Darling Ingredients (DAR) names Robert Aspell director as Gary Mize plans retirement
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Darling Ingredients Inc. reported upcoming board changes and a new director appointment. Long‑time director Gary W. Mize, a board member since 2016 and Lead Director since 2021, plans to retire effective at the company’s 2026 Annual Meeting of Stockholders, remaining in his roles until then.
The board elected Robert Aspell as an independent director effective immediately and expanded the board size to eleven members. Aspell was also appointed to the Audit Committee. He will receive the standard non‑employee director package, including a $100,000 annual cash retainer and an annual grant of $150,000 in restricted stock units, prorated for his first year.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2026, Gary W. Mize, a member of the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”) since 2016, notified the Board that he plans to retire from the Board effective at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Mr. Mize will remain a director and maintain his roles as Lead Director and Chairman of the Nominating and Corporate Governance Committee through the 2026 Annual Meeting.
On February 25, 2026, the Board elected Robert Aspell to the Board effective immediately. In connection with Mr. Aspell’s election to the Board, the size of the Board was increased to eleven members. In addition, Mr. Aspell was appointed to the Board’s Audit Committee. The Board has determined that Mr. Aspell is an independent director under the applicable New York Stock Exchange listing standards and the Company’s Corporate Governance Guidelines.
In connection with his service as a director, Mr. Aspell will receive the Company’s standard non-employee director compensation, which currently consists of an annual retainer equal to $100,000, paid in quarterly installments, and an annual grant of $150,000 in value of restricted stock units, with Mr. Aspell to receive a prorated amount of such grant, with the number of restricted stock units granted to be based on the closing price of our common stock on the date of his appointment to the Board. In addition, the Company will enter into its standard form of Indemnification Agreement for directors and executive officers with Mr. Aspell, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2008.
Mr. Aspell is a retired food and agribusiness executive with Cargill, Incorporated, where he worked for over 40 years. Prior to his retirement, he served as Cargill Asia Pacific President and Ag Supply Chain Group Leader, from 2018 to 2024, in Shanghai, China, with responsibility for supply chain and business development, including overseeing expansion and integration projects, as well as mergers and acquisitions. He also previously held leadership positions with Cargill, Incorporated in Egypt and Mexico and various trading positions.
There is no arrangement or understanding between Mr. Aspell and any other persons pursuant to which he was selected as a director, nor are there any transactions in which Mr. Aspell has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Mize’s upcoming retirement and Mr. Aspell’s election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated February 25, 2026.
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DARLING INGREDIENTS INC. | |||||||||||
| Date: February 25, 2026 | By: | /s/ Nick Kemphaus | |||||||||
| Nick Kemphaus | |||||||||||
| Executive Vice President, General Counsel | |||||||||||
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
February 25, 2026
Darling Ingredients Director Gary Mize to retire from Board at Annual Meeting; Robert
Aspell elected to Board of Directors
IRVING, Texas – Darling Ingredients Inc. (NYSE: DAR), today announced that long-time board member Gary Mize has informed the board that he plans to retire, effective at the company’s 2026 Annual Meeting of Stockholders. Mr. Mize will remain a director and maintain his committee membership through the 2026 Annual Meeting.
Additionally, the company announced that Robert Aspell has been elected to the board as an independent director, effective immediately. Mr. Aspell will serve on the board’s Audit Committee.
Mr. Mize joined the Darling Ingredients Board of Directors in 2016 and has served as its Lead Director since 2021. His career includes tenure as a partner and business owner at MR & Associates, a consulting and advisory firm focused on agricultural-based enterprises.
“On behalf of the board of directors, I would like to thank Gary for his many years of dedicated service,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “Gary’s significant and meaningful contributions to Darling Ingredients have helped transform our company. His extensive knowledge and experience in the agribusiness industry helped us grow and expand our global footprint. We wish Gary all the best in retirement.”
Mr. Aspell brings 40 years of global, agriculture-based business experience from his leadership at Cargill. During his senior assignments in China, Egypt, Europe and Mexico, he successfully navigated regulatory and geopolitical complexity while managing risk across diverse environments. His career includes leading operational, supply chain and commercial organizations, and advancing strategic growth in both mature and emerging regions. He also played a key role in driving mergers, acquisitions and integrations across the global food and agriculture value chain.
“We are pleased to welcome Robert to our board of directors,” said Stuewe. “Robert’s broad international experience and decades of operational leadership in the agribusiness sector bring valuable insight to our board. His seasoned judgment and global business insight further strengthen our board’s strategic oversight, as we continue advancing organizational growth and delivering value to our shareholders.”
About Darling Ingredients
A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.
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Darling Ingredients Contacts
Investors: Suann Guthrie
Senior VP, Investor Relations and Global Affairs
(469) 214-8202; suann.guthrie@darlingii.com
Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com
FAQ
What board changes did Darling Ingredients (DAR) disclose in this 8-K?
Darling Ingredients disclosed that director Gary W. Mize plans to retire effective at the 2026 Annual Meeting, while Robert Aspell has been elected as an independent director immediately. The board size increased to eleven members, and Aspell will serve on the Audit Committee.
When will Darling Ingredients director Gary Mize retire from the board?
Gary Mize plans to retire from the Darling Ingredients board effective at the company’s 2026 Annual Meeting of Stockholders. Until that meeting, he will remain a director, continue as Lead Director, and serve as Chairman of the Nominating and Corporate Governance Committee.
Who is Robert Aspell, the new Darling Ingredients (DAR) director?
Robert Aspell is a retired food and agribusiness executive who spent over 40 years at Cargill. He most recently served as Cargill Asia Pacific President and Ag Supply Chain Group Leader, leading supply chain, business development, expansions, integrations, and M&A activities across multiple global regions.
What committees will new director Robert Aspell serve on at Darling Ingredients?
Robert Aspell has been appointed to the Darling Ingredients board and will serve on the Audit Committee. The board determined he is an independent director under New York Stock Exchange listing standards and the company’s Corporate Governance Guidelines, reinforcing independent oversight on financial reporting and controls.
How will Darling Ingredients compensate new director Robert Aspell?
Robert Aspell will receive Darling Ingredients’ standard non‑employee director compensation: a $100,000 annual cash retainer paid quarterly and an annual $150,000 value grant of restricted stock units. For his first term, he will receive a prorated RSU grant based on his appointment date share price.
Did Darling Ingredients note any related‑party transactions with Robert Aspell?
Darling Ingredients stated there is no arrangement or understanding with any person under which Robert Aspell was selected as director. It also disclosed there are no transactions involving Aspell that require reporting under Item 404(a) of Regulation S‑K, indicating no disclosable related‑party dealings.
Where can investors find more details on Darling Ingredients’ board changes?
Details on the board changes are included in an 8-K and a press release attached as Exhibit 99.1. The press release describes Gary Mize’s planned retirement, Robert Aspell’s election, his background at Cargill, and commentary from Chairman and CEO Randall C. Stuewe on the transitions.
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