XML 36 R21.htm IDEA: XBRL DOCUMENT v3.22.0.1
Stockholders' Equity and Stock-Based Compensation
 12 Months Ended
Jan. 01, 2022
Stockholders' Equity and Stock-Based Compensation [Abstract]  
STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATION STOCKHOLDERS' EQUITY AND STOCK-BASED COMPENSATIONOn December 9, 2021, the Company’s Board of Directors approved the extension for an additional two years of its previously announced share repurchase program and refreshed and increased the amount of the program up to an aggregate of $500.0 million of the Company's Common Stock depending on market conditions. During fiscal 2021, fiscal 2020 and fiscal 2019, the Company repurchased approximately $167.7 million, $55.0 million and $19.3 million, including commissions, of its common stock in the open market, respectively. As of January 1, 2022, the Company has approximately $500.0 million remaining under the share repurchase program initially approved in August 2017 and subsequently extended to August 13, 2024. Subsequent to January 1, 2022, the Company repurchased approximately $11.2 million, including commissions, of its common stock in the open market.
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.  There are up to 20,166,500 common shares available under the 2017 Omnibus Plan which may be granted to participants in any plan year (as such term is defined in the 2017 Omnibus Plan).  Some of those shares 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 2021, 2020 and 2019, 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 the fiscal 2021 LTIP, 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. For each of the fiscal 2020 and 2019 LTIPs, participants received (i) PSUs tied to a three-year, forward looking performance metric and (ii) stock options 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”, “Fiscal 2021 LTIP PSU and RSU Awards”, “Fiscal 2020 LTIP PSU Awards” and “Fiscal 2019 LTIP PSU Awards” below for more information regarding the stock option, PSU and RSU awards under the 2021 LTIP, 2020 LTIP and 2019 LTIP. At January 1, 2022, the number of common shares available for issuance under the 2017 Omnibus Plan was 10,552,120.

At January 1, 2022, $7.6 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 during the years ended January 1, 2022, January 2, 2021 and December 28, 2019.

Stock Option Awards. Stock options to purchase shares of Darling common stock were granted by the Committee to certain of the Company's employees as part of the Company's LTIPs in effect for each of fiscal 2020 and 2019. For the options granted under the fiscal 2020 LTIP and 2019 LTIP, the exercise price was equal to the closing price of Darling common stock on the date of grant, which was January 6, 2020 and January 25, 2019, respectively, and such options vest 33.33% on the first, second and third anniversaries of the grant date. The Company granted 550,941 stock options under the 2020 LTIP and 610,953 stock options under the 2019 LTIP.

During fiscal 2020 and 2019, only nonqualified stock options were issued and none of the options were incentive stock options. The Company’s stock options granted under the LTIPs generally terminate 10 years after the date of grant. 
A summary of all stock option activity as of January 1, 2022 and changes during the year ended is as follows:
        
 Number of
shares		Weighted-avg.
exercise price
per share		Weighted-avg.
remaining
contractual life
Options outstanding at December 29, 20183,754,202 $13.07 6.9 years
Granted610,953 21.00 
Exercised(380,206)9.83 
Forfeited(6,464)18.11 
Expired— — 
Options outstanding at December 28, 20193,978,485 14.59 6.5 years
Granted550,941 28.89 
Exercised(837,911)12.01 
Forfeited— — 
Expired— — 
Options outstanding at January 2, 20213,691,515 17.31 6.2 years
Granted— —  
Exercised(521,177)16.44  
Forfeited(22,524)20.12  
Expired— —  
Options outstanding at January 1, 20223,147,814 $17.43 5.2 years
Options exercisable at January 1, 20222,611,887 $15.65 4.7 years
 
The fair value of each stock option grant under the LTIPs was estimated on the date of grant using the Black Scholes option-pricing model with the following weighted average assumptions and results for fiscal 2020 and 2019.
    
Weighted Average20202019
Expected dividend yield0.0%0.0%
Risk-free interest rate1.65%2.61%
Expected term5.94 years6.00 years
Expected volatility27.4%29.6%
Fair value of options granted$8.64$7.16

The expected life of options granted in fiscal 2020 were computed using the Company's historical data based on exercised and cancelled options. The expected lives for options granted during fiscal 2019 were computed using the simplified method since the option plans historical exercise data did not provided a reasonable basis for estimating the expected term for the option grants.

For the year ended January 1, 2022, the amount of cash received from the exercise of options was approximately $0.1 million and the related tax benefit was $4.5 million. For the year ended January 2, 2021, the amount of cash received from the exercise of options was approximately $0.1 million and the related tax benefit was approximately $2.4 million. For the year ended December 28, 2019, the amount of cash received from the exercise of options was less than $0.1 million and the related tax benefit was approximately $0.4 million. The total intrinsic value of options exercised for the years ended January 1, 2022, January 2, 2021 and December 28, 2019 was approximately $29.5 million, $19.5 million and $4.7 million, respectively.  The fair value of shares vested for the years ended January 1, 2022, January 2, 2021 and December 28, 2019 was approximately $19.9 million, $17.4 million and $15.5 million, respectively.  At January 1, 2022, the aggregate intrinsic value of options outstanding was approximately $163.2 million and the aggregate intrinsic value of options exercisable was approximately $140.1 million.

