural businesses |
| Rawhide Energy LLC | President | Apr 2007–Apr 2009 | Ethanol industry leadership; intersection of agriculture and energy |
| Noble Group (Hong Kong) | Global COO & Executive Director; later Non-Executive Director | Jul 2003–Dec 2005; Dec 2005–Dec 2006 | International operations oversight |
| ConAgra Foods, Inc. | President, Grain Processing Group; CEO, ConAgra Malt | Not disclosed | Commodity processing leadership |
| Cargill, Incorporated | Various management/sales/trading roles | Not disclosed | Global trading and logistics experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Gevo, Inc. (public) | Director | Since 2011 | Audit, Compensation, and Nominating & Corporate Governance committees |
| Ceres Global AG (public) | Non-Executive Chairman | Dec 2007–Apr 2010 | Agribusiness investments |
| United Malt Group Limited (public) | Director (past 5 years) | Not disclosed | Grain/malt industry exposure |
Board Governance
- Roles: Lead Independent Director; Chair, Nominating & Corporate Governance Committee .
- Independence: Board confirmed independence for all non-employee directors, including Mize .
- Attendance/Engagement: Board met 8 times in FY2024; each director attended ≥75% of Board and assigned committee meetings; all then-serving directors attended the 2024 annual meeting .
- Lead Director mandate: Approves agendas and schedules, chairs executive sessions, coordinates committees, liaises among directors and management, recruits/orients new directors, and participates in shareholder engagement; actively attends committee meetings and engages with CEO and management .
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Member | Chair (Mize) | 5 |
| Audit | — | — | 7 |
| Compensation | — | — | 7 |
| Sustainability | — | — | 3 |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Lead Director retainer | $95,000 | Paid quarterly |
| NCG Committee Chair fee | $15,000 | Paid quarterly |
| Total cash fees earned | $210,000 | Matches $100k + $95k + $15k |
| DSU deferral (FY2024) | $0 | Mize did not defer cash fees |
| Annual RSU grant | $150,000 | Granted at 5/7/2024 annual meeting |
| Total director compensation | $360,000 | No option awards |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | RSUs only | No performance metrics for director grants | Annual RSUs granted post-annual meeting; 3,369 RSUs vest within 60 days of 3/11/2025 (indicative of near-anniversary vest) |
| Options/PSUs | None | — | — |
No performance-linked (PSU/option) awards are used for non-employee directors; RSU grants are time-based .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Gevo, Inc. (committees: Audit, Compensation, Nominating & Corporate Governance) |
| Prior public boards (last 5 yrs) | Ceres Global AG; United Malt Group Limited |
| Compensation committee interlocks at DAR | None; no interlocking relationships disclosed for FY2024 |
| Related-party transactions | None reportable since 12/31/2023 (audit committee oversees RPT policy) |
Expertise & Qualifications
- International agribusiness operations (expatriate roles in Switzerland, Brazil, Hong Kong) .
- Energy/agriculture intersection—ethanol, renewable fuels; strategic direction to DGD JV context .
- Board leadership and governance experience across multiple public companies .
- As Lead Director, drives independent oversight and board effectiveness via robust duties .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock owned (incl. RSUs vesting ≤60 days) | 41,477 shares; <1% of outstanding |
| RSUs outstanding (as of 12/28/2024) | 40,194 RSUs |
| DSUs outstanding | None |
| Unexercised plan options | None reported for Mize |
| Ownership guidelines (non-employee directors) | Must hold ≥5x annual cash retainer; retain ≥75% of after-tax shares until met |
| Compliance status | All then-serving directors in compliance (exceptions noted for two newer directors; not Mize) |
| Hedging/pledging | Prohibited by insider trading policy; no pledging allowed |
Insider Trades
| Indicator | FY2024 Status |
|---|---|
| Section 16(a) filings timely | Yes; all required filings met on a timely basis |
| Form 4 transactions (proxy disclosure) | Not detailed in proxy; no delinquent reports |
Governance Assessment
- Strengths: Independent Lead Director with well-defined authority; active coordination of committees and executive sessions . Chair of Nominating & Corporate Governance, overseeing board composition, refreshment, and CEO/executive succession planning . Strong attendance (≥75%) and full board engagement; eight meetings in FY2024; annual meeting attendance . Ownership alignment via stringent director stock ownership/retention policy; Mize compliant . No related-party transactions; clean interlock disclosure; robust clawback and no hedging/pledging policies . High say-on-pay support (94.3% in 2024; 95.1% in 2023), signaling investor confidence in compensation governance .
- Monitoring points: External board roles in fuels/agri (e.g., Gevo) operate in adjacent sectors to DAR’s DGD JV; no related-party transactions disclosed, but industry overlap warrants continued audit committee oversight for conflicts . Board service load monitored under DAR guidelines (generally 1–4 boards, exceptions reviewed by NCG Chair) . Continuous evaluation of director equity mix (RSUs only) vs. performance-linked structures for further alignment is a governance topic, though current framework is standard for directors .