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| APPENDIX B |
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Amended and Restated Charter
Explanatory Note
The following Amended and Restated Certification of Incorporation of Darling Ingredients Inc. reflects the integration of all prior amendments to the Charter since the last restatement. The integration of prior amendments are not marked as changes in this Appendix B.
The marked changes below reflect the proposed amendments to include officer exculpation (Proposal 4a) and the amendments to clarify, streamline and modernize the Charter (Proposal 4b).
If our stockholders do not approve one or both of Proposal 4a or Proposal 4b, the applicable amendments will not be made.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DARLING INTERNATIONALINGREDIENTS INC.
Darling InternationalIngredients Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
1. The name of the Corporation is Darling InternationalIngredients Inc. Darling InternationalIngredients Inc. was originally incorporated as Darling & Company of Delaware, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 13, 1962.
2. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, thisThis Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Certificate of Incorporation of this Corporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”).
3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows:
ARTICLE ONE
The name of the Corporation is Darling Ingredients Inc.
ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is CorporateCorporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.
ARTICLE THREE
The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
ARTICLE FOUR
The aggregate number of shares of stock that the Corporation shall have authority to issue is two hundred fifty-one million (251,000,000) shares, consisting of two hundred fifty million (250,000,000) shares of common stock, having a par value of $0.01 per share (the “Common Stock”), and one million (1,000,000) shares of preferred stock, having a par value of $0.01 per share (the “Preferred Stock”).
Each share of Common Stock shall be entitled to one vote upon all matters presented to stockholders and shall have identical rights and privileges in every other respect. Election of directors may occur by written consent of the stockholders without a meeting in accordance with the Corporation’s Bylaws.
Authority is hereby expressly granted to the Board of Directors of the Corporation from time to time to issue the preferred stock as preferred stock of any series and, in connection with the creation of each such series, to fix by resolution or resolutions providing for the issue of shares thereof, the number of shares of such series, and the designations, relative rights, preferences, and limitations of such series, to the full extent now or hereafter permitted by the laws of the stateState of Delaware.
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| 82 2024 Proxy Statement |
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APPENDIX B
Amended and Restated Charter
ARTICLE FIVE
The Corporation is to have perpetual existence.
ARTICLE SIX
The Board of Directors may exercise all such powers and do all such lawful acts and things on behalf of the Corporation as are not by statute, the Corporation’s Bylaws or this Amended and Restated Certificate of Incorporation directed or required to be exercised and done by the stockholders.
ARTICLE SEVEN
The business and affairs of the Corporation shall be managed by or be under the direction of the Board of Directors which shall consist of not less than five nor more than eleven directors, the exact number of which shall be determined in accordance with the Bylaws of the Corporation.
ARTICLE EIGHT
The power, to alter, amend or repeal the Corporation’s Bylaws, and to adopt new Bylaws, is hereby vested in (i) the Board of Directors; subject, however, to repeal or change by the stockholders and (ii) in addition to any other vote required by law, the affirmative vote of the holders of a majority of the shares of capital stock of the Corporation consistent with the provisions of this Restated Certificate of Incorporation, as may be amended from time to timeentitled to vote thereon.
ARTICLE NINE
Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the chairman of the Board of Directors, the chief executive officer, the president, or the holders ofa majority of the board of directors, and shall be called by the secretary following his or her receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who hold, in the aggregate, at least ten percent (10%) of the Corporation’svoting power of the outstanding shares of capital stock of the Corporation, in accordance with and subject to the Bylaws of the Corporation.
ARTICLE TEN
No director (including any advisory director) or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for directors, under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director or officer derived an improper personal benefit. , or (v) for officers, in any action by or right of the corporation. For purposes of this Article Ten, “officer” shall have the meaning provided in Section 102(b)(7) of the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.
ARTICLE ELEVEN
1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceedingsproceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, awards and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the fullest extent permitted by the Delaware General Corporation Law as amended from time to time.
