Randy Hill
Director at DAR
Board
About Randy L. Hill
Independent director of Darling Ingredients Inc. since September 13, 2024; age 65. Former KPMG LLP audit partner (37+ years), including Audit Partner‑in‑Charge of KPMG’s Dallas office; currently a partner at Opportune LLP (business advisory). Serves on Darling’s Audit Committee (designated Audit Committee Financial Expert) and Sustainability Committee; the Board has affirmatively determined he is independent under NYSE and SEC rules. Joined via Board appointment in 2024 Board refresh; all then‑serving directors attended at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; Audit Partner-in-Charge, Dallas office | 37+ years (prior to 2021) | Led complex audits, accounting standards implementations, governance, IPOs, capital markets, M&A; advised companies with domestic and international ops |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opportune LLP (business advisory) | Partner | 2021–present | Business/accounting advisory; experience in accounting, tax, treasury, capital strategy |
Board Governance
- Committees: Audit Committee (member; designated financial expert), Sustainability Committee (member).
- Independence: Board determined all non‑employee directors, including Mr. Hill, meet NYSE/SEC independence standards.
- Attendance and engagement: Board held 8 meetings in fiscal 2024; each then‑serving director attended ≥75% of Board and committee meetings. All then‑serving directors attended the 2024 annual meeting.
- Board structure: Combined Chair/CEO; Lead Independent Director (Gary W. Mize); all committees fully independent; regular executive sessions of independent directors.
- Sustainability oversight: Stand‑alone Sustainability Committee established, with updated charter in Aug 2024; focus on climate and sustainability strategy and risk.
Fixed Compensation (Director)
| Component | Amount/Description |
|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 |
| Additional chair/lead retainers | Lead Director $95,000; Audit Chair $25,000; Compensation Chair $25,000; Nominating & Corporate Governance Chair $15,000; Sustainability Chair $20,000 |
| Randy L. Hill – 2024 actual (partial year) | Fees earned/paid in cash: $29,892; Total: $126,994 |
Notes: Directors may elect to defer cash retainers into Deferred Stock Units (DSUs). In 2024, some directors deferred retainers; Mr. Hill did not defer cash in 2024.
Performance Compensation (Director)
| Equity element | Grant sizing | Vesting/Details |
|---|---|---|
| Annual RSU grant (non‑employee directors) | $150,000 in RSUs granted after the annual meeting (May 7, 2024 for incumbents) | As per program; RSUs outstanding reported in director table |
| Randy L. Hill – 2024 equity | Stock awards reported: $97,102; upon appointment (Sept 13, 2024), received a prorated RSU grant of $45,205 in value (program narrative) |
Notes: Director equity is time‑based (RSUs). No director performance scorecards, options, or cash performance bonuses are used for directors. Hedging and pledging by directors is prohibited under the insider trading policy.
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Mr. Hill in the proxy biography.
- Compensation committee interlocks: Company disclosed no interlocks in 2024.
- Auditor independence context: KPMG LLP has been DAR’s independent auditor since 1989; the Audit Committee reviews auditor independence and pre‑approves services. Mr. Hill is a former KPMG partner (now at Opportune LLP); the Board still determined him independent. This may pose a perceived optics consideration, but the Audit Committee oversees auditor independence and relationships.
Expertise & Qualifications
- Financial/accounting expertise; complex audit and accounting, new standards, corporate governance, IPOs, capital markets, M&A; experience across domestic and international operations. Designated as an Audit Committee Financial Expert.
- Sustainability oversight: Member of Sustainability Committee.
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Randy L. Hill | 3,305 shares beneficially owned | Includes RSUs vesting within 60 days (2,754) and vested DSUs (551) counted for beneficial ownership calculation; <1% ownership |
| Ownership guidelines | Non‑employee directors must hold ≥5x annual cash retainer; must retain ≥75% of net shares from awards until compliant. As of Dec 28, 2024, all then‑serving directors met minimums except Dr. Clark and Mr. Hill (recently elected) who are increasing positions. |
Section 16 compliance: Company states Section 16(a) filing requirements were met on a timely basis during fiscal 2024.
Governance Assessment
Key positives for investor confidence
- Strong financial oversight: Audit Committee member and designated financial expert with deep audit and accounting background; complements DAR’s complex global operations.
- Independence and structure: Board/committee independence affirmed; robust Lead Director role; executive sessions without management; codified stock ownership and strict anti‑hedging/pledging policy.
- Director pay alignment: Mix of cash retainer and time‑vested RSUs; no option repricing or performance gaming; deferral optionality via DSUs; fixed, transparent chair fees.
Watch items and potential optics
- Former KPMG partner serving on Audit Committee while KPMG remains the independent auditor (since 1989). Although independence is affirmed by the Board and auditor pre‑approval/independence processes are robust, investors may monitor for perceived familiarity risks and audit firm tenure considerations.
- Ownership guideline ramp: Mr. Hill is not yet at guideline due to recent appointment; Company discloses he is working toward compliance. Monitor for progress toward 5x retainer threshold.
Shareholder sentiment context
- Executive say‑on‑pay support has been strong (approximately 95.1% in 2023; 94.3% in 2024), indicating positive governance/compensation reception by investors.
Appendix – Director Compensation and Roles (Mr. Hill)
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee (member; Audit Committee Financial Expert); Sustainability Committee (member) |
| Independence | Independent under NYSE/SEC standards |
| 2024 attendance baseline | Board met 8 times; all then‑serving directors ≥75% attendance; all attended 2024 annual meeting |
| 2024 cash fees (partial year) | $29,892 |
| 2024 stock awards (grant-date fair value) | $97,102 |
| Appointment grant disclosure | Pro‑rated RSU grant upon appointment valued at $45,205 (program narrative) |
| Beneficial ownership | 3,305 shares; includes 2,754 RSUs vesting within 60 days and 551 vested DSUs counted for ownership; <1% |
| Ownership guideline status | Not yet at 5x retainer due to recent election; in progress per Company disclosure |
| Hedging/pledging | Prohibited for directors |
| Related-party transactions | None requiring disclosure since Dec 31, 2023 |