2024 ANNUAL MEETING

OF STOCKHOLDERS

AND PROXY STATEMENT

March 21, 2024

Dear Fellow Stockholders:

We invite you to attend the 2024 Darling Ingredients virtual annual stockholder meeting at 10 a.m., Central Time, on Tuesday, May 7, 2024. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business being conducted.

Darling Ingredients had another fantastic year with its sixth record year of volumes and combined adjusted EBITDA. The vertically integrated platform that we have built demonstrated its ability to perform solidly despite volatility in our global ingredient markets.

We finished fiscal year 2023 with net income of $647.7 million, or $3.99 per GAAP diluted share and a combined adjusted EBITDA of $1.61 billion. Our Feed Ingredients segment contributed $775.6 million in EBITDA, our Food Ingredients segment set a new record by contributing $321.2 million of EBITDA, and our Fuel segment contributed $595.3 million of EBITDA, with $502.0 million of EBITDA attributed to Diamond Green Diesel (DGD), our 50/50 joint venture with Valero Energy Corporation.*

Strengthening Our Position in the Global Ingredients Market

Throughout the year, Darling Ingredients achieved significant milestones and has remained committed to its strategic objectives to continue to deliver value to our stockholders. Key highlights include:

  • Acquired Gelnex, a leading global producer of collagen products, with 4 plants in Brazil, 1 in Paraguay and 1 in the United States;
  • Continued to successfully integrate our prior year large-scale rendering acquisitions;
  • Conducted successful scientific trials for the next phase of collagen peptides to be launched in 2024;
  • Produced more than 1.2 billion gallons of renewable diesel; and
  • Began construction of a sustainable aviation fuel unit at DGD 3 in Port Arthur, Texas, capable of producing approximately 250 million gallons of sustainable aviation fuel when completed.

Sustainability: Exceeding Commitments and Accelerating Progress

In 2023, Darling Ingredients made strong progress on its sustainability initiatives. Our global water intensity saw a remarkable reduction of 20 percent, surpassing our 2025 target three years ahead of schedule. Addition- ally, we achieved an 8 percent decrease in emissions intensity per unit of raw material processed, demonstrating strong progress alongside significant business growth.

We took a significant step forward in 2023 by disclosing our full Scope 3 inventory, marking the initial phase of our efforts to set science based climate targets, aligned with a 1.5-degree Celsius pathway. By the end of 2024, we plan to submit our emissions reduction targets to the Science Based Targets initiative. Our plan is to aim for significant Scope 1 and Scope 2 reductions in the mid-term, ultimately aiming for carbon neutrality by 2050.

Thank you for your confidence and investment in Darling Ingredients. As a pioneer in circularity, we play a crucial role in making the world a better place for future generations . By repurposing millions of tons of material from the animal agriculture and food industries, we breathe new life into these resources, helping to feed people and pets, provide health and wellness solutions and fuel the world with renewable energy. On behalf of the entire Board of Directors, thank you for your continued support of Darling Ingredients.

Randall C. Stuewe

Gary W. Mize

Chairman and CEO

Lead Director

  • Adjusted EBITDA is a non-GAAP financial measure. Please see Appendix A for a reconciliation of Adjusted EBITDA to our most closely comparable measure for GAAP purposes.

5601 N. MacArthur Blvd.

Irving, Texas 75038

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 7, 2024

To the Stockholders of Darling Ingredients Inc.:

An Annual Meeting of Stockholders of Darling Ingredients Inc. (the "Company") will be held via live webcast on Tuesday, May 7, 2024, at 10:00 a.m., Central Time, in a virtual meeting format at www.virtualshareholdermeeting.com/ DAR2024, for the following purposes (which are more fully described in the accompanying Proxy Statement):

  1. To elect as directors of the Company the ten nominees named in the accompanying proxy statement to serve until the next annual meeting of stockholders (Proposal 1);
  2. To ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company's independent registered public accountant for the fiscal year ending December 28, 2024 (Proposal 2);
  3. To vote to approve, on an advisory basis, executive compensation (Proposal 3);

4A. To vote to approve amendments to the Company's Restated Certificate of Incorporation (the "Charter") to include officer exculpation (Proposal 4a);

4B. To vote to approve amendments to the Company's Charter to clarify, streamline and modernize the Charter (Proposal 4b); and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof in accordance with the provisions of the Company's bylaws.

The Board of Directors recommends that you vote to approve Proposals 1, 2, 3, 4a and 4b.

