Sandra Dudley
Executive Vice President – Renewables and Chief Strategy Officer at DAR
Executive
About Sandra Dudley
Sandra Dudley is Executive Vice President – Renewables and Chief Strategy Officer at Darling Ingredients (DAR), promoted on February 26, 2025 after serving as EVP – Renewables and U.S. Specialty Operations since October 2021 and leading Renewables and Strategy since January 2020; she is 52 years old as of March 20, 2025 and began at Darling in 2015 after strategy and trading roles at ConAgra and Tenaska Marketing Ventures . She chairs and serves as President of Diamond Green Diesel (DGD), Darling’s 50/50 JV with Valero; in 2024 DGD sold a record 1.25B gallons of renewable diesel, distributed $359.6M in cash dividends ($179.8M Darling’s share), and completed a 235M gallon SAF unit; Darling reported 2024 net income of $278.9M and combined adjusted EBITDA of $1.0798B, while company TSR indexed to 2019 fell to 120 in 2024 from 178 in 2023 amid commodity cycle headwinds .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Darling Ingredients | EVP – Renewables & Chief Strategy Officer | Feb 2025–present | Oversees Renewables portfolio and enterprise strategy; chairs/presides over DGD . |
| Darling Ingredients | EVP – Renewables & U.S. Specialty Operations | Oct 2021–Feb 2025 | Led Renewables JV oversight and U.S. specialty businesses (wet pet food, fertilizer, bakery feeds, refining, restaurant services) . |
| Darling Ingredients | SVP – Renewables & Strategy | Jan 2020–Sep 2021 | Advanced renewables strategy and corporate planning . |
| Darling Ingredients | VP – Strategic Planning & Business Development | 2015–Jan 2020 | Built deal structures and long-term planning capabilities . |
| Tenaska Marketing Ventures | Trading/Structuring | 2004–2015 | Analyzed long-term deals, developed structures, traded natural gas (risk/market acumen) . |
| ConAgra Foods | Strategy & Finance | 1998–2004 | Corporate strategy and financial roles in consumer/ingredients businesses . |
| Professional Research Consultants | Analyst | 1995–1998 | Healthcare market trend analysis (quantitative background) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Diamond Green Diesel (DGD) JV | Chairman and President; Director | Ongoing (as of 2023–2025) | DGD capacity ~1.2B gallons renewable fuels; 235M gallons SAF; 2024 record sales and dividends . |
Fixed Compensation
Darling does not disclose Dudley’s specific base salary or bonus in the NEO tables; she was not a named executive officer for 2022–2024. Program features for senior executives (context for Dudley’s pay structure) are below.
- Base salary reviewed periodically by the Compensation Committee using market data; increases considered alongside variable pay mix .
- Annual incentive target: CEO 150% of salary; other NEOs 100% of salary; paid in cash .
- Ownership guideline: senior executive officers (including NEOs) must hold ≥2.5x base salary in DAR stock and retain ≥75% of after-tax shares from awards until compliant; hedging/pledging prohibited .
Performance Compensation
Program design and 2024 outcomes (company-level; Dudley-specific payouts not disclosed).
| Component | Metric | Weight | Target framework | 2024 Actual | Payout mechanics |
|---|---|---|---|---|---|
| Annual incentive | Adjusted EBITDA (global; mix of corporate/business unit) | 65% | Pre-set adjusted EBITDA threshold to max; range 0–200% | Global adjusted EBITDA ~$1,079.8M, below threshold → 0% on this portion | 0–200% of target based on performance . |
| Annual incentive | Strategic/Operational/Personal (SOP) goals | 35% | Safety, debt reduction, growth execution, M&A integration | SOP achievement 92–100% across NEOs; safety LTIR improved 45%; debt reduced $353.4M; SAF unit startup; acquisition of Miropasz; Nextida launch | SOP portion pays per goal attainment . |
| Long-term incentive | PSUs – Return on Gross Investment (ROGI) vs peer with TSR modifier | 60% of LTI | 3-year forward-looking average ROGI relative to peer group; TSR +/- up to 30%; PSU payout 0–225% of target | Ongoing cycles (e.g., 2024–2026, 2023–2026 in NEO disclosures) | PSUs earned based on ROGI with TSR modifier; settlement in stock . |
| Long-term incentive | RSUs – time-based | 40% of LTI | Vests 33-1/3% on each of 1st, 2nd, 3rd anniversaries of grant | Standard schedule; dividend equivalents accrue and pay on vest | Time-based retention equity . |
Notes:
- 2024 NEO award payouts ranged from 32%–65% of target based on SOPs, but Dudley’s individual bonus is not disclosed .