2. Expenses (including attorneys’ fees) incurred by an officer or director in defending or settling anyin preparing for a civil, criminal, administrative or investigative action, suit or, proceeding, arbitration, mediation or claim in respect thereof (collectively, “Actions”) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceedingAction upon receipt of an undertaking by or on behalf of suchthe director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article Eleven. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. As used in this Article Eleven, “expenses” shall mean any direct out-of-pocket costs reasonably related to such Action, including, without limitation, attorneys’ fees, fees of consultants, advisors and expert witnesses, and related charges.
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2024 Proxy Statement 83 |
APPENDIX B
Amended and Restated Charter
3. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article Eleven shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.
4. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article Eleven.
5. For purposes of this Article Eleven, references to “the Corporation” shall include, in addition to the Corporation or any resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Eleven with respect to the Corporation or surviving or resulting corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.
6. For purposes of this Article Eleven, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article Eleven.
7. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article Eleven shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
8. If this Article Eleven or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee or agent of the Corporation as to any expenses, judgments, fines, awards and amounts paid in settlement with respect to any Action, including an Action by or in the right of the Corporation, to the full extent permitted by an applicable portion of this Article Eleven that shall not have been invalidated and to the full extent permitted by applicable law.
9. No amendment, termination or repeal of this Article Eleven or of relevant provisions of the Delaware General Corporation Law or any other applicable law shall affect or diminish in any way the rights of any director, officer, employee or agent of the Corporation to indemnification under the provisions hereof with respect to any Actions arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.
ARTICLE TWELVE
1. If and whenever the Corporation issues any additional shares of Common Stock (“Additional Common Shares”), except as provided in Section 4 or Section 5 of this Article Twelve, each Bank (as defined below) will have the right, but not the obligation, to purchase such Additional Common Shares up to an amount sufficient to permit such Bank to maintain its percentage equity interest in the Corporation (based on the Common Share Ratio (as defined below) of such Bank) at the level existing immediately prior to the issuance of the Additional Common Shares. If the Corporation desires to issue Additional Common Shares, it will first give notice thereof to each Bank stating the number of Additional Common Shares proposed to be issued and the total consideration to be received by the Corporation upon issuance of the Additional Common Shares. Within 30 days after the receipt of such notice, each Bank may elect to exercise the rights under this Article Twelve by giving written notice to that effect to the Corporation. Failure to give such notice within that 30-day period or failure to pay at the required time the purchase price for any Additional Common Shares as to which a right to purchase shall have been exercised will constitute a waiver of the rights granted by this Article Twelve as to the particular issuance of Additional Common Shares specified in the Corporation’s notice.
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| 84 2024 Proxy Statement |
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APPENDIX B
Amended and Restated Charter
As used in this Article Twelve, “Bank” means any bank or other lending institution that is an initial signatory to the Recapitalization Agreement, dated as of March 15, 2002, by and among the Corporation, the Banks and the agent for the Banks (as amended, supplemented or otherwise modified from time to time, the “Recapitalization Agreement”) or any successor or assignee thereof as of the Consummation Date (as defined in the Recapitalization Agreement).
As used in this Article Twelve, “Common Share Ratio” means, at any time of determination with respect to each Bank whose percentage or ratio is to be calculated, a ratio or percentage consisting of a numerator equal to all shares of Common Stock held by such Bank and a denominator equal to all issued and outstanding shares of Common Stock of the Corporation.
2. The per share purchase price to be paid by each Bank upon exercise of the rights granted under this Article Twelve will be equal to the per share consideration (net of underwriting discounts or commissions if such Bank is not a participant in the offering) at which the Additional Common Shares are offered or proposed to be offered by the Corporation to another party. The total consideration for which Additional Common Shares are offered or proposed to be offered will be determined as follows: (i) in case of the proposed issuance of Additional Common Shares for cash, the consideration to be received by the Corporation will be the amount of cash (net of underwriting discounts or commissions if such Bank is not a participant in the offering) for which the Additional Common Shares are proposed to be issued and (ii) in case of the proposed issuance of Additional Common Shares in whole or in part for consideration other than cash, the value of the consideration to be received by the Corporation other than cash (net of underwriting discounts or commissions if such Bank is not a participant in the offering) will be the Fair Market Value of that consideration as determined by the Board of Directors of the Corporation. As used herein, “Fair Market Value” means, as to any securities or property, the price at which a willing seller would sell and a willing buyer would buy such property having full knowledge of the facts, in an arm’s-length transaction without time constraints, and without being under any compulsion to buy or sell.
