Nick Kemphaus
Executive Vice President – General Counsel and Secretary (effective January 4, 2026) at DAR
Executive
About Nick Kemphaus
Nick Kemphaus, age 47, will become Executive Vice President, General Counsel and Secretary of Darling Ingredients on January 4, 2026, after joining the company in March 2012 and serving as Senior Vice President and Deputy General Counsel; prior to Darling, he practiced complex litigation and intellectual property law in private practice . He has led securities, governance, M&A, commercial, real estate, labor and employment, litigation, IP, and regulatory (environmental/OSHA/FDA) matters, overseeing North American legal operations—experience directly relevant to risk management and strategic execution . Company performance context for 2024 shows global adjusted EBITDA of ~$1,079.8 million (below threshold, driving 0% financial bonus payout), while the pay-versus-performance table indicates 2024 TSR value of $120 (from a $100 base), peer TSR $199, net income $278,880 (thousands), and ROGI 8.93% .
| Company Performance (Context) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($, $100 base) | 206 | 247 | 224 | 178 | 120 |
| Peer Group TSR ($) | 106 | 149 | 141 | 166 | 199 |
| Net Income ($ thousands) | 296,819 | 650,914 | 737,690 | 647,726 | 278,880 |
| ROGI (%) | 14.26 | 18.65 | 21.33 | 16.36 | 8.93 |
| Global Adjusted EBITDA (2024, $m) | — | — | — | — | 1,079.8 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Darling Ingredients | SVP & Deputy General Counsel | 2012–2025 | Led securities, governance, M&A, litigation, and regulatory matters; oversaw NA legal operations |
| Darling Ingredients | EVP, General Counsel & Secretary (designated) | Effective Jan 4, 2026 | Successor to retiring GC; continuity of legal and governance leadership |
| Private Practice | Attorney (Complex Litigation & IP) | Pre-2012 | Litigation and IP expertise foundational to corporate legal risk management |
External Roles
No public company directorships or external board roles disclosed for Kemphaus in company filings reviewed.
Fixed Compensation
Specific 2025/2026 base salary and target bonus for Kemphaus were not disclosed as of the November 10, 2025 8-K announcing his appointment . The program design below reflects the company’s 2024 NEO framework (benchmark for the GC role).
| 2024 NEO Benchmarks (for context) | CEO | Other NEOs (incl. GC in 2024) |
|---|---|---|
| Target Annual Bonus (% of Base Salary) | 150% | 100% |
| Example – GC (Sterling) Target Bonus | — | 100% = $565,000 (implies base salary $565,000) |
| Long-Term Incentive Target (as % of Salary) | 471.2% | 150% |
| LTI Mix | 60% PSUs / 40% RSUs | 60% PSUs / 40% RSUs |
Performance Compensation
Annual Incentive (Short-Term)
- Structure: 65% global/regional adjusted EBITDA; 35% Strategic/Operational/Personal (SOP) goals; payout range 0–200% of target .
- 2024 Global EBITDA Goals (in $ millions): Threshold $1,344.8 (25% payout), Target $1,582.1 (100%), Max $1,819.4 (200%) .
- 2024 Results: Global adjusted EBITDA ~$1,079.8m (below threshold) → 0% payout on the EBITDA component; SOP payouts ranged ~92–100% of target by NEO, yielding total AI payouts of 32–65% of target by executive (van der Velden earned regional EBITDA credit) .
| Annual Bonus Metric (2024) | Weight | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA (Global) | 65% | $1,582.1m | ~$1,079.8m | 0% | For corporate/GC roles, 100% based on global EBITDA |
| SOP Goals | 35% | Quantified SMART goals | 92–100% achievement (NEOs) | 32–65% total AI vs target (by exec) | Safety, deleveraging, DGD SAF launch, M&A integration |
Long-Term Incentive (PSUs/RSUs)
- PSUs (60% of LTI): Three-year forward-looking performance; primary metric = average ROGI vs Performance Peer Group; TSR modifier ±30% (capped at max); payout 0–225% of target .
- RSUs (40% of LTI): Time-based vesting, 33 1/3% on each of 1st, 2nd, 3rd anniversaries .
| LTI Component | Metric | Weight | Payout Range | Vesting | Notes |
|---|---|---|---|---|---|
| PSUs | Avg ROGI vs Performance Peer Group + TSR modifier | 60% | 0–225% (TSR ±30% to cap) | Cliff after 3-year period | Aligns to capital efficiency and stock performance |
| RSUs | Time-based | 40% | N/A | 1/3 annually over 3 years | Retention-focused; div. equivalents accrue, pay at vest |
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 5x salary; other senior executive officers (including NEOs) 2.5x salary; directors 5x annual cash retainer .
