Soren Schroder
Director at DAR
Board
About Soren Schroder
Independent director at Darling Ingredients Inc. since February 20, 2025; age 63. Former Chief Executive Officer of Bunge Global SA (2013–2019) with deep expertise in international operations, commodity markets, risk management, strategy, finance, M&A, and large‑company governance. Currently serves on Darling’s Audit Committee and Compensation Committee. The Board determined him independent under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bunge Global SA | Chief Executive Officer and board member | 2013–2019 | Led global agribusiness and food company operations and governance. |
| Bunge North America | Chief Executive Officer | 2010–2013 | Led U.S., Canada, and Mexico business operations. |
| Continental Grain Company | Management roles | Part of 15‑year period pre‑2000 | Senior agribusiness roles (specific dates not disclosed). |
| Cargill, Incorporated | Management roles | Part of 15‑year period pre‑2000 | Senior agribusiness roles (specific dates not disclosed). |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tilray, Inc. | Director | During past five years (exact dates not disclosed) | Board service; committee roles not disclosed. |
Board Governance
- Committee assignments: Audit Committee; Compensation Committee (not a chair).
- Independence: Board determined Schroder and all non‑employee directors (including those appointed in 2025) meet NYSE/SEC independence.
- Board meetings and attendance: Board held 8 meetings in FY2024; then‑serving directors attended at least 75%. Schroder joined in Feb‑2025; his FY2024 attendance does not apply.
- Lead Independent Director: Gary W. Mize, with robust duties (agenda approval, executive sessions, committee coordination, shareholder engagement).
- Governance and risk oversight: Audit Committee oversight includes related‑party transaction review; Board conducts annual self‑assessment; dedicated sustainability oversight via Sustainability Committee.
| Governance Item | Detail |
|---|---|
| Board service start date | February 20, 2025 |
| Committees | Audit; Compensation |
| Independence | Independent (NYSE/SEC) |
| FY2024 Board meetings | 8 (attendance ≥75% by then‑serving directors) |
| Lead Independent Director | Gary W. Mize—defined oversight duties |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Paid quarterly. |
| Lead Director additional retainer | $95,000 | Paid quarterly. |
| Audit Committee Chair retainer | $25,000 | Paid quarterly. |
| Compensation Committee Chair retainer | $25,000 | Paid quarterly. |
| Nominating & Corporate Governance Chair retainer | $15,000 | Paid quarterly. |
| Sustainability Committee Chair retainer | $20,000 | Paid quarterly. |
| Deferred Stock Units (DSUs) election | Up to 100% of cash retainer | Minimum deferral 3 years; paid in stock upon separation (prorated if before year‑end). |
Note: Schroder joined in 2025; 2024 director fee table does not include him. Future eligibility follows the structure above.
Performance Compensation
| Component | Amount/Units | Vesting/Terms |
|---|---|---|
| Annual RSU grant (non‑employee directors) | $150,000 (value) | Granted immediately after annual meeting; number of RSUs based on same‑day closing price. |
| Initial RSUs awarded to Schroder | 789 RSUs | RSUs that vest within 60 days of March 11, 2025. |
| DSU program on cash retainer | Up to 100% deferrable into DSUs | Minimum deferral 3 years; paid in stock after service end. |
Performance metrics: Director equity awards are disclosed as RSUs/DSUs; no performance metrics are specified for director compensation (RSU vesting for Schroder is time‑based within 60 days).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current/Recent public company boards | Tilray, Inc. (during past five years; current status not specified). |
| Compensation committee interlocks | None in FY2024; Schroder joined the Compensation Committee in 2025. |
| Related‑party transactions (Company) | None identified since Dec 31, 2023 under the Related Person Transactions Policy. |
Expertise & Qualifications
- International operations leadership; commodity markets and risk management; strategy, finance, M&A; governance of a large, global listed company.
- DAR Board rationale for appointment emphasizes global agribusiness experience and risk management expertise.
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned | 902 shares (includes RSUs/DSUs as defined below); less than 1% of class. |
| RSUs included in beneficial ownership | 789 RSUs scheduled to vest within 60 days of March 11, 2025. |
| Vested DSUs included in beneficial ownership | 113 DSUs vested for beneficial ownership purposes. |
| Shares outstanding (record date) | 158,146,070 (for voting at the 2025 Annual Meeting). |
| Pledging/Hedging policy | Prohibits short sales, hedging, derivatives, margin accounts, pledging by directors and officers. |
| Director stock ownership guideline | Minimum 5x annual cash retainer; retain at least 75% of after‑tax shares until in compliance. |
Governance Assessment
-
Strengths for investor confidence
- Independence and immediate placement on Audit and Compensation Committees enhance oversight of financial reporting and pay practices.
- Robust governance framework: lead independent director with formal duties, annual Board self‑evaluation, and strong risk oversight (including related‑party review through Audit Committee).
- No related‑party transactions identified; prohibition on hedging/pledging; director stock ownership guidelines align incentives.
- Shareholder engagement and Say‑on‑Pay support: 95.1% (2023) and 94.3% (2024) approval, suggesting alignment of compensation practices with investor expectations.
-
Watch items / potential risks
- Ownership alignment is initially modest (902 shares) given new appointment; guidelines require building to ≥5x cash retainer and retaining at least 75% of award shares until compliant. Monitor progress to guideline compliance.
- Compensation Committee membership adds responsibility for pay governance; FY2024 interlock review showed no issues, but continued monitoring for any future interlocks or consultant conflicts remains prudent.
- FY2024 attendance benchmarking is strong at the Board level; Schroder’s attendance track record will need observation post‑appointment.
-
Overall view
- Schroder’s agribusiness CEO background and risk management expertise are additive to DAR’s board effectiveness, particularly given DAR’s commodity‑linked businesses. Governance structures and policies mitigate common red flags (related‑party transactions, hedging/pledging). Early‑tenure ownership levels should trend toward guideline compliance, which will further strengthen alignment.
RED FLAGS currently observed: None disclosed (no related‑party transactions; no hedging/pledging; no FY2024 compensation interlocks). Continue to monitor ownership guideline progress and committee activities for conflicts.