3. If and whenever the Corporation issues any securities convertible into or exchangeable or exercisable for Additional Common Shares or rights or options to subscribe for or to purchase Additional Common Shares, except as provided in Section 5, each Bank will have the right, but not the obligation, to purchase convertible securities, rights or options of like kind up to an amount which when converted, exchanged or exercised would be sufficient to permit such Bank to maintain its percentage equity interest in the Corporation (based on the Common Share Ratio of such Bank) at the level existing immediately prior to the issuance of the convertible securities, rights or options. If the Corporation desires to issue convertible securities, rights or options, it will first give notice thereof to each Bank describing the convertible securities, rights or options proposed to be issued (including the number of Additional Common Shares issuable upon conversion, exchange or exercise of such convertible securities, rights or options) and stating the total consideration to be received by the Corporation upon such issuance and upon conversion, exchange or exercise. Within 30 days after the receipt of such notice, each Bank may elect to exercise the rights under this Section 3 by giving written notice to that effect to the Corporation. Failure to give such notice within that 30-day period or failure to pay at the required time the purchase price for any convertible securities, rights or options as to which a right to purchase shall have been exercised will constitute a waiver of the rights granted by this Section 3 as to the particular issuance of convertible securities, rights or options specified in the Corporation’s notice to such Bank.
4. The purchase price to be paid by each Bank upon exercise of its rights under Section 3 of this Article Twelve will be in proportion to the consideration proposed to be received by the Corporation (net of underwriting discounts or commissions if such Bank is not a participant in the offering) upon the original issuance to another party of convertible securities, rights or options. The amount of consideration to be received by the Corporation upon the original issuance of such convertible securities, rights or options will be determined in the manner provided in Section 2 of this Article Twelve. With respect to securities convertible into or exchangeable or exercisable for Additional Common Shares or rights or options to subscribe for or purchase Additional Common Shares, the rights of each Bank (to the extent exercised) will apply only to the issuance of such convertible securities, rights, or options, and Banks will have no rights under this Article Twelve with respect to the Corporation’s issuance of Additional Common Shares upon conversion, exchange or exercise of such convertible securities, rights or options. If a Bank does not exercise its right to acquire such convertible securities, rights or options hereunder, it shall have the rights set forth in Section 1 of this Article Twelve upon conversion, exchange or exercise of such convertible securities, rights or options.
5. The provisions of this Article Twelve will not apply to (i) shares of Common Stock issued as a stock dividend to holders of Common Stock or upon any subdivision or combination of shares of Common Stock, (ii) options outstanding under the Option Plans (as defined in the Recapitalization Agreement) to purchase an aggregate of 2,155,065 shares of Common Stock, (iii) the options to purchase an aggregate of 540,000 shares of Common Stock granted under the Taura Non-Plan Option Agreement (as defined in the Recapitalization Agreement), (iv) the options to purchase 333,000 shares of Common Stock relating to options from the 1993 restructuring which were originally referred to as Class A options and were later converted to Common Stock options, (v) options, awards, grants and other stock rights hereafter granted to employees, officers, or directors or consultants of the Corporation or any of its
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2024 Proxy Statement 85 |
Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 30, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Jan. 01, 2022
USD ($)
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Jan. 02, 2021
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay vs. Performance Disclosure
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SUMMARY
COMPENSATION
TABLE TOTAL
FOR CEO
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COMPENSATION
ACTUALLY PAID
TO CEO
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SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NAMED EXECUTIVE OFFICERS |
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AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NAMED EXECUTIVE OFFICERS |
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VALUE OF INITIAL FIXED
$100 INVESTMENT |
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PEER GROUP
TOTAL
SHAREHOLDER
RETURN |
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2023 |
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9,332,669 |
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5,776,271 |
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3,018,164 |
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2,196,532 |
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178 |
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166 |
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647,726 |
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16.36 |
% |
2022 |
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8,659,017 |
