UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

ARCHER-DANIELS-MIDLAND COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ARCHER-DANIELS-MIDLAND COMPANY

4666 Faries Parkway, Decatur, Illinois 62526-5666

NOTICE OF ANNUAL MEETING

To All Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company, a Delaware corporation, will be held at the JAMES R. RANDALL RESEARCH CENTER located at 1001 Brush College Road, Decatur, Illinois, on Thursday, May 2, 2013,1, 2014, commencing at 8:30 A.M.A.M., for the following purposes:

(1) To elect Directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;

(2) To ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors to audit the accounts of the Company for the fiscal year ending December 31, 2013;2014;

(3) To consider an advisory vote on the compensation of our named executive officers;

(4) To consider and act upon the stockholder’s proposal set forth in the accompanying proxy statement, if such proposal is properly presented; and

(4)(5) To transact such other business as may properly come before the meeting.

By Order of the Board of Directors

M. I. SMITH,D. C. FINDLAY, SECRETARY

March 22, 201321, 2014

ARCHER-DANIELS-MIDLAND COMPANY

4666 Faries Parkway, Decatur, Illinois 62526-5666

March 22, 201321, 2014

PROXY STATEMENT

General Matters

Our board of directors asks that you complete the accompanying proxy for the annual stockholders’ meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in this mailing. We are first mailing our stockholders this proxy statement and a proxy form (included in this mailing) around March 22, 2013.

Although we have historically held our annual stockholders’ meeting in November, because of the recent change of our fiscal year end from June 30 to December 31, the scheduling of this year’s annual meeting approximately six months after our 2012 annual meeting reflects our transition to a calendar year based financial reporting cycle. As a result, much of the information in this proxy statement, particularly information relating to executive compensation matters, relates to the six-month “transitional” period of July 1, 2012 to December 31, 2012. Throughout this proxy statement , we sometimes refer to such six-month transitional period as “Fiscal Year 2012.5” or “FY2012.5”.21, 2014.

We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson Inc. to help us solicit proxies. We will pay Georgeson Inc. $24,000 plus reasonable expenses for its services. Our officers may solicit proxies by means other than mail. Our other employees or employees of Georgeson Inc. may also solicit proxies in person or by telephone, mail, or the internet at a cost we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable expenses in forwarding proxy materials to their principals.

We have a policy of keeping confidential all proxies, ballots, and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspectors of election, our transfer agent and certain employees associated with processing proxy cards and tabulating the vote. We will not disclose any stockholder’s vote except in a contested proxy solicitation or as may be necessary to meet legal requirements.

Our common stock stockholders of record at the close of business on March 11, 2013,10, 2014, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 11, 2013,10, 2014, we had 658,791,626655,764,086 outstanding shares of common stock, each share being entitled to one vote on each of the twelve director nominees and on each of the other matters to be voted on at the meeting. Our stockholders are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting.

All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket. If you are a stockholder whose shares are held by a broker, bank, or other nominee, please request an admission ticket by writing to our office at Archer-Daniels-Midland Company, Shareholder Relations, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Your letter to our office must include evidence of your stock ownership. You can obtain evidence of ownership from your broker, bank, or nominee. The number of tickets sent will be determined by the manner in which shares are registered. If your request is received by April 18, 2013,17, 2014, an admission ticket will be mailed to you. Entities such as a corporation or limited liability company that are stockholders may send one representative to the annual meeting and the representative should have a pre-existing relationship with the entity represented. All other admission tickets can be obtained at the registration table located at the James R. Randall Research Center lobby beginning at 7:30 A.M. on the day of the meeting. Stockholders who do not pre-register will only be admitted to the meeting only upon verification of stock ownership.

The use of cameras, video or audio recorders or other recording devices in the James R. Randall Research Center is prohibited. The display of posters, signs, banners or any other type of signage by any stockholder in the James R. Randall Research Center is also prohibited. Firearms are also prohibited in the James R. Randall Research Center.

Any request to deviate from the admittance guidelines described above must be in writing, addressed to our office at Archer-Daniels-Midland Company, Secretary, 4666 Faries Parkway, Decatur, Illinois 62526-5666 and received by us by April 18, 2013.17, 2014. We will also have personnel in the lobby of the James R. Randall Research Center beginning at 7:30 A.M. on the day of the meeting to consider special requests.

