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Stockholders' Equity and Stock-Based Compensation | 12 Months Ended
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Dec. 28, 2024
Stockholders' Equity and Stock-Based Compensation [Abstract] |
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION | STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION The Company’s Board of Directors approved a share repurchase program in August 2017, which was refreshed on June 21, 2024 up to an aggregate of $500.0 million of the Company’s Common Stock depending on market conditions and extended to August 13, 2026. During fiscal 2024, fiscal 2023 and fiscal 2022, the Company repurchased approximately $34.3 million, $52.9 million and $125.5 million, including commissions, of its common stock in the open market, respectively. As of December 28, 2024, the Company has approximately $494.9 million remaining under the share repurchase program. On May 9, 2017, the shareholders approved the Company’s 2017 Omnibus Incentive Plan (the “2017 Omnibus Plan”). The 2017 Omnibus Plan replaced the Company’s 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) for future grants. Under the 2017 Omnibus Plan, the Company can grant stock options, stock appreciation rights, non-vested and restricted stock (including performance stock), restricted stock units (including performance units), other stock-based awards, non-employee director awards, dividend equivalents and cash-based awards. Initially, there were up to 20,166,500 common shares available under the 2017 Omnibus Plan for grants to participants in any plan year (as such term is defined in the 2017 Omnibus Plan). Some of those shares have been issued pursuant to prior award agreements and some are subject to outstanding awards as detailed in the tables below. To the extent these outstanding awards are forfeited or expire without exercise, the shares will be returned to and available for future grants under the 2017 Omnibus Plan. The 2017 Omnibus Plan’s purpose is to attract, retain and motivate employees, directors and third-party service providers of the Company and to encourage them to have a financial interest in the Company. The 2017 Omnibus Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has the authority to select plan participants, grant awards, and determine the terms and conditions of such awards as provided in the 2017 Omnibus Plan. For each of fiscal 2024, 2023 and 2022, the Committee adopted an executive compensation program that includes a long-term incentive component (the “LTIP”) for the Company’s key employees, as a subplan under the terms of the 2017 Omnibus Plan. For each of the fiscal 2024, 2023 and 2022 LTIPs, participants received (i) performance share units (“PSUs”) tied to a three-year, forward looking performance metric and (ii) restricted stock units (“RSUs”) that vest 33.33% on the first, second and third anniversaries of grant. The principal purpose of the LTIP is to encourage the participants to enhance the value of the Company and, hence, the price of the Company’s stock and the stockholders' return. In addition, the LTIP is designed to create retention incentives for the individual and to provide an opportunity for increased equity ownership by participants. See “Stock Option Awards”, “Non-vested Stock and Restricted Stock Unit Awards” “Fiscal 2024 LTIP PSU Awards”, “Fiscal 2023 LTIP PSU Awards” and “Fiscal 2022 LTIP PSU Awards” below for more information regarding the stock options, PSUs and RSUs granted and outstanding at December 28, 2024. At December 28, 2024, the number of common shares available for issuance under the 2017 Omnibus Plan was 6,252,517. At December 28, 2024, $9.1 million of total future equity-based compensation expense (determined using the Black-Scholes option pricing model and Monte Carlo model for non-vested stock grants with performance based incentives) related to outstanding non-vested options and stock awards is expected to be recognized over a weighted average period of 1.2 years. The following is a summary of stock-based compensation awards granted and/or outstanding during the years ended December 28, 2024, December 30, 2023 and December 31, 2022. Stock Option Awards. Stock options to purchase