Jan van der Velden
Executive Vice President – International Rendering and Specialties at DAR
Executive
About Jan van der Velden
Jan van der Velden is Executive Vice President – International Rendering and Specialties at Darling Ingredients, a role he has held since October 2017 after joining the company’s international predecessor in 1989; he is 61 and is based in the Netherlands, where his cash compensation is denominated in euros . Company performance context for 2024: net income was $278.9 million and combined adjusted EBITDA was $1.08 billion, with DGD selling a record 1.25B gallons of renewable diesel, paying $179.8 million in dividends to DAR, and starting up a ~235M gallon SAF unit under budget and ahead of schedule; DAR also reduced debt by $353.4 million (leverage 3.68x) and repurchased ~959k shares ($34.3 million) . Executive pay design emphasizes pay-for-performance via adjusted EBITDA in the annual plan and a three-year ROGI-based PSU program with a relative TSR modifier versus a defined peer set .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Darling Ingredients International (formerly VION Ingredients) | Executive Vice President – ERS | Jan 2014 – Oct 2017 | Led European rendering/specialties (ERS) platform prior to promotion to EVP International Rendering & Specialties . |
| VION Ingredients | Managing Director, ERS | Mar 2012 – Jan 2014 | P&L leadership; integration/execution in European rendering & specialties . |
| VION Ingredients | Vice President Raw Materials & Logistics | Jan 2001 – Mar 2012 | Built raw material sourcing/logistics capabilities across Europe . |
| VION Ingredients Germany | Managing Director | May 2005 – Mar 2012 | Country leadership in Germany during ERS expansion . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| VION Ingredients | Board member | Not specified | Served on the board of VION Ingredients . |
Fixed Compensation
| Metric (USD unless noted) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $649,020 (paid in EUR; €600,000 at 2023 avg FX) | $676,410 (paid in EUR; €625,000 at 2024 avg FX) |
| Target Bonus % of Base | 100% | 100% |
| Actual Annual Incentive Paid | $379,712 | $439,375 total: $202,631 (EBITDA portion) + $236,744 (SOP portion) |
| All Other Compensation | $130,728 | $135,859 (auto allowance $26,620; personal allowance $1,948; club dues $6,494; employer pension contributions $100,797) |
Notes: Mr. van der Velden’s non-equity compensation is denominated in euros; the proxy translates amounts at average annual FX rates (2024: 1.0823 USD/EUR) and uses a December 30, 2023 rate (1.1050 USD/EUR) for equity calculations .
Performance Compensation
2024 Annual Incentive Structure and Outcome (NEO program)
| Component | Weighting | Performance metric(s) | Target/Goal design | 2024 Outcome (Jan v.d. Velden) |
|---|---|---|---|---|
| Adjusted EBITDA | 65% | Regional/Business Line EBITDA (75%) and Global EBITDA (25%) for Jan; global-only for corporate NEOs | Global threshold/target/maximum: $1,344.8MM / $1,582.1MM / $1,819.4MM; payouts 0–200% of target | Global EBITDA below threshold → 0% for that portion; Jan’s regional/business line EBITDA exceeded threshold, yielding $202,631 payout for his EBITDA component |
| Strategic, Operational & Personal (SOP) | 35% | Safety, debt reduction, DGD SAF start-up, M&A integration/SG&A, growth initiatives | SMART goals set at start of year and approved by Compensation Committee | SOP payout earned: $236,744 (aligned with company achieving safety improvement, debt reduction, DGD SAF unit start-up, Miropasz acquisition, Nextida launch) |
Long-Term Incentive (LTI) Design and 2024 Grants
- Structure: 60% PSUs (3-year forward-looking average ROGI vs Performance Peer Group with a relative TSR modifier); 40% time-vested RSUs (1/3 on each of the first three anniversaries) .