If you properly execute the enclosed proxy form, your shares will be voted at the meeting. You may revoke your proxy form at any time prior to voting by:

Under our bylaws, directors are elected by a majority vote in an uncontested election (one in which the number of nominees is the same as the number of directors to be elected) and by a plurality vote in a contested election (one in which the number of nominees exceeds the number of directors to be elected). Because this year’s election is an uncontested election, each director nominee receiving a majority of votes cast will be elected (the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee). Approval of each other proposal presented in the proxy statement requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present in person or by proxy at the meeting and entitled to vote.vote on that matter. Shares not present at the meeting and shares voting “abstain” have no effect on the election of directors. For the other proposals to be voted on at the meeting, abstentions are treated as shares present or represented and voting, and therefore have the same effect as negative votes. Broker non-votes (shares held by brokers who do not have discretionary authority to vote on the matter and have not received voting instructions from their clients) are counted toward a quorum, but are not counted for any purpose in determining whether a matter has been approved.

Principal Holders of Voting Securities

Based upon filings with the Securities and Exchange Commission (“SEC”), we know that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:

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Proposal No. 1 — Election of Directors

Our board of directors has fixed the size of the board at twelve. Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below.

AllEleven of the twelve nominees proposed for election to the board of directors are presently members of the board and have previously been elected by our stockholders. The new nominee for election is Mr. Francisco Sanchez. Mr. Sanchez was identified by the Nominating/Corporate Governance Committee as a potential nominee and was recommended by the Nominating/Corporate Governance Committee after it had completed its interview and vetting process.

If elected, the nominees would hold office until the next annual stockholders’ meeting and until their successors are elected and qualified. If any nominee for director becomes unable to serve as a director, the persons named in the proxy may vote for a substitute who will be designated by the board of directors. Alternatively, the board of directors could reduce the size of the board. The board has no reason to believe that any nominee will be unable to serve as a director.

Our bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders. This year’s election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the board as a “holdover director.” However, under our Corporate Governance Guidelines, each director annually submits an advance, contingent, irrevocable resignation that the board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the board about whether to accept or reject the resignation. The board will act on the Nominating/Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. The board will nominate for election or re-election as director, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the board as a “holdover director.”

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The table below lists the nominees, their ages, positions with our company, principal occupations, current directorships of other publicly-owned companies, directorships of other publicly-owned companies held within the past five years, the year in which each first was elected as a director, and the number of shares of common stock beneficially owned as of March 11, 2013,10, 2014, directly or indirectly. Unless otherwise indicated in the footnotes to the following table, and subject to community property laws where applicable, we believe that each nominee named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, all of the nominees have been executive officers of their respective companies or employed as otherwise specified below for at least the last five years.

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The Board of Directors recommends a voteFOR the election of the twelve nominees named above as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

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Director Experiences, Qualifications, Attributes and Skills, and Board Diversity

In assessing an individual’s qualifications to become a member of the board, the Nominating/Corporate Governance Committee may consider various factors including education, experience, judgment, independence,

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integrity, availability, and other factors that the Nominating/Corporate Governance Committee deems appropriate. The Nominating/Corporate Governance Committee strives to recommend candidates that complement the current board members and other proposed nominees so as to further the objective of having a board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the board and its committees. In addition, the Nominating/Corporate Governance Committee considers personal characteristics of nominees and current board members, including race, gender and geographic origin, in an effort to obtain a diversity of perspectives on the board.

The specific experience, qualifications, attributes and skills that qualify each of our directors to serve on our board are listed below:

Alan L. Boeckmann

Prior to retiring in February, 2012, Mr. Boeckmann served in a variety of engineering and executive management positions during his 35-plus year career with Fluor Corporation, including non-executive Chairman of the Board from 2011-2012, Chairman of the Board and Chief Executive Officer from 2002-2011, and President and Chief Operating Officer from 2001-2002. His tenure with Fluor Corporation included responsibility for global operations and multiple international assignments. Mr. Boeckmann currently serves as a director of Sempra Energy.Energy and as a trustee and director of Eisenhower Medical Center in Rancho Mirage, California. He has previously served on the boards of BHP Billiton and Burlington-Northern Santa Fe. Mr. Boeckmann has been an outspoken business leader in promoting international standards for business ethics. His extensive board and executive management experience, coupled with his commitment to ethical conduct in international business activities, makes him a valuable addition to our board of directors.

George W. Buckley

Dr. Buckley is Chairman of Arle Capital Partners Limited, a private equity partnership with a portfolio of energy, industrial and service-sector businesses. Dr. Buckley is also currently Chairman of Expro International, an international oil field services company. Previously, Dr. Buckley served as Chairman of 3M Company from February 2012 to June 2012 and as Chairman, President and Chief Executive Officer of 3M Company from December 2005 to February 2012. He previously held executive positions at Brunswick Corp., Emerson Electric Co. and British Railways. Dr. Buckley’s Bachelor of Science degree in Electrical and Electronic Engineering and his Doctoral degree in Engineering in joint study at Huddersfield and Southampton Universities, his service as Chairman of the Board, President and Chief Executive Officer of 3M Company, his leadership roles at the Brunswick Corporation, Emerson Electric Co. and British Railways, his skills in business and financial matters and his experience as a director of the public companies listed above, qualify him to serve as a director of the company.