shares of Darling common stock can be granted from time to time by the Committee to certain of the Company’s employees as part of the Company’s LTIP. The Committee included stock options as part of the LTIP from fiscal 2016 to fiscal 2020, until they were replaced by RSUs beginning in fiscal 2021. For options granted by the Committee the exercise price is equal to the closing price of Darling common stock on the date of grant. Stock options generally vest 33.33% on the first, second and third anniversaries of the grant date. The Company generally only grants nonqualified stock options, which generally terminate 10 years after the date of grant. A summary of all stock option activity during fiscal 2022, 2023 and 2024, and outstanding as of the end of each such fiscal year is as follows:
| Number of shares |  | Weighted-avg. exercise price per share |  | Weighted-avg. remaining contractual life
Options outstanding at January 1, 2022 | 3,147,814 |  |  | $ | 17.43 |  |  | 5.2 years
Granted | — |  |  | — |  |  |
Exercised | (386,460) |  |  | 18.84 |  |  |
Forfeited | (4,767) |  |  | 20.32 |  |  |
Expired | — |  |  | — |  |  |
Options outstanding at December 31, 2022 | 2,756,587 |  |  | 17.23 |  |  | 4.3 years
Granted | — |  |  | — |  |  |
Exercised | (223,000) |  |  | 20.43 |  |  |
Forfeited | (2,212) |  |  | 26.54 |  |  |
Expired | — |  |  | — |  |  |
Options outstanding at December 30, 2023 | 2,531,375 |  |  | 16.94 |  |  | 3.3 years
Granted | — |  |  | — |  |  |
Exercised | (119,651) |  |  | 18.20 |  |  |
Forfeited | (7,257) |  |  | 19.12 |  |  |
Expired | — |  |  | — |  |  |
Options outstanding at December 28, 2024 | 2,404,467 |  |  | $ | 16.87 |  |  | 2.4 years
Options exercisable at December 28, 2024 | 2,404,467 |  |  | $ | 16.87 |  |  | 2.4 years
For the year ended December 28, 2024, the amount of cash received from the exercise of options was approximately $0.4 million and the related tax benefit was approximately $0.7 million. For the years ended December 30, 2023 and December 31, 2022 the amount of cash received from the exercise of options was less than $0.1 million, respectively and the related tax benefit was approximately $1.2 million and $3.7 million, respectively. The total intrinsic value of options exercised for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 was approximately $2.8 million, $9.5 million and $21.7 million, respectively. The fair value of shares vested for the years ended December 28, 2024, December 30, 2023 and December 31, 2022 was approximately $20.7 million, $33.0 million and $24.8 million, respectively. At December 28, 2024, the aggregate intrinsic value of options outstanding was approximately $39.9 million and the aggregate intrinsic value of options exercisable was approximately $39.9 million. Non-Vested Stock and Restricted Stock Unit Awards. Prior to fiscal 2016, the Company granted non-vested stock and RSUs to participants in the LTIP. Starting in fiscal 2016, the Committee made changes to the LTIP and instead of non-vested stock and RSUs, the Company began to grant PSUs and stock options as part of the LTIP. In fiscal 2021, the Committee replaced the stock option component of the LTIP with RSUs. In addition, the Company grants individual non-vested stock and RSU awards to key employees from time to time at the discretion of the Committee, with each RSU equivalent to one share of common stock and payable upon vesting in an equivalent number of shares of Darling common stock. For grants made under the 2017 Omnibus Plan, all non-vested stock and RSU awards generally vest ratably on the first three anniversary dates of the grant. Generally, upon voluntary termination of employment or termination for cause, non-vested stock and RSU awards that have not vested are forfeited; whereas, generally, upon death, disability, qualifying retirement or termination without cause, a pro-rata portion of the unvested non-vested stock and RSU awards will vest and be payable. Fiscal 2024 LTIP RSU awards and Restricted Stock awards. In fiscal 2024, the Committee granted 162,913 RSUs on January 3, 2024 under the Company’s 2024 LTIP. The Committee did not make any discretionary non-vested stock or RSU grants in fiscal 2024. Fiscal 2023 LTIP RSU awards and Restricted Stock