Non-Vested Stock, Restricted Stock Unit and Performance Share 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 and granted 90,689 RSU's on January 4, 2021 under the Company's 2021 LTIP. In addition, the Company has granted individual non-vested stock and RSU awards to key employees from time to time at the discretion of the Committee. In such cases, non-vested stock is generally granted to U.S. based employees, while RSUs are generally granted to foreign based employees, 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 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, 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.

A summary of the Company’s non-vested stock, RSU and PSU awards as of January 1, 2022, and changes during the year ended is as follows:

 Non-Vested, RSU and PSU
Shares		Weighted Average
Grant Date
Fair Value
Stock awards outstanding December 29, 2018128,574 $13.32 
Shares granted— — 
Shares vested(126,511)12.13 
Shares forfeited(1,313)14.92 
Stock awards outstanding December 28, 2019750 15.50 
Shares granted11,000 35.66 
Shares vested(375)15.50 
Shares forfeited— — 
Stock awards outstanding January 2, 202111,375 35.00 
Shares granted90,689 56.93 
Shares vested(11,545)35.32 
Shares forfeited(2,585)56.93 
Stock awards outstanding January 1, 202287,934 $56.93 

Fiscal 2021 LTIP PSU Awards. On January 4, 2021, the Committee granted 126,711 PSUs under the Company's 2021 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), as calculated in accordance with the terms of the award agreement, relative to the average ROGI of the Company's performance peer group companies, with the earned award to be determined in the first quarter of fiscal 2024, after the final results for the relevant performance period are determined.

Fiscal 2020 LTIP PSU Awards. On January 6, 2020, the Committee granted 224,481 PSUs under the Company's 2020 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 capital employed (ROCE), as calculated in accordance with the terms of the award agreement, relative to the average ROCE of the Company's performance peer group companies over the same performance period, with the earned award to be determined in the first quarter of fiscal 2023, after the final results for the relevant performance period are determined.

Fiscal 2019 LTIP PSU Awards. On January 25, 2019, the Committee granted 305,195 PSUs under the Company's 2019 LTIP. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company's average ROCE, as calculated in accordance with the terms of the award agreement, relative to the average ROCE of the Company's performance peer group companies over the same performance period, with the earned award to be determined in the first quarter of fiscal 2022, after the final results for the relevant performance period are determined.

Under the 2021 LTIP, 2020 LTIP and 2019 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 total shareholder return (TSR) over the performance period.
The fair value of each PSU award under the Company's 2021 LTIP, 2020 LTIP and 2019 LTIP was estimated on the date of grant using a Monte Carlo model with the following weighted average assumptions for fiscal 2021, fiscal 2020 and fiscal 2019.
                
Weighted Average202120202019
Expected dividend yield0.0%0.0%0.0%
Risk-free interest rate0.16%1.55%2.58%
Expected term3.00 years2.99 years2.93 years
Expected volatility39.9%25.8%30.7%

A summary of the Company’s 2021, 2020 and 2019 LTIP PSU awards as of January 1, 2022, and changes during the year ended is as follows:
    
 LTIP PSU
Shares		Weighted Average
Grant Date
Fair Value
LTIP PSU awards outstanding December 29, 20181,481,976 $11.15 
Granted305,195 21.50 
Additional PSU awards vested from performance235,126 7.23 
Stock issued for PSUs(125,067)7.84 
Forfeited(3,757)19.09 
LTIP PSU awards outstanding December 28, 20191,893,473 $12.54 
Granted224,481 31.80 
Additional PSU awards vested from performance434,666 11.14 
Stock issued for PSUs(349,210)8.91 
Forfeited(332)26.88 
LTIP PSU awards outstanding January 2, 20212,203,078 $14.80 
Granted126,711 61.12 
Additional PSU awards vested from performance367,109 20.60 
Stock issued for PSUs(1,276,120)14.17 
Forfeited(21,600)32.45 
LTIP PSU awards outstanding January 1, 20221,399,178 $20.82 

Nonemployee Director Restricted Stock and Restricted 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 2021, 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 which are payable in shares of the Company's common stock.

A summary of the Company’s non-employee director restricted stock and restricted stock unit awards as of January 1, 2022, and changes during the year ended is as follows:
        
 Restricted stock and Restricted Stock Unit
Shares		Weighted Average
Grant Date
Fair Value
Stock awards outstanding December 29, 2018215,177 $15.49 
Restricted shares granted52,990 20.76 
Restricted shares where the restriction lapsed(6,803)2.94 
Restricted shares forfeited— — 
Stock awards outstanding December 28, 2019261,364 16.89 
Restricted shares granted48,267 20.51 
Restricted shares where the restriction lapsed(73,354)16.33 
Restricted shares forfeited— — 
Stock awards outstanding January 2, 2021236,277 17.79 
Restricted shares granted18,098 70.86 
Restricted shares where the restriction lapsed(68,200)19.21 
Restricted shares forfeited— — 
Stock awards outstanding January 1, 2022186,175 $22.43