Mollie Hale Carter

Ms. Carter has twenty-fivetwenty-six years of business experience in the agricultural sector, including consulting, finance and operations. Ms. Carter also has served since 1995 as the Chairman and/or Chief Executive Officer of a regional financial institution based in Salina, Kansas. Ms. Carter’s qualifications to serve as a director of the company include her substantial leadership experience as a chief executive officer, her financial expertise, her service as a director of Westar Energy, Inc., her previous service as a director of Premium Standard Farms, Inc., and her significant experience in the agricultural sector.

Terrell K. Crews

Mr. Crews retired from Monsanto Company in November 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from September 2007 to November 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007. Mr. Crews brings to our board of directors extensive expertise in finance and related functions, as well as significant knowledge of corporate development, agri-business and international operations.

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Pierre Dufour

Mr. Dufour is Senior Executive Vice President of Air Liquide Group, the world leader in gases for industry, health and the environment. Having joined Air Liquide in 1997, Mr. Dufour was named Senior Executive Vice President in November 2007. Since January 2010, he has supervised Air Liquide’s operations in the Americas, Africa-Middle East and Asia-Pacific zones, while also overseeing, globally, Air Liquide’s industrial World

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Business Lines, Engineering and Construction. Mr. Dufour was elected to the board of Air Liquide S.A. in May, 2012. Mr. Dufour’s qualifications to serve as a director of our company include his substantial leadership, engineering, operations management and international business experience.

Donald E. Felsinger

Mr. Felsinger brings extensive experience as a board member, chair and CEO with Fortune 500 companies. Mr. Felsinger retired as Executive Chairman of Sempra Energy onin December 1, 2012. His leadership roles at Sempra Energy and other energy companies have allowed him to provide our board of directors with his expertise in mergers and acquisitions, environmental matters, corporate governance, strategic planning, engineering, finance, human resources, compliance, risk management, international business and public affairs. Mr. Felsinger possesses in-depth knowledge of executive compensation and benefits practices and serves as a member of the Compensation/Succession Committee.

Antonio Maciel Neto

Mr. Maciel was named Chief Executive Officer of CAOA Group, a large Brazilian vehicle distributor and manufacturer, in March 2013. Mr. Maciel served as Chief Executive Officer of Suzano Papel e Celulose S/A, one of Latin America’s largest vertically integrated producers of paper and eucalyptus pulp, from June 2006 to January 2013. From 1999 to May 2006, Mr. Maciel held various executive positions with Ford Motor Company, including Chief Executive Officer of Ford South America Operations. Mr. Maciel’s qualifications to serve on our board of directors include his substantial leadership, international business, environmental and sustainability, engineering, product development and innovations and operations management experience.

Patrick J. Moore

Mr. Moore retired as Chief Executive Officer of Smurfit-Stone Container Corporation in 2011, and held positions of increasing importance at Smurfit-Stone and related companies since 1987. Prior to 1987, Mr. Moore served 12 years at Continental Bank in various corporate lending, international banking and administrative positions. Mr. Moore brings to our board of directors his substantial experience in leadership, banking and finance, strategy development, sustainability and operations management.

Thomas F. O’Neill

Mr. O’Neill has worked on Wall Street since 1972 and, as a founding principal of a nationally-recognized investment bank, he has broad experience in the areas of finance, mergers and acquisitions and business development. Mr. O’Neill specializes in working with financial institutions and his substantial experience in the finance community contributes to his role as a director and member of the AuditCompensation/Succession Committee.

Francisco Sanchez

Mr. Sanchez is a Senior Managing Director at Pt. Capital, a private equity firm focused on responsible investments in the Pan Arctic. In addition, he is the founder and Chairman of the Board of CNS Global Consulting, a firm focused on international trade and investment. He is also a non-resident Fellow at the Brookings Institution. In 2009 President Obama nominated Mr. Sanchez to be the Under Secretary for International Trade at the U.S. Department of Commerce. He was later unanimously confirmed by the U.S. Senate. Mr. Sanchez served in that role until November of 2013. There he was responsible for strengthening the competitiveness of U.S. industry, promoting trade and investment, enforcing trade laws and agreements, and implementing the President’s National Export Initiative. Mr. Sanchez will bring to our board of directors substantial experience in public policy, international trade and international investment.

Daniel Shih

Mr. Shih has served as Deputy Chairman, Executive Director and Chief Strategy Officer of Stella International Holdings Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, sincefrom May 2008.2008 to August 2013. He previously held executive positions with PepsiCo (China) Investment Ltd. and Motorola

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(China) Electronic Ltd. Mr. Shih’s qualifications to serve as a director of the company include his extensive business experience in Asia and his expertise in business strategy, leadership development, joint ventures and mergers and acquisitions.