- LTI grant value targets: CEO ~471.2% of base; other NEOs 150%; senior executives not explicitly stated, but the RSU/PSU mix and policies apply broadly; Dudley-specific grant values not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock Ownership Guidelines | CEO 5x salary; senior executive officers/NEOs 2.5x salary; directors 5x retainer; must retain ≥75% of after-tax shares from awards until compliant; valuation uses 90-day average closing price . |
| Hedging/Pledging | Prohibited: short sales, hedging (derivatives like options/swaps/collars/exchange funds), margin accounts or pledging company securities; policy filed as Exhibit 19.1 to 2024 Form 10-K . |
| Beneficial Ownership | Proxy tables report directors and NEOs individually; Dudley’s individual share count is not disclosed as she was not an NEO or director in 2024–2025 proxy tables . |
Insider selling pressure: Company-level Form 4 data for Dudley was not retrieved in this analysis; we searched proxies and 8-Ks and did not find Form 4 transactions specific to Dudley. To assess near-term selling pressure, review current Form 4s; RSU schedules typically drive tax-related sell-to-cover on vest dates for executives, but Dudley’s individual award calendar is not disclosed .
Employment Terms
| Topic | Company policy / disclosure |
|---|---|
| Employment/severance agreements | Named agreements disclosed for certain executives (e.g., Stuewe employment agreement; Senior Executive Termination Benefits Agreements for Phillips, Jansen, Sterling; van der Velden has a separate employment agreement). Dudley is not named in these agreement disclosures . |
| Change-of-control vesting | Equity awards have double-trigger vesting: vest only upon change of control plus involuntary termination without cause or resignation for good reason within a specified period; no automatic single-trigger vesting . |
| Excise tax gross-ups | No excise tax gross-ups in disclosed agreements; Stuewe amended employment agreement in 2015 to eliminate gross-up and modified single-trigger provisions . |
| Perquisites | Minimal perquisites (auto allowance/club dues) generally for NEOs; Dudley-specific perquisites not disclosed . |
| Non-compete/Non-solicit | Agreement covenants noted for certain executives; Dudley-specific covenant terms not disclosed . |
Performance & Track Record
- Role scope expanded to EVP Renewables & CSO in Dec 2024 announcement and effective Feb 26, 2025, signaling board confidence in Dudley’s strategic leadership across renewables and portfolio strategy .
- 2024 operating highlights during Dudley’s tenure included DGD record volumes/dividends, SAF unit completion, debt reduction ($353.4M), Miropasz acquisition, and Nextida™ collagen peptide platform launch; these achievements supported SOP payouts for NEOs despite EBITDA shortfall .
- Company pay-for-performance framework ties LTI to ROGI vs peers and a TSR modifier and annual bonuses to adjusted EBITDA and SOP goals—mechanisms that align incentives with capital deployment and earnings quality .
Board Governance
Dudley is an executive officer, not a director; governance items below reflect company-level practices:
- Compensation Committee independence and best-practice features (targeting 50th percentile peers, caps, double-trigger, ownership/retention) .
- Sustainability committee oversight and independent director sessions; all non-employee directors meet independence requirements .
Investment Implications
- Alignment: Dudley’s compensation likely follows the company’s performance-heavy mix (EBITDA-driven annual bonus; ROGI/TSR PSUs; time-based RSUs) with strict ownership/retention and anti-hedging/pledging policies—positive for shareholder alignment and reduces misaligned risk-taking .
- Retention risk: Her promotion to EVP Renewables & CSO increases scope/importance; absence of a publicly disclosed severance agreement may reduce guaranteed safety nets but standard equity awards with double-trigger vesting provide protection in change-of-control scenarios—neutral to modest retention risk .
- Trading signals: Without Form 4 visibility, near-term insider selling risk is unclear; typical RSU vest dates could trigger sell-to-cover activity, but Dudley’s individual calendar isn’t disclosed. Monitoring Form 4s is recommended.
- Execution risk: 2024 EBITDA shortfall zeroed out the EBITDA portion of bonuses, signaling disciplined pay-for-performance amid cycle pressure; Dudley’s remit spans renewables and strategy, where delivery against ROGI/TSR PSU cycles and SAF ramp at DGD will be key levers for value creation .
Quotes and data sources:
- Biography/roles and age .
- 2024 performance metrics (net income, combined adjusted EBITDA, DGD highlights) .
- TSR pay-vs-performance table data .
- Annual bonus mechanics and 2024 outcomes .
- LTI design, PSU/RSU mechanics .
- Ownership guidelines and anti-hedging/pledging policy .
- Change-of-control (double-trigger), severance agreements, and gross-up policy .
- Leadership change press release (Dudley promotion) .