The Board has fixed the close of business on March 12, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

This year we will again seek to conserve natural resources and reduce annual meeting costs by electronically disseminating annual meeting materials as permitted under rules of the Securities and Exchange Commission. Many stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access annual meeting materials via the Internet. Stockholders can also request mailed paper copies if preferred.

Your vote is important. You are cordially invited to attend the Annual Meeting online. However, whether or not you expect to attend the Annual Meeting, please vote your proxy promptly so your shares are repre- sented. Prior to the Annual Meeting, you can vote by Internet, by telephone or by signing, dating and mailing the enclosed proxy.

A copy of our Annual Report for the year ended December 30, 2023, is enclosed or otherwise made available for your convenience.

By Order of the Board,

John F. Sterling

Secretary

Irving, Texas

March 21, 2024

TABLE OF CONTENTS

PROXY SUMMARY

2

PROXY STATEMENT

9

CORPORATE GOVERNANCE

10

Independent Directors

10

Meetings of the Board

10

Communications with the Board

10

Board Evaluation Process

10

Board Leadership Structure

10

The Board's Role in Oversight of Strategy and Risk

11

Human Capital Management and Succession Planning

13

Corporate Responsibility and Sustainability

13

Committees of the Board

15

Code of Conduct

17

Stock Ownership Guidelines; Prohibition on Short-Term and Speculative Trading and Pledging

17

Governance Documents

17

Compensation Committee Interlocks and Insider Participation

17

PROPOSAL 1 - ELECTION OF DIRECTORS

18

Introduction

18

Diverse Skills, Experiences and Qualifications

18

Director Attributes and Experiences

19

Director Nominees

20

Director Nomination Process

25

Required Vote

25

Recommendation of the Board

25

OUR MANAGEMENT

26

Executive Officers and Directors

26

EXECUTIVE COMPENSATION

28

Compensation Discussion and Analysis

28

Compensation Committee Report

48

2023 Summary Compensation Table

49

2023 Grants of Plan-Based Awards

50

Employment Agreements

51

2023 Outstanding Equity Awards at Fiscal Year-End

52

2023 Option Exercises and Stock Vested

53

Pension Benefits

54

Potential Payments upon Termination or Change of Control

55

Pay Ratio Disclosure

61

Pay vs. Performance Disclosure

62

Compensation of Directors

65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

67

Security Ownership of Certain Beneficial Owners

67

Security Ownership of Management

68

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

69

DELINQUENT SECTION 16(A) REPORTS

69

REPORT OF THE AUDIT COMMITTEE

70

PROPOSAL 2 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

71

Pre-approval Policy

71

Required Vote

71

Recommendation of the Board and the Audit Committee

71

PROPOSAL 3 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

72

Required Vote

72

Recommendation of the Board

72

PROPOSAL 4A - VOTE TO APPROVE AMENDMENTS TO THE COMPANY'S CHARTER TO INCLUDE OFFICER EXCULPATION

73

Background

73

Conditions and Limitations to Exculpation Under DGCL Section 102(b)(7)

73

Reasons for the Exculpation Amendment

73

Required Vote and Effect of the Exculpation Amendment if Approved

73

Recommendation of the Board

73

PROPOSAL 4B - VOTE TO APPROVE AMENDMENTS TO THE COMPANY'S CHARTER TO CLARIFY, STREAMLINE AND

MODERNIZE THE CHARTER

74

The Proposed Modernization Amendments

74

Reasons for the Modernization Amendments

74

Required Vote and Effect of the Modernization Amendments if Approved

74

Recommendation of the Board

74

QUESTIONS AND ANSWERS ABOUT VOTING AND THE ANNUAL MEETING

75

OTHER MATTERS

78

HOUSEHOLDING OF PROXY MATERIAL

78

WHERE YOU CAN FIND MORE INFORMATION

79

ADDITIONAL INFORMATION

80

Stockholder Proposals for 2025

80

Appendix A - Non-GAAP Reconciliations

81

Appendix B - Amended and Restated Charter

82

PROXY SUMMARY

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting. This Proxy Statement and the enclosed proxy are first being sent or made available to stockholders on or about March 21, 2024.