- PSU payout schedule: 0% at ≤30th percentile ROGI; 100% at 50th; 225% at >80th; TSR modifier ±30% at ≤30th or >80th percentile (capped at 225%) .
| 2024 Grant (Jan 3, 2024) | PSUs (Target #) | RSUs (#) | Target LTI Value | Vest/Performance Period |
|---|---|---|---|---|
| Jan van der Velden | 12,682 | 8,455 | $1,035,938 (150% of salary; USD value uses $/€ 1.1050 at 12/30/2023) | PSUs: 12/31/2023 – 1/2/2027; RSUs: 1/3 each year 2025–2027 |
Recent cycle result: 2022–2024 PSUs paid at 157.5% of target (ROGI ~86.3rd percentile reduced by TSR below 30th percentile), with Jan vesting 9,856 PSUs (value $329,782 on vest date) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common stock owned | 66,817 shares |
| Options exercisable | 61,900 (33,629 @ $21.00 exp 1/25/2029; 28,271 @ $28.89 exp 1/6/2030) |
| Unvested RSUs (12/28/2024) | 14,152 RSUs; market value $473,526 at $33.46 close on 12/27/2024 |
| Unearned PSUs (12/28/2024) | 33,942 PSUs (target/max mix per table methodology); market value $1,135,700 at $33.46 close on 12/27/2024 |
| Total beneficial ownership | 128,717 (common + exercisable options); <1% of shares outstanding (158,146,070) |
| Ownership guidelines | NEOs must hold 2.5x base salary; retain ≥75% of net shares until compliant. As of 12/28/2024, all NEOs were in compliance . |
| Hedging/pledging | Prohibited from hedging and pledging; no margin accounts for company securities . |
Note: Using the proxy’s disclosed 12/27/2024 closing price of $33.46, Jan’s in-the-money option value was positive for both tranches (data points from the table: counts, exercise prices, and reference price) .
Employment Terms
- Contract: Dutch-law employment agreement continuing until pension retirement date (no later than eligibility for state old-age pension), with base salary, participation in the bonus program, Dutch pension, expense allowance, company vehicle, vacation, and salary continuation for incapacity .
- Restrictive covenants: Non-compete, non-solicit, confidentiality, and bonus clawback provisions are included .
- Change-in-control structure: Jan does not have a U.S.-style Senior Executive Termination Benefits Agreement; severance follows Dutch law. Equity awards generally feature double-trigger vesting in change-of-control contexts per plan design (assumed awards) .
Potential Payments (as of 12/27/2024)
| Scenario | Cash Compensation | Other Benefits | Equity Treatment (USD) |
|---|---|---|---|
| Termination by Company without cause (Netherlands) | $1,115,785 (court formula; includes base salary and AIP amount due) | — | $635,731 (accelerate 2022–2023 RSUs; pro-rata 2024 RSUs; pro-rata PSUs at target assumed for estimate) |
| Retirement | $169,103 (three months’ salary) | Life: $378,790; Disability: $757,580 (Dutch plans as applicable) | $1,025,426 (accelerate 2022–2023 RSUs; pro-rata 2024 RSUs; PSUs eligible for full amount with ≥6 months’ notice; estimate assumes target) |
| Death or Disability | — | Life: $378,790; Disability: see above (Dutch plan) | $825,748 (accelerate 2022–2024 RSUs; pro-rata target PSUs) |
| Resignation for Good Reason following Change of Control | — | — | $1,214,029 (accelerate 2022–2024 RSUs; target PSUs) |
Notes: Equity valuations use a $33.46 closing price on 12/27/2024 for estimates; PSU treatment differs by scenario and notice; amounts shown follow the proxy’s scenario methodology and assumptions .
