2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 420 DARLING INGREDIENTS, INC. EXECUTIVE COMPENSATION Compensation Discussion and Analysis long-term performance versus our Performance Peer Group is a comparison of how competitively we deploy capital versus our Perfor- mance Peer Group as measured by a return on capital standard. The other primary factor in aligning our pay and performance is whether we have remained a growth-oriented company as measured by EBITDA, which is also the numerator for return on capital. Performance against pre-established EBITDA goals was a key element of our 2017 annual incentive plan . In the last several years, we have used key acquisitions and a joint venture project to transform our platform and build future value through segment and prod- uct diversification and global expansion. Consistent EBITDA growth will result in greater annual incentive plan payouts, while shortfalls in EBITDA will result in below target payouts. As the chart below indicates, our CEO’s total realizable compensation is well-aligned with our EBITDA performance. 2013 2014 2015 2016 2017 $0 $3,000 $6,000 $9,000 $12,000 $15,000 $100.0 $210.0 $320.0 $430.0 $650.0 $540.0 308.1 594.2 558.3 583.7* 531.6 620.1** 476.4 $7,148 $8,183 $3,609 $8,463 $5,504 $6,647 Proforma Adjusted Combined EBITDA (non-GAAP) Proforma Adjusted Combined EBITDA (non-GAAP FX normalized to 2014 levels and for 2017 includes EBITDA booked in early 2018 but directly related to 2017 performance) CEO Compensation Thousands of USD Millions of USD * For comparison purposes, 2016 Proforma Adjusted Combined EBITDA (non-GAAP) is also shown using 2014 exchange rates for the comparative period to enhance the visibility of the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Our company had no material foreign operations prior to fiscal 2014, which is the year that our company acquired our Darling Ingredients International businesses from VION Holding, N.V. ** For comparison purposes, 2017 Proforma Adjusted Combined EBITDA (non-GAAP) is also shown using 2014 exchange rates, which results in an increase of $50.8 million in EBITDA, and including $92.9 million in EBITDA attributable to DGD and our North American biofuel operations that relates to 2017 performance. The $92.9 million in EBITDA relates to U.S. blenders tax credits for which DGD and our company are eligible, which for fiscal 2017 were not retroactively approved by Congress until February 2018. Although this $92.9 million in EBITDA is not included in the company’s or DGD’s 2017 financial statements, since it directly related to 2017 performance and was included in the company’s internal 2017 operating plan, in accordance with the annual incentive plan it was included for purposes of determining the achievement level of adjusted EBITDA used to calculate the payouts under the 2017 annual incentive plan. For more information, see “Components of Fiscal 2017 Executive Compensation Program – Annual Incentive Compensation – 2017 Performance Results and Award Payouts” contained later in this Compensation Discussion and Analysis section of the Proxy Statement beginning on page 35. YEAR 2013 2014* 2015 2016 2017 CEO Pay Measure: Realizable Pay 1-Year $5,504 $8,463 $3,609 $7,148 $8,183 % Change 54% -57% 98% 14% Realizable Pay 1-Year (excl. Special) $5,504 $6,647 $3,609 $7,148 $8,183 % Change 21% -46% 98% 14% Absolute Performance Measure: Reported Proforma Adjusted Combined EBITDA (non-GAAP) $308.1 $594.2 $558.3 $531.6 $476.4 NOTES: EBITDA includes our DGD joint venture, but excludes transaction related costs and foreign currency exchange impact on EBITDA. See Appendix A for a reconciliation to GAAP. Realizable pay reflects the actual cash and intrinsic value of equity incentives awarded in a given year, using the stock price at the end of the year. For example, for 2017, realizable pay equals base salary plus annual incentives earned for 2017 performance plus options granted on February 6, 2017 and 2018 Proxy Statement 23 Total of 02 pages in section