2024 ANNUAL MEETING OF STOCKHOLDERS

Time and Date:

10:00 a.m., Central Time, Tuesday, May 7, 2024

Place:

Live webcast online at www.virtualshareholdermeeting.com/DAR2024

Record Date: March 12, 2024

VOTING INFORMATION

Who is Eligible to Vote

You are entitled to vote at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") if you were a stockholder of record as of the Record Date. On the Record Date, there were 159,779,557 shares of our Company's common stock outstanding and eligible to vote at the Annual Meet- ing. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

Attending the Virtual Annual Meeting

This year's Annual Meeting will be held in a virtual format via live audio webcast. To participate in the Annual Meeting online, please visit www.virtualshareholdermeeting.com/DAR2024 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card. You may vote and submit questions regarding the proposals being voted on during the Annual Meeting by following the instructions available on the meeting website.

How to Vote

To make sure that your shares are represented at the Annual Meeting, please cast your vote as soon as possible by one of the following methods:

INTERNET

Visit the applicable

voting website:

www.proxyvote.com

TELEPHONE

Within the

United States,

U.S. Territories and Canada, call toll-free:1-800-690-6903

MAIL

If you received a proxy

card, complete,

sign and

mail your proxy card in

the self-addressed envelope provided.

ONLINE VIA LIVE WEBCAST

For instructions

on attending the 2024 Annual Meeting online, please see the Question and Answer section beginning

on page 75

HOW YOU CAN ACCESS THE PROXY MATERIALS ONLINE

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on

May 7, 2024. The Proxy Statement and the 2023 Annual Report to security holders are available at

www.proxydocs.com/DAR.

MEETING AGENDA AND VOTING RECOMMENDATIONS

BOARD

PROPOSAL

RECOMMENDATION

PAGE

1.

The election of the ten nominees identified in this Proxy Statement as direc-

FOR

18

tors, each for a term of one year ("Proposal 1")

2.

The ratification of the selection of KPMG LLP as our independent registered pub-

FOR

71

lic accounting firm for our fiscal year ending December 28, 2024 ("Proposal 2")

3.

An advisory vote to approve executive compensation ("Proposal 3")

FOR

72

4A.

The amendment of our Company's Restated Certificate of Incorporation

FOR

73

("Charter") to include officer exculpation ("Proposal 4a")

4B.

The amendment of our Company's Charter to clarify, streamline and modern-

FOR

74

ize the Charter ("Proposal 4b")

2024 Proxy Statement 1

PROXY SUMMARY

BOARD HIGHLIGHTS

Director Nominees

All of our current directors have been nominated by the Board for reelection at the Annual Meeting. Our Board selected the nominees based on their diverse set of skills and experiences. Each director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. The following table provides summary information about each director nominee. For more detailed information about our directors, please see "Proposal 1 - Election of Direc- tors" beginning on page 18.

COMMITTEE MEMBERSHIP

PRIMARY

DIRECTOR

NAME

OCCUPATION

SINCE

AGE* INDEPENDENT

AC

CC

NCG

ESG

Charles Adair

Former Vice Chairman,

2017

72

√

E

Š

BMO Capital Markets

Former Chief Human

√

Š

Š

Beth Albright

Resources Officer,

2020

57

Chemours

Former Partner and

Larry A. Barden

Chairman of

2023

67

√

Š

Š

Management Committee

of Sidley Austin LLP

Former Senior Vice

Celeste A. Clark

President, Global Policy

2021

70

√

Š

Š

and External Affairs,

Kellogg Company

Former Senior Vice

President and Chief

√

Š

Linda Goodspeed

Information Officer,

2017

62

The ServiceMaster

Company

Former Executive Vice

Enderson Guimaraes

President, Global

2021

64

√

Š

Š

Categories and

Operations, PepsiCo Inc.

Gary W. Mize

Former President of

2016

73

√

Rawhide Energy LLC

Former Investment

Michael E. Rescoe

Banker and Chief

2017

71

√

Š E

Financial Officer of

3Com Corporation

Former Chief Executive

Kurt Stoffel

Officer and Chairman of

2023

58

√

Š E

Š

the Executive Board of

SARIA Group

Chairman and Chief

Randall C. Stuewe

Executive Officer,

2003

61

Darling Ingredients Inc.

* Ages are as of March 21, 2024

= Committee Chair

AC = Audit Committee

E = Audit Committee Financial Expert

CC = Compensation Committee

NCG = Nominating and Corporate Governance

Committee

ESG = Environmental, Social and Governance

Committee

2 2024 Proxy Statement

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Disclaimer

Darling Ingredients Inc. published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 09:09:05 UTC.