Performance Compensation – Detailed Metrics Table (Design)
| Metric | Weighting | Target | Actual | Payout | Vesting/Period |
|---|---|---|---|---|---|
| Adjusted EBITDA (Global) | Part of 65% | $1,582.1MM target; threshold $1,344.8MM; max $1,819.4MM | $1,079.8MM global (below threshold) | 0% for global portion | Annual FY 2024 |
| Adjusted EBITDA (Regional/BL for Jan) | Part of 65% | Not disclosed (regional goal) | Above threshold (met) | Included in $202,631 EBITDA payout | Annual FY 2024 |
| SOP (Strategic, Operational, Personal) | 35% | SMART goals (safety, debt, DGD SAF, M&A, SG&A, growth) | Achieved 92–100% across NEOs (qualitative/quantitative) | $236,744 SOP payout | Annual FY 2024 |
| PSUs – Average ROGI vs peers | 60% of LTI | 50th percentile (100% payout); ≤30th (0%); >80th (225%) | 2022–2024 result: 86.3rd percentile (max) | 157.5% after TSR modifier below 30th | 3-year cycles (e.g., 2024–2026) |
| TSR Modifier (relative) | PSU modifier | +30% above 80th; –30% at ≤30th (cap at 225%) | Below 30th for 2022–2024 | –30% modifier applied | PSU performance period |
| RSUs (time-vested) | 40% of LTI | N/A | N/A | N/A | 1/3 on each of 1/3/2025, 1/3/2026, 1/3/2027 for 2024 grant |
Compensation Structure Analysis (signals)
- Higher at-risk mix, with 100% of variable pay tied to EBITDA/SOP (annual) and ROGI/TSR (long-term), aligns incentives to margin/capital deployment and relative value creation versus peers .
- 2024 annual EBITDA miss at the global level zeroed that component for most NEOs, but Jan’s regional performance paid, showing localized accountability; SOP payout reflected operational execution (safety, debt reduction, DGD SAF start-up, M&A integration) .
- PSUs retain a robust performance hurdle with a peer-relative lens and TSR governor; the 2022–2024 cycle paid at 157.5% of target, indicating strong capital deployment (ROGI) but relatively weaker TSR in the period .
- Governance mitigants: no option repricing without shareholder approval, no excise tax gross-ups, clawbacks covering accounting restatements and misconduct, ownership/retention requirements, and anti-hedging/pledging policy .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no margin pledges permitted (reduces alignment risk) .
- No supplemental executive retirement plan (SERP) and no change-of-control excise tax gross-ups; 280G cutback mechanisms used in U.S. agreements (company-wide policy tone) .
- Related-party transactions: none identified since 12/31/2023 .
- Say-on-pay: strong shareholder support (94.3% in 2024; 95.1% in 2023), reducing governance overhang risk .
Equity Overhang and Vesting Schedules (insider selling pressure)
- 2024 RSUs (8,455) vest one-third on each anniversary of 1/3/2024 (2025–2027), creating scheduled release events; ownership policy requires retaining at least 75% of net shares until guideline compliance, mitigating immediate selling pressure .
- Outstanding in-the-money options are exercisable (61,900 total; strikes $21.00 and $28.89; proxy valuation uses $33.46 as of 12/27/2024), implying potential liquidity capacity; exercise and sale are constrained by insider trading windows and ownership/retention policy .
Say-on-Pay, Peer Group, and Alignment
- Pay framework targets the 50th percentile of peers for total direct compensation, with performance measurement against a broad Performance Peer Group aligned to DAR’s Feed/Food/Fuel end-markets and cyclicality; peer sets were unchanged for 2024 .
- Shareholder engagement and high say-on-pay approval affirm investor acceptance of the pay-for-performance model .
Investment Implications
- Retention risk appears moderate: long service history (since 1989) and Dutch-law employment with non-compete/non-solicit covenants; meaningful unvested RSUs/PSUs and in-the-money options create retention hooks .
- Compensation is tightly linked to regional and global EBITDA plus multi-year capital efficiency (ROGI) and relative TSR, which should align behavior toward returns on invested capital and disciplined growth; 2024 outcomes show accountability (global miss) but local execution (regional EBITDA payout and SOP achievements) .
- Near-term selling pressure from vesting is tempered by stock ownership/retention requirements and hedging/pledging prohibitions; beneficial ownership remains <1% of shares outstanding .
- Change-of-control economics for Jan are relatively modest (no U.S.-style multiples), with equity acceleration forming the bulk of potential value, limiting parachute optics risk .