Randall Stuewe
About Randall Stuewe
Randall C. Stuewe, age 62, is Chairman and Chief Executive Officer of Darling Ingredients Inc., serving since February 2003. He previously held senior roles at ConAgra Foods (EVP and President of Gilroy Foods, 1996–2002) and spent 12 years in management, sales and trading at Cargill, Incorporated . Under his tenure, FY2024 results included GAAP net income of $278.9 million and combined adjusted EBITDA of $1.08 billion, supported by strong cash dividends from the Diamond Green Diesel JV and debt reduction initiatives . The company emphasizes pay-for-performance with realizable CEO pay tracking long-term TSR and adjusted EBITDA; FY2024 “Compensation Actually Paid” for the CEO was $2.24 million versus SCT total of $8.22 million, with TSR indexed to 2019 at 120 and ROGI of 8.93% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ConAgra Foods, Inc. | Executive Vice President; President of Gilroy Foods | 1996–2002 | Led food ingredients operations; senior P&L responsibility |
| Cargill, Incorporated | Management, Sales and Trading positions | ~12 years (pre-1996) | Commodity trading and operations experience across ag-processing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Teays River Investments LLC (private agribusiness holding company) | Director; Chair of Compensation Committee | Current | Governance and compensation oversight in agribusiness portfolio |
Fixed Compensation
Multi-year CEO compensation (SCT-disclosed):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,200,000 | $1,260,000 | $1,260,000 |
| Stock Awards (grant-date fair value) | $4,500,000 | $6,159,169 | $6,258,389 |
| Non-Equity Incentive | $2,874,000 | $1,792,582 | $608,580 |
| Change in Pension Value | $0 | $23,414 | $0 |
| All Other Compensation | $85,017 | $97,504 | $95,757 |
| Total | $8,659,017 | $9,332,669 | $8,222,726 |
Perquisites (2024): auto allowance $26,400; club dues $16,021; supplemental executive group life (incl. tax gross-up) $24,011; 401(k) employer contributions $29,325 .
Performance Compensation
Annual incentive (FY2024):
- Target bonus: 150% of base salary ($1,890,000) .
- Metrics/weights: Adjusted EBITDA 65%; Strategic/Operational/Personal (SOP) goals 35% .
- Outcome: Global adjusted EBITDA under threshold → 0% payout on the 65% component; SOP achievement yielded $608,580; total payout 32% of target .
Long-term incentives (January 3, 2024 grants):
- Target LTI: 471.2% of base salary ($5,937,120) .
- Mix: 60% PSUs; 40% RSUs .
- Granted: Target PSUs 72,685; RSUs 48,456 .
- RSU vesting: 33-1/3% on 1st, 2nd, 3rd anniversaries of grant (i.e., Jan 3, 2025; Jan 3, 2026; Jan 3, 2027), subject to service .
- PSU performance metric: three-year average Return on Gross Investment (ROGI) vs Performance Peer Group; payout scale 0% at ≤30th percentile; 100% at 50th; 225% above 80th; TSR modifier ±30% at ≤30th or >80th percentile, capped at 225% .
- Prior cycle result: 2022–2024 PSUs earned 157.5% of target (ROGI at 86.30th percentile; TSR below 30th percentile applied 30% reduction) .
PSU/Bonus design table:
| Component | Metric | Weight | Target | Actual (2024) | Payout |
|---|---|---|---|---|---|
| Annual incentive | Adjusted EBITDA (Global) | 65% | Pre-set vs peers (target tied to prior-year 75th percentile ROGI) | Below threshold (Global adjusted EBITDA ≈ $1,079.8m) | 0% |
| Annual incentive | SOP goals | 35% | SMART objectives approved by Committee | Achieved (safety, debt reduction, SAF startup, M&A integration) | $608,580 (32% of target) |
| PSUs (2024–2026) | ROGI vs peers; TSR modifier | 60% of LTI | 50th percentile (ROGI); modifier per TSR | In-progress | Earnout 0–225% with ±30% TSR adjustment |
| RSUs | Time-based | 40% of LTI | 3-year ratable vesting | In-progress | N/A (service-based) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,217,082 shares (773,131 common + 1,443,951 vested/exercisable plan options); ~1.39% of outstanding |
| Unvested RSUs | 82,601 ($2,763,829 at 12/27/2024 close) |
| Unearned PSUs (target/max snapshots) | 202,051 ($6,760,626 at 12/27/2024 close) |
| Option exercises (2024) | 61,124; value realized $1,397,906 |
| 2024 vested equity | PSUs 56,602 ($1,893,903); RSUs 31,428 ($1,535,156) |
| Ownership guidelines | CEO: 5x base salary; must retain ≥75% of after-tax shares until compliant. As of 12/28/2024, all NEOs/directors were in compliance (except two recent directors) . |
| Hedging/pledging | Prohibited; no margin accounts or pledging allowed for directors/executives/employees . |
Selected outstanding option detail (exercisable):
| Shares | Strike | Expiration |
|---|---|---|
| 302,700 | $14.76 | 03/10/2025 |
| 353,152 | $8.51 | 02/25/2026 |
| 263,704 | $11.97 | 03/07/2026 |
| 236,443 | $12.29 | 02/06/2027 |
| 182,919 | $18.82 | 01/29/2028 |
| 217,877 | $21.00 | 01/25/2029 |
| 189,856 | $28.89 | 01/06/2030 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Amended & restated effective 1/1/2009; amended March 2015; employed through 12/31/2024 with automatic extension; extended for 2025 . |
| Role & pay | Chairman & CEO; minimum base salary; annual bonus per Committee goals; standard executive benefits; $2,000/month auto allowance . |
| Severance (no CoC) | If terminated without cause or resigns for good reason: lump sum 2x base salary; plus bonus if entitled by performance; health/dental premiums for 2 years (estimated $75,032) . |
| Severance (with CoC—double trigger) | If terminated without cause or resigns for good reason within 12 months post-CoC: lump sum 3x base salary; plus bonus if entitled; health/dental premiums for 3 years (estimated $109,597) . |
| Equity on retirement/termination | Retirement-eligible acceleration for RSUs; prorated PSUs based on actual performance; full vs prorated depends on ≥6 months notice; detailed values disclosed . |
| Change-of-control equity | No single-trigger acceleration if awards are assumed; double-trigger required . |
| Non-compete | During employment and for: 2 years after termination without cause; 3 years after CoC termination; 1 year otherwise. Applies in U.S., Canada, Mexico; includes non-solicit/confidentiality . |
| Excise tax gross-up | None; agreements include “best-net” cutback to maximize after-tax value . |
| Clawbacks | Mandatory recoupment for restatements; supplemental misconduct clawback; SOX reimbursement for CEO/CFO upon misconduct-related restatements . |
Board Governance
- Board leadership: Combined Chairman & CEO (Stuewe), with an empowered Lead Independent Director (Gary W. Mize). All Board committees are 100% independent; independent directors hold regular executive sessions .