awards. In fiscal 2023, the Committee granted 118,208 RSUs on January 3, 2023 under the Company’s 2023 LTIP. On May 11, 2023 and August 7, 2023, the Committee awarded 4,432 and 1,980, respectively of RSUs under the Company’s 2023 LTIP to newly hired executive officers, which will have the same vesting dates and terms as those issued to the other participants on January 3, 2023. On May 11, 2023, the Committee granted one of the newly hired executive officers a one-time grant of 44,304 RSUs as part of his employment package that will vest in three equal installments on the first, second and third anniversaries of the grant date. Fiscal 2022 LTIP RSU awards and Restricted Stock awards. In fiscal 2022, the Committee granted 82,791 RSUs on January 3, 2022 under the Company’s 2022 LTIP and a total of 41,625 discretionary non-vested and RSU awards. A summary of the Company’s non-vested stock and RSU award activity during fiscal 2022, 2023 and 2024, and outstanding as of the end of each such fiscal year, is as follows:
| Non-Vested, and RSU Shares |  | Weighted Average Grant Date Fair Value
Stock awards outstanding January 1, 2022 | 87,934 |  |  | $ | 56.93 |
Shares granted | 124,416 |  |  | 70.67 |
Shares vested | (35,337) |  |  | 58.23 |
Shares forfeited | (6,764) |  |  | 66.67 |
Stock awards outstanding December 31, 2022 | 170,249 |  |  | 66.31 |
Shares granted | 168,924 |  |  | 61.73 |
Shares vested | (70,251) |  |  | 65.03 |
Shares forfeited | (3,270) |  |  | 62.55 |
Stock awards outstanding December 30, 2023 | 265,652 |  |  | 63.78 |
Shares granted | 162,913 |  |  | 49.01 |
Shares vested | (131,600) |  |  | 63.45 |
Shares forfeited | (2,847) |  |  | 43.72 |
Stock awards outstanding December 28, 2024 | 294,118 |  |  | $ | 55.94 |
Fiscal 2024 LTIP PSU Awards. On January 3, 2024, the Committee granted 244,376 PSUs under the Company’s 2024 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company’s average return on gross investment (ROGI) relative to the average ROGI of the Company’s performance peer group companies, and then are subject to modification based on the Company’s total shareholder return (“TSR”) over the three-year performance period relative to the TSR of the Company’s performance peer group companies, with all calculations being done in accordance with the terms of the award agreement, and with the earned award to be determined in the first quarter of fiscal 2027, after the final results for the relevant performance period are determined. Fiscal 2023 LTIP PSU Awards. On January 3, 2023, the Committee granted 177,299 PSUs under the Company’s 2023 LTIP. On May 11, 2023 and August 7, 2023, the Committee awarded 6,648 and 2,971, respectively, of PSUs under the 2023 LTIP to newly hired executive officers, which will have the same performance period and terms as those issued to the other participants on January 3, 2023. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company’s average ROGI relative to the average ROGI of the Company’s performance peer group companies, and the Company’s TSR relative to the TSR of the Company’s performance peer group companies, with all calculations being done in accordance with the terms of the award agreement, and with the earned award to be determined in the first quarter of fiscal 2026, after the final results for the relevant performance period are determined. Fiscal 2022 LTIP PSU Awards. On January 3, 2022, the Committee granted 115,615 PSUs under the Company’s 2022 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company’s average ROGI, relative to the average ROGI of the Company’s performance peer group companies, and the Company’s TSR relative to the TSR of the Company’s performance peer group companies, with all calculations being done in accordance with the terms of the award agreement, and with the earned award to be determined in the first quarter of fiscal 2025, after the final results for the relevant performance period are determined. Under the 2024 LTIP, 2023 LTIP and 2022 LTIP, PSUs were granted at target level; however, actual awards may vary between 0% and 225% of the target number of PSUs, depending on the performance level achieved. In addition, the number of PSUs earned may be reduced (up to 30%) or increased (capped at the maximum payout) based on the Company’s TSR over the performance period. A summary of the Company’s LTIP PSU award activity during fiscal 2022, 2023 and 2024, and outstanding as of the end of each such fiscal year, is as follows:
