Randall C. Stuewe

Chairman of the Board and Chief Executive Officer at DARLING INGREDIENTS

Board

Since February 2003

Age

62 years

Tenure

Has served as Chairman of the Board and Chief Executive Officer since February 2003.

Also at DARLING INGREDIENTS

Sandra Dudley

Executive Vice President – Renewables and Chief Strategy Officer

Brandon Lairmore

Executive Vice President – Darling U.S. Rendering Operations

Carlos Paz

Executive Vice President, Global Risk Management, Ingredients

About

Randall C. Stuewe, born in 1963 and currently 62 years old as of March 20, 2025 , brings decades of experience to his leadership role.

With over 35 years in the agriculture processing industry, he built his career through roles at major companies such as Cargill, Incorporated and ConAgra Foods, Inc. where he served as Executive Vice President and later President of Gilroy Foods.

Since joining DAR in February 2003, he has led the company as its Chairman of the Board and Chief Executive Officer, guiding strategic direction and operational excellence.

Additionally, his role as director and chair of the compensation committee at Teays River Investments LLC highlights his broader influence in the agribusiness sector, reinforcing his reputation as a well-rounded and experienced leader.

$DAR Performance Under Randall C. Stuewe

Past Roles

Organization	Role	Date Range	Details
ConAgra Foods, Inc.	Executive Vice President and later President of Gilroy Foods	1996 to 2002	Role advanced from EVP to President
Cargill, Incorporated	Various management, sales, and trading positions	Pre-1996 (spanning 12 years)	Held multiple positions before joining ConAgra

External Roles

Organization	Role	Date Range	Details
Teays River Investments LLC	Director and Chair of the Compensation Committee	N/A	N/A

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,260,000	Annually for 2024	Fixed base annual salary for fiscal year 2024
Health and Welfare Benefits	$75,032	Lump sum; continues for 2 years post termination	Estimated lump sum present value of future health and dental insurance premiums
Life Insurance Benefits	$4,350,000	Payable upon death	Includes 1x base salary capped at $350,000 plus 4x base salary capped at $4,000,000
Option Awards [N/A]	None	N/A	No option awards specified for 2024 [N/A]
All Other Compensation	$95,757	Annually	Fixed additional compensation component
Termination Payments (Without Cause/Resignation for Good Reason)	Compensation: $2,520,000; Annual Incentive Bonus: $608,580; Equity Awards: $3,776,162	Payable upon termination	Compensation breakdown if terminated without cause or for resignation for good reason
Termination Payments (Following Change of Control)	Compensation: $3,780,000; Annual Incentive Bonus: $608,580; Health and Welfare Benefits: $109,597; Equity Awards: $7,119,686	Payable upon termination following change of control	Detailed breakdown provided for termination following a change of control

Performance Compensation

Data from FY 2024

Annual Incentive Bonus

Metric	Value	Details
Weighting - Adjusted EBITDA	65%	Global adjusted EBITDA metric; no payout achieved as the performance was below the threshold
Weighting - SOPs	35%	Achievement of Strategic, Operational, and Personal goals; Mr. Stuewe earned 32% of his target bonus opportunity for SOPs
Threshold	$968,625	Minimum performance level required
Target	$1,890,000	Target bonus opportunity
Maximum	$3,780,000	Cap on bonus payout assuming 200% achievement of SOPs
Performance Period	Dec 31, 2023 - Dec 28, 2024	Defined evaluation period
Grant Date	Jan 3, 2024	Approved on Dec 15, 2023
Vesting	N/A	Cash award; no vesting schedule since payout is based on fiscal year performance

Non-Equity Incentive Plan Compensation

Metric	Value	Details
Weighting - Adjusted EBITDA	65%	Performance measured globally; 65% component tied to adjusted EBITDA
Weighting - SOPs	35%	35% component tied to achieving strategic, operational, and personal objectives
Threshold	$968,625	Minimum performance requirement
Target	$1,890,000	Target bonus level
Maximum	$3,780,000	Maximum payout at 200% achievement of performance goals
Performance Period	Dec 31, 2023 - Dec 28, 2024	Evaluation period for performance
Grant Date	Jan 3, 2024	Approved on Dec 15, 2023
Vesting	N/A	Cash-based plan; no vesting schedule

Stock Awards

Metric	Value	Details
Performance Metrics	ROGI and TSR	Based on Relative Return on Gross Investment and Total Shareholder Return
Threshold	0 PSUs	Minimum payout is zero
Target	72,685 PSUs	Target number of Performance Stock Units (PSUs)
Maximum	163,541 PSUs	Maximum number of PSUs
Performance Period	Dec 31, 2023 - Jan 2, 2027	Evaluation period spans over multiple years
Vesting Schedule	1/3 annually	RSUs vest in one-third annual increments on each anniversary of the grant date
Grant Date	Jan 3, 2024	Approved on Dec 15, 2023
Grant Date Fair Value	$6,258,389	Fair value of the awarded stock
Grant Date Stock Price	$33.46	Closing price per share as of Dec 27, 2024
RSUs Awarded	48,456 RSUs	Number of Restricted Stock Units awarded
Target LTI Value	$5,937,120	Increased target long-term incentive value equal to 471.2% of base salary

These tables summarize the performance compensation components, including required performance metrics, payout thresholds, targets, caps, and other key details for 2024.