- Lead Director duties include agenda approval, coordinating committee work, chairing executive sessions, liaison with management and shareholders .
- Board meetings: Eight in FY2024; all then-serving directors attended ≥75% of combined Board/committee meetings .
- Stuewe’s board service: Director since 2003; Chairman & CEO; receives no additional compensation for serving on the Board .
Committee memberships and independence context:
| Committee | Members (high level) | Independence |
|---|---|---|
| Audit | Independent directors; multiple “financial experts” | 100% independent |
| Compensation | Independent directors; Meridian as independent consultant | 100% independent |
| Nominating & Corporate Governance | Independent directors | 100% independent |
| Sustainability | Independent directors | 100% independent |
Compensation Structure Analysis
- Increased at-risk pay: The Committee held CEO base flat in 2024, raising his target LTI to 471.2% of salary, increasing equity-linked risk exposure .
- Annual incentive rigor: 65% tied to adjusted EBITDA versus peers; despite SOP progress, zero payout on the EBITDA component due to under-threshold results, yielding only 32% of target overall .
- LTI metrics emphasize capital deployment: PSUs earned based on three-year average ROGI vs peers, with a relative TSR modifier; 2022–2024 cycle paid 157.5% of target, reflecting strong ROGI but penalized for weak TSR .
- Governance safeguards: No excise tax gross-ups; no option repricing without shareholder approval; robust clawbacks; prohibition on hedging/pledging; double-trigger CoC vesting only .
Compensation Peer Group (benchmarking)
Peer framework:
- Pay Levels Peer Group targets 50th percentile pay for similar size/complexity; Performance Peer Group sets ROGI/TSR performance standards; with 12 overlapping constituents .
- Examples include ADM, Bunge, Celanese, Corteva, Ingredion, IFF, Mosaic, Republic Services, Seaboard, Stepan, Andersons, Clean Harbors, Green Plains, etc. .
Say-on-Pay & Shareholder Feedback
- Outreach: Contacted holders representing ~55% of shares; direct dialogs with ~17%; committee chairs engaged .
- Vote outcomes: 95.1% support in 2023 and 94.3% in 2024 for Say-on-Pay .
Risk Indicators & Red Flags
- Combined CEO/Chairman: Potential independence concern mitigated by a robust Lead Director role and 100% independent committees .
- Insider selling pressure: CEO exercised 61,124 options in 2024 with $1.40 million in realized value; ownership guidelines and retention policy require holding ≥75% of after-tax shares until compliance, reducing near-term selling pressure .
- Pledging/hedging: Prohibited outright by policy; no margin accounts or pledging allowed .
- Related party transactions: None requiring disclosure since 12/31/2023 .
- Clawbacks: Mandatory and supplemental policies provide recourse on restatements/misconduct .
Equity Ownership & Director Service (Board-specific)
| Item | Value |
|---|---|
| Director since | 2003 |
| Chairman & CEO | Yes (combined role) |
| Lead Independent Director | Gary W. Mize |
| Committees | Stuewe is not on Board committees; all committees independent |
| Board compensation | None for Stuewe as an employee-director |
| Board attendance | ≥75% by all directors in FY2024 |
Investment Implications
- Alignment: CEO pay is heavily equity- and performance-based (471% of salary LTI; PSUs tied to three-year ROGI with TSR modifier), indicating strong linkage to capital efficiency and shareholder returns; 2024 bonus was curtailed on EBITDA miss, reinforcing discipline .
- Retention/Change-of-control economics: Double-trigger structure, 3x base salary post-CoC, non-compete up to three years, and equity treatment contingent on performance/notice suggest reasonable protections without shareholder-unfriendly gross-ups .
- Trading signals: 2024 option exercises and substantial unearned PSUs/RSUs create potential supply upon vesting; however, ownership and retention policies plus no pledging reduce adverse pressure .
- Governance: Combined Chair/CEO is balanced by an empowered Lead Director and independent committees; strong clawback policies and prohibition of hedging/pledging further de-risk compensation structures .
Notes on company performance context: FY2024 net income was $278.9m; combined adjusted EBITDA was $1.08b; DGD distributed $179.8m of cash dividends to Darling; Darling reduced debt by $353.4m and started up an SAF unit under budget and ahead of schedule, all relevant to incentive outcomes and capital deployment metrics .