Linda Goodspeed
Director at DAR
Board
About Linda Goodspeed
Independent director at Darling Ingredients since 2017; age 63 as of March 20, 2025. Retired COO and Managing Partner at WealthStrategies Financial Advisors (2007–2017), with prior CIO roles at The ServiceMaster Company (2011–2014) and Nissan North America (2008–2011), and EVP at Lennox International (2001–2008) . Determined independent under NYSE/SEC standards; all directors met at least 75% attendance of Board/committee meetings in FY2024, and all then‑serving directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WealthStrategies Financial Advisors | COO & Managing Partner | 2007–2017 | Led operations at RIA; governance/compensation insight useful to Comp Committee chair role |
| The ServiceMaster Company | SVP & CIO | 2011–2014 | Enterprise IT leadership; technology/cyber oversight background |
| Nissan North America | VP, Information Systems & CIO | 2008–2011 | Large-scale IT operations; data governance expertise |
| Lennox International | Executive Vice President | 2001–2008 | Global operations/commercial leadership |
External Roles
| Company | Status | Committees/Role | Notes |
|---|---|---|---|
| AutoZone, Inc. | Current | Audit; Compensation | Public company board; current memberships |
| Empower Brands (private) | Current | Director | Private company board |
| American Electric Power (AEP) | Prior (within last 5 yrs) | Nuclear Oversight; Audit; Technology (Chair); Policy | Served during 2024; no longer listed as current in 2025 |
| Williams Industrial Services (f/k/a Global Power Equipment Group) | Prior | Audit; Compensation (Chair earlier) | Company filed Chapter 11 on July 24, 2023 (context) |
Board Governance
- Committee assignments (2025): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee activity (2024): Compensation Committee met 7 times; Nominating & Corporate Governance met 5 times; Board met 8 times; all directors ≥75% attendance .
- Independence: Board determined Goodspeed is independent under NYSE/SEC standards .
- Investor engagement: As Compensation Committee Chair, led 2024 outreach; say‑on‑pay support ~94.3% in 2024 and 95.1% in 2023 (votes cast) .
- Executive sessions: Independent directors hold regular executive sessions; committees comprised entirely of independents .
Shareholder voting outcomes (confidence signal):
| Vote | 2024 | 2025 |
|---|---|---|
| Say-on-pay (For / Against / Abstain / Broker NV) | 130,719,101 / 7,647,312 / 217,802 / 6,069,072 | 131,026,866 / 3,488,561 / 506,973 / 5,701,909 |
| Election of L. Goodspeed (For / Against / Abstain / Broker NV) | 134,656,000 / 3,872,754 / 55,461 / 6,069,072 | 131,569,157 / 3,089,666 / 363,577 / 5,701,909 |
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual cash fees received (base + chair) | $125,000 |
| Equity grant (RSUs) | $150,000 (granted after May 7, 2024 annual meeting) |
| Total | $275,000 |
- Standard director fee structure (2024): $100,000 annual cash retainer; chair adders: Compensation $25,000; Nominating & Corporate Governance $15,000; Sustainability $20,000; Lead Director $95,000; each non‑employee director also receives $150,000 in RSUs annually after the meeting .
- Deferrals: Directors may elect to defer cash fees into DSUs; Goodspeed had 1,646 DSUs outstanding as of Dec 28, 2024 (not necessarily from 2024 deferrals) .
Performance Compensation (committee program she oversees)
Annual incentive (for executives; governance relevance as Comp Chair):
| Metric | Weight | FY2024 Targeting/Design | FY2024 Outcome |
|---|---|---|---|
| Adjusted EBITDA (Global or regional mix) | 65% | Corporate target framed vs peer ROGI; threshold/target/max levels set | Global adjusted EBITDA $1,079.8mm → below threshold → 0% payout on this component |
| Strategic, Operational, Personal (SOP) | 35% | SMART goals set annually; 0–200% payout scale | Achieved 92%–100% of target (by NEO) |
FY2024 EBITDA goalposts:
| Achievement | Global Adjusted EBITDA (mm) | Payout (of Target) |
|---|---|---|
| Threshold | $1,344.786 | 25% |
| Target | $1,582.101 | 100% |
| Maximum | $1,819.416 | 200% |
Long-term incentives (executives): PSUs (60%) based on 3‑yr average ROGI vs peers with TSR modifier; RSUs (40%) time‑based .
| PSU Measure | Threshold | Target | Maximum |
|---|---|---|---|
| 3‑yr Avg ROGI vs peers (percentile) | ≤30th → 0% | 50th → 100% | >80th → 225% |
| TSR Modifier vs peers | ≤30th → −30% | >30th–≤80th → 0% | >80th → +30% (cap 225%) |
Committee practices: Uses independent consultant (Meridian), no conflicts; maintains clawback (NYSE Rule 303A.14 compliant) and supplemental misconduct recoupment; enforces stock ownership guidelines .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in FY2024 (no interlocking relationships) .
- Related party transactions: None identified since Dec 31, 2023 .
Expertise & Qualifications
- Deep IT/technology and operations background from CIO roles at ServiceMaster and Nissan; valuable for cybersecurity/technology oversight .
- Significant compensation governance experience; chairs Compensation Committee; led investor outreach; high say‑on‑pay support .
- Prior leadership across industrial and consumer sectors (Lennox; ServiceMaster); relevant to Darling’s operational complexity .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 11, 2025) | 35,637 shares; <1% of outstanding |
| RSUs outstanding (as of Dec 28, 2024) | 35,637 RSUs |
| DSUs outstanding (as of Dec 28, 2024) | 1,646 DSUs |
| Ownership guidelines | Non‑employee directors: 5× annual cash retainer |
| Compliance | All then‑serving directors in compliance as of Dec 28, 2024 except newer directors Dr. Clark and Mr. Hill (still building positions) |
| Hedging/Pledging | Prohibited for directors, officers, employees; no margin or pledging allowed |
Governance Assessment
- Strengths: Independent; long tenure with relevant IT and operating expertise; chairs an active Compensation Committee (7 meetings in 2024) with robust design (ROGI/TSR, hard EBITDA goals), evidenced by zero payout on EBITDA component in 2024—supports pay‑for‑performance. Strong shareholder support for both her election and say‑on‑pay in 2024–2025. Compliant with stringent stock ownership guidelines; hedging/pledging prohibited; no related‑party transactions identified; no Compensation Committee interlocks .
- Watch items: Prior directorship at Williams Industrial Services, which entered Chapter 11 in 2023 (reputational context, not necessarily indicative of director performance). Outside board load appears within Board guidelines (1–4 public boards), and no disclosed conflicts with Darling suppliers/customers .
- Overall read‑through to investor confidence: High vote support, disciplined compensation outcomes, and strong policy framework (ownership, clawback, anti‑hedging) are positive signals for governance quality and alignment .