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7,228,147 |
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2,268,531 |
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2,110,204 |
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224 |
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141 |
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737,690 |
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21.33 |
% |
2021 |
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7,956,652 |
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20,234,722 |
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2,030,396 |
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3,925,738 |
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247 |
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149 |
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650,914 |
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18.65 |
% |
2020 |
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7,971,232 |
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40,274,897 |
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2,035,239 |
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6,957,918 |
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206 |
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106 |
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296,819 |
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14.26 |
% |
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(1) |
Mr. Stuewe served as our company’s principal executive officer for the entirety of 2020, 2021, 2022 and 2023 and our company’s other named executive officers for the applicable years were as follows: |
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2023: Messrs. Phillips, Bullock, Jansen and van der Velden. |
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- |
2022: Messrs. Phillips, Bullock, Sterling and Elrod. |
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- |
2021: Messrs. Phillips, Bullock, van der Velden and Elrod. |
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2020: Messrs. Phillips, Bullock, van der Velden and Elrod. |
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(2) |
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Stuewe and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our company’s named executive officers for the applicable year other than Mr. Stuewe for such years. |
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(3) |
Amounts reported in this column represent the compensation actually paid to Mr. Stuewe as our company’s Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
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Summary Compensation Table; Total Compensation (a) |
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$ |
9,332,669 |
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$ |
8,659,017 |
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$ |
7,956,652 |
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$ |
7,971,232 |
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- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) |
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$ |
6,159,169 |
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$ |
4,500,000 |
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$ |
4,294,800 |
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$ |
4,100,000 |
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- Change in actuarial present value of defined benefit and actuarial pension plans in Fiscal Year (c) |
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$ |
23,414 |
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$ |
0 |
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$ |
0 |
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$ |
54,995 |
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+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (d) |
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$ |
6,026,187 |
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$ |
6,370,126 |
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$ |
8,352,736 |
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$ |
15,883,254 |
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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (e) |
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$ |
(2,601,376 |
) |
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$ |
(1,369,632 |
) |
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$ |
4,012,338 |
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$ |
13,260,263 |
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+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) |
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$ |
(798,626 |
) |
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$ |
(1,931,364 |
) |
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$ |
4,207,796 |
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$ |
7,315,144 |
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= Compensation Actually Paid |
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$ |
5,776,271 |
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$ |
7,228,147 |
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$ |
20,234,722 |
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$ |
40,274,897 |
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(a) |
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
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(b) |
Represents the aggregate grant date fair value of the option awards and stock awards granted to Mr. Stuewe during the indicated fiscal year , computed in accordance with FASB ASC 718. |
