Larry Barden
Director at DAR
Board
About Larry A. Barden
Retired partner of Sidley Austin LLP; served as Chairman of Sidley’s Management Committee (2014–2022) and on its Executive Committee since 1999, advising boards on mergers and acquisitions, corporate finance, regulatory compliance, and governance. Independent director of Darling Ingredients since 2023; age 68; core credentials in complex transactions, board governance, and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sidley Austin LLP | Partner; Chairman, Management Committee; Executive Committee member | Chairman 2014–2022; Exec Committee since 1999 | Led firm governance; advised boards on M&A, finance, compliance, governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various civic and education-related organizations | Board member | Not disclosed | Non-profit/civic boards; no public-company directorships disclosed |
Board Governance
- Independence: Board determined Barden meets NYSE and SEC independence standards; all Board committees are comprised of independent directors .
- Committees: Nominating & Corporate Governance; Sustainability (not Chair). NCG met 5 times in FY2024; Sustainability met 3 times, indicating regular engagement cadence .
- Attendance: Board held eight meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings. Policy expects directors to attend annual meeting; all then-serving directors attended 2024 annual meeting .
- Board leadership/oversight: Independent Lead Director (Gary Mize) chairs executive sessions of independent directors; robust committee charters for risk, compensation, and sustainability oversight .
Fixed Compensation
| Component | Amount (USD) | Year | Detail |
|---|---|---|---|
| Annual cash retainer (director) | $100,000 | 2024 | Barden elected to defer 100% into DSUs |
| Committee chair fees | $0 | 2024 | Not a chair (NCG Chair: Mize; Sustainability Chair: Clark) |
| Lead Director fee | $0 | 2024 | Not Lead Director (Lead Director receives $95,000) |
| Equity RSU grant (annual) | $150,000 | 2024 | Granted immediately following May 7, 2024 annual meeting; time-based vesting |
| Total director compensation | $250,000 | 2024 | Fees (DSUs) + RSUs |
| RSUs outstanding (as of 12/28/2024) | 7,895 units | 2024 | Aggregate RSUs outstanding |
| DSUs outstanding (as of 12/28/2024) | 3,356 units | 2024 | Deferred stock units balance |
Performance Compensation
| Metric | Structure | Notes |
|---|---|---|
| None disclosed for directors | Director RSUs are time-based; no performance-linked equity for non-employee directors | RSUs granted per director program; company’s PSU/ROGI framework applies to executives, not directors |
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public-company boards | None disclosed | Biography lists civic/education boards only |
| Compensation committee interlocks | None | Company disclosed no interlocking relationships in FY2024 |
Expertise & Qualifications
- M&A, corporate finance, regulatory compliance, and governance leadership from decades at a global law firm; extensive experience counseling boards on complex transactions and compliance .
- Governance and sustainability exposure via committee service (NCG and Sustainability) supporting succession planning, conflicts oversight, and ESG/climate strategy review .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial common stock owned | 22,627 shares | 03/11/2025 | Includes RSUs vesting within 60 days and certain DSUs per beneficial ownership methodology |
| RSUs vesting within 60 days | 3,369 shares | 03/11/2025 | Counted toward beneficial ownership per proxy footnotes |
| Deferred stock units vested (beneficial count) | 551 units | 03/11/2025 | Vested DSUs counted in beneficial ownership |
| RSUs outstanding | 7,895 units | 12/28/2024 | Outstanding director RSUs |
| DSUs outstanding | 3,356 units | 12/28/2024 | Deferred retainer in DSUs |
| Shares outstanding (Company) | 158,146,070 | 03/11/2025 | Record date shares outstanding |
| Ownership (% of outstanding) | ~0.014% | 03/11/2025 | Derived from 22,627 / 158,146,070 |
| Ownership guidelines | 5x annual cash retainer (directors) | Policy | All then-serving directors met guideline except Dr. Clark and Mr. Hill (newer appointees) as of 12/28/2024; hedging and pledging prohibited |
Governance Assessment
- Alignment: 100% of cash retainer deferred into DSUs and annual RSUs supports skin-in-the-game and alignment; director guidelines require 5x cash retainer and Company disclosed near-universal compliance (Barden not flagged) .
- Independence & oversight: Independent status; service on NCG (conflicts/nomination/succession oversight) and Sustainability (ESG/climate strategy) committees indicates active role in governance quality and risk oversight .
- Engagement: Board/committee meeting cadence suggests regular involvement; policy-driven attendance including annual meeting participation; independent executive sessions led by the Lead Director enhance accountability .
- Conflicts/related-party: Company reports no related party transactions since 12/31/2023; compensation committee interlocks absent; insider trading policy bans hedging/pledging, lowering alignment risk .
RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, independence affirmed. Monitoring areas: continued committee engagement and ownership guideline maintenance; no public-company interlocks that could pose information-flow conflicts were disclosed .