Robert Day

About Robert Day

Robert Day, age 55, is Executive Vice President and Chief Financial Officer of Darling Ingredients, appointed February 26, 2025. He joined Darling in August 2023 as EVP–Chief Strategy Officer; previously he served as CEO and board member of Ceres Global Ag Corp (2016–2022), Managing Director Asia at ED&F Man, and held senior roles across Asia, Latin America, and the U.S. over 19 years at Cargill; he holds an MBA from St. Thomas University and a bachelor’s from the University of Minnesota . Company performance around his transition: FY2024 net income was $278.9M and combined adjusted EBITDA was $1.0798B, with $353.4M of debt reduction and $179.8M in dividends from Diamond Green Diesel (DGD) . In Q3 2025, net income was $19.4M and combined adjusted EBITDA $244.9M; management also outlined policy-dependent fuel margins and a plan to provide guidance primarily on core ingredients going forward . Day has publicly discussed tax rate (circa 15% FY2025) and SAF margin mechanics relative to RD under evolving 45Z/PTC dynamics .

Past Roles

External Roles

Fixed Compensation

Day’s FY2025 compensation was not disclosed in the 2025 proxy (he was appointed CFO in 2025). As a benchmark, the prior CFO’s FY2024 package shows the role-level design and magnitudes:

Performance Compensation

Annual and long-term incentives emphasize pay-for-performance using absolute and relative metrics tied to capital deployment and returns.

• Annual incentive design (FY2024):
  • Weighting: 65% adjusted EBITDA; 35% Strategic/Operational/Personal (SOP) goals .
  • FY2024 actuals: Global adjusted EBITDA of ~$1,079.8M—below threshold; SOP goals paid (CFO predecessor earned 33%) .

• SOP themes (examples): Safety (45% LTIR improvement), debt reduction (leverage to 3.68x), DGD SAF start-up under budget, Miropasz acquisition integration, SG&A reductions .

• Long-term incentive design (PSUs and RSUs):

  • PSUs: Three-year average ROGI vs Performance Peer Group, with TSR modifier; payouts 0–225% .
  • TSR modifier: ±30% shares at ≤30th or >80th TSR percentile (cap still 225%) .
  • RSUs: Time-based vesting, 33-1/3% annually on each of the first three anniversaries of grant .

• Recent realized PSU outcome (prior cycle): 2022–2024 PSUs earned 157.5% of target (ROGI at ~86.3rd percentile; TSR <30th percentile applied −30% modifier) .

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 guideline met; compliance tested annually and pre-sale .
• Prohibitions: No hedging, short sales, derivatives; no margin accounts or pledging of Company securities .
• Clawbacks: Mandatory recovery of erroneously awarded incentive compensation upon restatements; supplemental misconduct-based recoupment; SOX CEO/CFO reimbursement for restatements due to misconduct .

Employment Terms

Day’s personal employment/severance terms were not disclosed in the 2025 proxy. Benchmarking to CFO predecessor and senior executives indicates:

• Senior Executive Termination Benefits Agreements (prior CFO and other NEOs):
  • Without cause (no CoC): 24 months’ salary paid over time; pro-rated current year bonus based on actuals; prior year unpaid bonus; COBRA reimbursements up to 18 months; outplacement up to $20K .
  • CoC double-trigger (within 24 months): Lump sum 2x (salary + target bonus); pro-rated greater of actual or target bonus; prior year unpaid bonus; COBRA reimbursements up to 18 months; outplacement up to $20K .
  • Restrictive covenants: Non-compete, non-solicit, non-interference during employment and for two years post-termination; confidentiality and property return obligations .
• Equity awards: No automatic single-trigger vesting upon change of control; awards vest only upon both CoC and qualifying termination (double-trigger) if awards are assumed/replaced .
• Excise tax cutback: Payments reduced (not below zero) to avoid 4999 excise tax if it results in higher after-tax value, rather than gross-ups (none) .

Performance & Track Record

Day’s finance leadership is evidenced by SOX 302/906 certifications on Q2 and Q3 2025 10-Q filings and public commentary on tax rates and SAF margin-setting mechanism under 45Z/PTC changes, balancing SAF vs RD flexibility and market-led pricing premia .

Compensation Committee Analysis, Peer Group, Say-on-Pay

• Pay-for-performance emphasis (EBITDA, ROGI, relative TSR) and high variable pay mix (e.g., CEO 86% variable; other NEOs ~71%) .
• Peer groups: Distinct Performance Peer Group (Feed/Food/Fuel peers, global) and Pay Levels Peer Group (U.S.-based, size-adjusted), with 12 overlapping companies; lists include ADM, Bunge, Neste, Ingredion, Corteva, Mosaic, etc. .
• Stockholder engagement: Reached out to holders representing ~55% of shares; spoke with ~17%; compensation committee chair led discussions .
• Say-on-pay support: ~95.1% (2023) and ~94.3% (2024) approval .

Investment Implications

• Alignment: Robust clawbacks, strict hedging/pledging prohibitions, high equity weighting, double-trigger vesting—all supportive of shareholder alignment and reduce hedging/pledging red flags .
• Performance levers: CFO’s stewardship is tied to EBITDA and ROGI targets versus peers (core ingredients guidance introduced), with SAF/RD margin optionality amid policy shifts; Day’s remarks suggest disciplined pursuit of fair value premia and tax rate management .
• Retention/pressure: RSU three-year ratable vesting and PSU three-year cycles create steady vesting cadence; absence of single-trigger CoC reduces opportunistic exits, though senior agreements provide competitive severance, including 2x salary+bonus under CoC double-trigger, supporting retention .
• Benchmarking note: Day’s detailed FY2025 compensation/ownership will likely appear in the 2026 proxy; prior CFO’s FY2024 package indicates role-level ranges and structures for calibrating expectations .