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(c) |
Represents the change in actuarial present value of defined benefit and actuarial pension plans of Mr. Stuewe for each fiscal year as presented in the Summary Compensation Table. |
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(d) |
Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Stuewe’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. The grant date fair values of the PSUs granted in fiscal years 2020, 2021, 2022 and 2023 were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based vesting conditions as of the grant date, whereas the fair values presented in the table were computed assuming a pay-out of 225% of target for the 2020, 2021 and 2022 PSUs and 157.50% of target for the 2023 PSUs, in each case based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
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(e) |
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by Mr. Stuewe as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
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(f) |
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Mr. Stuewe that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
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(4) |
Amounts reported in this column represent the compensation actually paid to our company’s named executive officers other than Mr. Stuewe in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
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OTHER NAMED EXECUTIVE OFFICERS AVERAGE (a) |
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Summary Compensation Table; Total Compensation (b) |
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$ |
3,018,164 |
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$ |
2,268,531 |
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$ |
2,030,396 |
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$ |
2,035,239 |
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- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (c) |
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$ |
1,688,185 |
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$ |
817,396 |
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$ |
674,638 |
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$ |
640,756 |
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- Change in actuarial present value of defined benefit and actuarial pension plans in Fiscal Year (d) |
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$ |
38,434 |
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$ |
0 |
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$ |
3,550 |
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$ |
41,450 |
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+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (e) |
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$ |
1,514,937 |
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$ |
1,157,096 |
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$ |
1,312,100 |
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|
$ |
2,482,211 |
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|
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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (f) |
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$ |
(481,627 |
) |
|
$ |
(206,662 |
) |
|
$ |
622,963 |
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$ |
2,007,434 |
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+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) |
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$ |
(128,323 |
) |
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$ |
(291,366 |
) |
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$ |
638,467 |
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$ |
1,115,240 |
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= Compensation Actually Paid |
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$ |
2,196,532 |
|
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$ |
2,110,204 |
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$ |
3,925,738 |
|
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$ |
6,957,918 |
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(a) |
Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. |
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(b) |
Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year. |
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(c) |
Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with FASB ASC 718. |
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(d) |
Represents the average aggregate change in actuarial present value of defined benefit and actuarial pension plans of the reported named executive officers for each indicated fiscal year as presented in the Summary Compensation Table. |
| |
(e) |
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. The grant date fair values of the PSUs granted in fiscal years 2020, 2021, 2022 and 2023 were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based vesting conditions as of the grant date, whereas the fair values presented in the table were computed assuming a pay-out of 225% of target for the 2020, 2021 and 2022 PSUs and 157.50% of target for the 2023 PSUs, in each case based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| |
(f) |
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| |
(g) |
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| |
(5) |
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 27, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
| |
(6) |