| LTIP PSU Shares |  | Weighted Average Grant Date Fair Value
LTIP PSU awards outstanding January 1, 2022 | 1,399,178 |  |  | $ | 20.82 |
Granted | 115,615 |  |  | 75.13 |
Additional PSU awards vested from performance | 367,746 |  |  | 21.50 |
Stock issued for PSUs | (1,429,198) |  |  | 15.87 |
Forfeited | (14,035) |  |  | 57.54 |
LTIP PSU awards outstanding December 31, 2022 | 439,306 |  |  | $ | 50.58 |
Granted | 186,918 |  |  | 66.67 |
Additional PSU awards vested from performance | 263,221 |  |  | 31.80 |
Stock issued for PSUs | (473,824) |  |  | 31.80 |
Forfeited | (11,078) |  |  | 67.60 |
LTIP PSU awards outstanding December 30, 2023 | 404,543 |  |  | $ | 67.33 |
Granted | 244,376 |  |  | 53.43 |
Additional PSU awards vested from performance | 142,600 |  |  | 61.12 |
Stock issued for PSUs | (257,918) |  |  | 61.14 |
Forfeited | (9,316) |  |  | 65.62 |
LTIP PSU awards outstanding December 28, 2024 | 524,285 |  |  | $ | 62.24 |
The fair value of each PSU award under the Company’s 2024 LTIP, 2023 LTIP and 2022 LTIP was estimated on the date of grant using a Monte Carlo model with the following weighted average assumptions for fiscal 2024, fiscal 2023 and fiscal 2022.
Weighted Average |  | 2024 | 2023 | 2022
Expected dividend yield |  | 0.0% | 0.0% | 0.0%
Risk-free interest rate |  | 4.03% | 4.13% | 1.04%
Expected term |  | 3.00 years | 2.98 years | 3.00 years
Expected volatility |  | 41.9% | 49.6% | 44.1%
Nonemployee Director Restricted Stock Unit and Deferred Stock Unit Awards. The Company has historically paid a portion of the annual compensation package provided to its non-employee directors in equity, which since fiscal 2014 has been in the form of restricted stock units. During fiscal 2024 and fiscal 2023, each non-employee director received $150,000 of restricted stock units, while during fiscal 2022, each non-employee director received $135,000 of restricted stock units, with directors appointed after the annual meeting receiving a prorated portion of such amount. The number of restricted stock units issued is calculated using the closing price of the Company’s stock on the date of grant. The award vests (and is no longer subject to forfeiture) on the first to occur of (i) the first anniversary of the grant date, (ii) the grantee’s separation from service as a result of death or disability, or (iii) a change of control. The award will become “payable” in shares of the Company’s stock in a single lump sum payment as soon as possible following a grantee’s separation from service, subject to a grantee’s right to elect earlier distributions under certain circumstances. If a grantee ceases to be a director for any reason other than death or disability prior to vesting, the grantee will receive a prorated amount of the award up to the date of separation. Beginning in fiscal 2022, non-employee directors may also elect to receive all or a portion of their cash fees in the form of deferred stock units (“DSUs”), which are payable in shares of the Company’s common stock. A summary of the Company’s non-employee director RSU and DSU award activity during fiscal 2022, 2023 and 2024, and outstanding as of the end of each such fiscal year, is as follows:
| Director RSUs and Director DSUs Shares |  | Weighted Average Grant Date Fair Value
Stock awards outstanding January 1, 2022 | 186,175 |  |  | $ | 22.43 |
Shares granted | 22,759 |  |  | 73.03 |
Shares where the restriction lapsed | — |  |  | — |
Shares forfeited | — |  |  | — |
Stock awards outstanding December 31, 2022 | 208,934 |  |  | 27.94 |
Shares granted | 30,676 |  |  | 59.36 |
Shares where the restriction lapsed | (70,475) |  |  | 24.69 |
Shares forfeited | (1,007) |  |  | 61.01 |
Stock awards outstanding December 30, 2023 | 168,128 |  |  | 34.84 |
Shares granted | 38,027 |  |  | 44.62 |
Shares where the restriction lapsed | (31,351) |  |  | 28.46 |
Shares forfeited | (2,640) |  |  | 44.52 |
Stock awards outstanding December 28, 2024 | 172,164 |  |  | $ | 38.01 |

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