- Retention: Must hold at least 75% of after-tax shares from incentive awards until in compliance; compliance tested at onboarding, annually at fiscal year-end, and before proposed sales .
- Hedging/pledging: Prohibited for directors, executive officers, and employees; includes short sales, derivatives, collars, exchange funds; no margin accounts or pledging allowed .
- Compliance status: As of December 28, 2024, all NEOs and serving directors were in compliance, except two recently elected directors progressing toward guidelines .
| Alignment Policy | Requirement | Status/Notes |
|---|---|---|
| Ownership multiples | CEO 5x; other senior execs 2.5x salary | Applies to executive officers; ensures meaningful skin-in-the-game |
| Share retention | Hold 75% of net shares until compliant | Tested at onboarding, annually, and pre-sale |
| Hedging/pledging | Strictly prohibited | Reduces misalignment and downside hedging risk |
Employment Terms
No individual employment or severance agreement for Kemphaus was disclosed as of November 10, 2025. The following summarizes the standard agreements and practices in place for Darling’s other senior executives (illustrative for the GC role but not confirmed for Kemphaus) .
| Topic | Company Practice (Senior Exec Agreements) | Key Terms |
|---|---|---|
| Severance (no CoC) | Senior Executive Termination Benefits Agreement | 2x base salary paid over 24 months; prorated bonus based on actual; prior-year bonus if earned; COBRA reimburse up to 18 months; outplacement up to $20k; release required |
| Severance (within CoC protection period) | Double-trigger required | Lump sum 2x (base + target bonus); greater of actual or target bonus (prorated); COBRA reimburse; outplacement; release required |
| Equity on CoC | Double-trigger vesting | No single-trigger vesting if awards assumed; acceleration only upon qualifying termination after CoC |
| Restrictive covenants | Confidentiality; 24-month non-solicit, non-interference, non-compete (U.S. rendering/used cooking oil/related) | Enforced for 24 months post-termination; includes cooperation and return-of-property obligations |
| Clawback | Mandatory compensation recovery | SEC 10D-compliant clawback for erroneously awarded incentive comp; supplemental misconduct recoupment; SOX reimbursement for CEO/CFO after misconduct restatements |
| Taxes | No excise tax gross-ups | Section 280G “cutback” to maximize after-tax value; no gross-up |
| Dispute resolution | Arbitration | JAMS arbitration; fee-shifting for prevailing party; limited injunctive relief carve-out |
Compensation Peer Group (Benchmarking Framework)
- Two peer groups: Pay Levels Peer Group (compensation benchmarking) and Performance Peer Group (set LTI performance standards), reviewed annually; target comp generally set near 50th percentile, with substantial overlap between groups .
- Examples: Overlap includes Celanese, Clean Harbors, Corteva, FMC, Green Plains, Ingredion, IFF, Republic Services, Seaboard, Stepan, The Andersons, The Mosaic Company; performance-only peers include ADM, Bunge, DSM-Firmenich, Tyson; pay-level-only peers include CF Industries, HF Sinclair, Sonoco .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: ~94.3% support at the 2024 Annual Meeting, following ongoing shareholder engagement integrated into program design .
Investment Implications
- Compensation Aligned to Performance: 2024’s below-threshold global EBITDA outcome drove a 0% payout on the financial component of annual bonuses for corporate NEOs, evidencing downside sensitivity; if Kemphaus is placed on the same plan, this structure should constrain cash payouts in weak years and emphasize multi-year ROGI/TSR in equity .
- Reduced Selling Pressure and Risk Controls: Rigorous stock ownership/retention rules and prohibitions on hedging/pledging materially limit short-term selling and misalignment; comprehensive clawback policies add downside accountability .
- Retention/CoC Economics: Senior executive agreements provide competitive severance (2x outside CoC; 2x salary+target bonus in CoC, double-trigger) and 24-month restrictive covenants—market-standard protections that may extend to the GC role once disclosed; double-trigger equity mitigates windfall risk to shareholders .
- Governance and Continuity: Internal succession of the GC role (Kemphaus) from a long-tenured deputy supports continuity in securities, governance, and regulatory oversight—critical levers for risk mitigation as the company executes on DGD/SAF and M&A integration priorities highlighted in 2024 SOPs .