The TSR Peer Group consists of the Dow Jones US Waste & Disposal Services Total Return Index, an independently prepared index that includes companies in the US Waste & Disposal Services industry. |
| |
(7) |
As noted in the Compensation Discussion and Analysis, for 2023, the Compensation Committee determined that ROGI continues to be viewed as a core driver of our company’s performance and stockholder value creation. See page 44 of this Proxy Statement for a description of how we calculate ROGI. |
|
|
|
|
| Company Selected Measure Name |
ROGI
|
|
|
|
| Named Executive Officers, Footnote |
| |
(1) |
Mr. Stuewe served as our company’s principal executive officer for the entirety of 2020, 2021, 2022 and 2023 and our company’s other named executive officers for the applicable years were as follows: |
| |
- |
2023: Messrs. Phillips, Bullock, Jansen and van der Velden. |
| |
- |
2022: Messrs. Phillips, Bullock, Sterling and Elrod. |
| |
- |
2021: Messrs. Phillips, Bullock, van der Velden and Elrod. |
| |
- |
2020: Messrs. Phillips, Bullock, van der Velden and Elrod. |
|
|
|
|
| Peer Group Issuers, Footnote |
The TSR Peer Group consists of the Dow Jones US Waste & Disposal Services Total Return Index, an independently prepared index that includes companies in the US Waste & Disposal Services industry.
|
|
|
|
| PEO Total Compensation Amount |
$ 9,332,669
|
$ 8,659,017
|
$ 7,956,652
|
$ 7,971,232
|
| PEO Actually Paid Compensation Amount |
$ 5,776,271
|
7,228,147
|
20,234,722
|
40,274,897
|
| Adjustment To PEO Compensation, Footnote |
| |
(3) |
Amounts reported in this column represent the compensation actually paid to Mr. Stuewe as our company’s Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table; Total Compensation (a) |
|
$ |
9,332,669 |
|
|
$ |
8,659,017 |
|
|
$ |
7,956,652 |
|
|
$ |
7,971,232 |
|
|
|
|
|
|
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) |
|
$ |
6,159,169 |
|
|
$ |
4,500,000 |
|
|
$ |
4,294,800 |
|
|
$ |
4,100,000 |
|
|
|
|
|
|
- Change in actuarial present value of defined benefit and actuarial pension plans in Fiscal Year (c) |
|
$ |
23,414 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
54,995 |
|
|
|
|
|
|
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (d) |
|
$ |
6,026,187 |
|
|
$ |
6,370,126 |
|
|
$ |
8,352,736 |
|
|
$ |
15,883,254 |
|
|
|
|
|
|
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (e) |
|
$ |
(2,601,376 |
) |
|
$ |
(1,369,632 |
) |
|
$ |
4,012,338 |
|
|
$ |
13,260,263 |
|
|
|
|
|
|
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) |
|
$ |
(798,626 |
) |
|
$ |
(1,931,364 |
) |
|
$ |
4,207,796 |
|
|
$ |
7,315,144 |
|
|
|
|
|
|
= Compensation Actually Paid |
|
$ |
5,776,271 |
|
|
$ |
7,228,147 |
|
|
$ |
20,234,722 |
|
|
$ |
40,274,897 |
|
| |
(a) |
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. |
| |
(b) |
Represents the aggregate grant date fair value of the option awards and stock awards granted to Mr. Stuewe during the indicated fiscal year , computed in accordance with FASB ASC 718. |
| |
(c) |
Represents the change in actuarial present value of defined benefit and actuarial pension plans of Mr. Stuewe for each fiscal year as presented in the Summary Compensation Table. |
| |
(d) |
Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Stuewe’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. The grant date fair values of the PSUs granted in fiscal years 2020, 2021, 2022 and 2023 were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based vesting conditions as of the grant date, whereas the fair values presented in the table were computed assuming a pay-out of 225% of target for the 2020, 2021 and 2022 PSUs and 157.50% of target for the 2023 PSUs, in each case based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| |
(e) |
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by Mr. Stuewe as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| |
(f) |
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Mr. Stuewe that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 3,018,164
|
2,268,531
|
2,030,396
|
2,035,239
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,196,532
|
2,110,204
|
3,925,738
|
6,957,918
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| |
(4) |
Amounts reported in this column represent the compensation actually paid to our company’s named executive officers other than Mr. Stuewe in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
OTHER NAMED EXECUTIVE OFFICERS AVERAGE (a) |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table; Total Compensation (b) |
|
$ |
3,018,164 |
|
|
$ |
2,268,531 |
|
|
$ |
2,030,396 |
|
|
$ |
2,035,239 |
|
|
|
|
|
|
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (c) |
|
$ |
1,688,185 |
|
|
$ |
817,396 |
|
|
$ |
674,638 |
|
|
$ |
640,756 |
|
|
|
|
|
|
- Change in actuarial present value of defined benefit and actuarial pension plans in Fiscal Year (d) |
|
$ |
38,434 |
|
|
$ |
0 |
|
|
$ |
3,550 |
|
|
$ |
41,450 |
|
|
|
|
|
|
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (e) |
|
$ |
1,514,937 |
|
|
$ |
1,157,096 |
|
|
$ |
1,312,100 |
|
|
$ |
2,482,211 |
|
|
|
|
|
|
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (f) |
|
$ |
(481,627 |
) |
|
$ |
(206,662 |
) |
|
$ |
622,963 |
|
|
$ |
2,007,434 |
|
|
|
|
|
|
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (g) |
|
$ |
(128,323 |
) |
|
$ |
(291,366 |
) |
|
$ |
638,467 |
|
|
$ |
1,115,240 |
|
|
|
|
|
|
= Compensation Actually Paid |
|
$ |
2,196,532 |
|
|
$ |
2,110,204 |
|
|
$ |
3,925,738 |
|
|
$ |
6,957,918 |
|
| |
(a) |
Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. |
| |
(b) |
Represents the average Total Compensation as reported in the Summary Compensation Table for the reported named executive officers in the indicated fiscal year. |
| |
(c) |
Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with FASB ASC 718. |
| |
(d) |
Represents the average aggregate change in actuarial present value of defined benefit and actuarial pension plans of the reported named executive officers for each indicated fiscal year as presented in the Summary Compensation Table. |
| |
(e) |
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported named executive officers’ outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. The grant date fair values of the PSUs granted in fiscal years 2020, 2021, 2022 and 2023 were computed using 100% of the target number of PSUs based on the probable outcome of such performance-based vesting conditions as of the grant date, whereas the fair values presented in the table were computed assuming a pay-out of 225% of target for the 2020, 2021 and 2022 PSUs and 157.50% of target for the 2023 PSUs, in each case based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| |
(f) |
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
| |
(g) |
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
The following chart sets forth the relationship between Compensation Actually Paid to our Chief Executive Officer and the average of Compensation Actually Paid to our other Named Executive Officers, and our company’s cumulative TSR and ROGI performance over the four most recently completed fiscal years, as well as the relationship between our company’s cumulative TSR and the Peer Group’s TSR over such period. |
|
|
|
| Compensation Actually Paid vs. Net Income |
The following chart sets forth the relationship between the Compensation Actually Paid to our Chief Executive Officer and the average Compensation Actually Paid to our other Named Executive Officers, and our company’s Net Income over the four most recently completed fiscal years. |
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
The following chart sets forth the relationship between Compensation Actually Paid to our Chief Executive Officer and the average of Compensation Actually Paid to our other Named Executive Officers, and our company’s cumulative TSR and ROGI performance over the four most recently completed fiscal years, as well as the relationship between our company’s cumulative TSR and the Peer Group’s TSR over such period. |
|
|
|
| Total Shareholder Return Vs Peer Group |
The following chart sets forth the relationship between Compensation Actually Paid to our Chief Executive Officer and the average of Compensation Actually Paid to our other Named Executive Officers, and our company’s cumulative TSR and ROGI performance over the four most recently completed fiscal years, as well as the relationship between our company’s cumulative TSR and the Peer Group’s TSR over such period. |
|
|
|
| Tabular List, Table |
The following is a list of financial performance measures, which in our company’s assessment represent the most important (financial) performance measures used by our company to link compensation actually paid to the Named Executive Officers for 2023. In addition to these metrics, our company’s annual incentive plan for 2023 includes performance goals relating to safety and other sustainability-related goals in order to emphasize those initiatives as priorities throughout the organization . The measures in this table are not ranked:
|
|
Total Shareholder Return (TSR) |
|
|
|
|
| Total Shareholder Return Amount |
$ 178
|
224
|
247
|
206
|
| Peer Group Total Shareholder Return Amount |
166
|
141
|
149
|
106
|
| Net Income (Loss) |
$ 647,726,000
|
$ 737,690,000
|
$ 650,914,000
|
$ 296,819,000
|
| Company Selected Measure Amount |
0.1636
|
0.2133
|
0.1865
|
0.1426
|
| PEO Name |
Mr. Stuewe
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
ROGI
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBITDA
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Total Shareholder Return (TSR)
|
|
|
|
| PEO |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Fair Values of the PSUs Granted Target |
100.00%
|
100.00%
|
100.00%
|
100.00%
|
| Payout Target |
225.00%
|
225.00%
|
225.00%
|
225.00%
|
| PEO | Grant Date Fair Value of Option Awards and Stock Awards Granted [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (6,159,169)
|
$ (4,500,000)
|
$ (4,294,800)
|
$ (4,100,000)
|
| PEO | Change In Actuarial Present Value Of Defined Benefit And Actuarial Pension Plans [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(23,414)
|
0
|
0
|
(54,995)
|
| PEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
6,026,187
|
6,370,126
|
8,352,736
|
15,883,254
|
| PEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(2,601,376)
|
(1,369,632)
|
4,012,338
|
13,260,263
|
| PEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (798,626)
|
$ (1,931,364)
|
$ 4,207,796
|
$ 7,315,144
|
| Non-PEO NEO |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Fair Values of the PSUs Granted Target |
100.00%
|
100.00%
|
100.00%
|
100.00%
|
| Payout Target |
225.00%
|
225.00%
|
225.00%
|
225.00%
|
| Non-PEO NEO | Grant Date Fair Value of Option Awards and Stock Awards Granted [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (1,688,185)
|
$ (817,396)
|
$ (674,638)
|
$ (640,756)
|
| Non-PEO NEO | Change In Actuarial Present Value Of Defined Benefit And Actuarial Pension Plans [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(38,434)
|
0
|
(3,550)
|
(41,450)
|
| Non-PEO NEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,514,937
|
1,157,096
|
1,312,100
|
2,482,211
|
| Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(481,627)
|
(206,662)
|
622,963
|
2,007,434
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (128,323)
|
$ (291,366)
|
$ 638,467
|
$ 1,115,240
|