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Kelvin R. Westbrook

Mr. Westbrook brings legal, media and marketing expertise to the board of directors. He is a former partner of a national law firm, was the President, Chief Executive Officer and co-founder of two large cable television and broadband companies and was or is a member of the board of numerous high-profile companies, including T-Mobile USA, Inc. and the National Cable Satellite Corporation, better known as C-SPAN. Mr. Westbrook currently serves on the boards of two other public companies and a multi-billion dollar not-for-profit healthcare services company.

Patricia A. Woertz

Prior to joining the company, Ms. Woertz held positions of increasing importance at Chevron Corporation and its predecessor companies. Having started her career as a certified public accountant with Ernst & Ernst, and with a broad range of executive roles at Chevron Corporation and its predecessor companies, Ms. Woertz brings to the board of directors of our company a significant amount of leadership, strategy development, risk management, mergers and acquisitions, international business, marketing, finance and technology experience.

Board Leadership Structure

Our company’s board of directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the board believes it is in the best interests of our company to make this determination based on the position and direction of our company and the constitution of the board and management team. The board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. The board has determined that having our company’s Chief Executive Officer serve as Chairman is in the best interest of our stockholders at this time. The Chief Executive Officer is responsible for the day-to-day management of our company and the development and implementation of our company’s strategy, and has access to the people, information and resources necessary to facilitate board function. Therefore, the board believes that combining the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board.

The non-management directors typically elect a Lead Director at the board’s annual meeting. Ms. Carter is currently serving as Lead Director. The board believes that naming an independent Lead Director more accuratelyproperly reflects the accountability and responsibilities that accompany a non-executive position and does not believe that our stockholders would benefit at this time by having the roles of Chief Executive Officer and Chairman of the Board filled by different individuals. Our Lead Director provides the board with independent leadership and facilitates the independence of the board from management. The duties and responsibilities of the Lead Director are set forth inIn accordance with our Corporate Governance Guidelines, as follows:the Lead Director: (i) organize, convene and preside over executive sessions of the non-management and independent directors and promptly communicate the messages and directives approved by such directors at each such meeting to the Chairman and Chief Executive Officer; (ii) presidepresides at all meetings of the board at which the Chairman is not present, including executive sessions of the Board is not present;independent directors; (ii) serves as liaison between the Chairman and the independent directors; (iii) consultconsults with the Chairman and Chief Executive Officer in establishingon meeting agendas, schedules and agendas, and in determining the information to be forwardedprovided to the directors both in conjunction with suchboard; (iv) has the authority to call meetings and otherwise; (iv) facilitate communication among the directors and between the board and the Chairman and Chief Executive Officer; (v) serve as an advisor to the board committees, chairmen of the board committees and otherindependent directors; and (vi) such other duties(v) if requested by major stockholders, ensures that he or she is available for consultation and responsibilities as assigned from time-to-time by the non-management directors consistent with the Lead Director’s role.direct communication.

In addition to appointing a Lead Director, our non-management directors facilitate the board’s independence by meeting frequently as a group and fostering a climate of transparent communication. The high level of contact between our Lead Director and our Chairman between board meetings and the specificity contained in the board’s delegation of authority parameters also serve to foster effective board leadership.

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Board Role in Risk Oversight

Management is responsible for day-to-day risk assessment and mitigation activities, and our company’s board of directors is responsible for risk oversight, focusing on our company’s overall risk management strategy, our company’s degree of tolerance for risk and the steps management is taking to manage our company’s risks. While the board as a whole maintains the ultimate oversight responsibility for risk management, the committees of the board can be assigned responsibility for risk management oversight of specific areas. The Audit Committee currently maintains responsibility for overseeing our company’s enterprise risk management process and regularly discusses our company’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our company’s risk assessment and risk management processes. The Audit Committee periodically reports to our board of directors regarding significant matters identified with respect to the foregoing. The Nominating/Corporate Governance Committee has the authority to assign oversight of risk areas to specific committees as the need arises.

Management has established an Integrated Risk Management Committee consisting of personnel representing multiple functional and regional areas within our company, with broad oversight of the risk management process. Such committee’s responsibilities and objectives include:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Based on our review of Forms 3, 4 and 5 we have received from, or have filed on behalf of, our directors and executive officers, and on written representations from those persons that they were not required to file a Form 5, we believe that, during the six-month transition periodfiscal year ended December 31, 2012, our directors and executive officers complied with all Section 16(a) filing requirements.2013, the following persons filed the number of late reports or failed to file reports representing the number of transactions set forth after his or her name: D. R. Ostermann, 1 report/1 transaction.

Executive Stock Ownership Policy

The board of directors believes that it is important for each member of our senior management to acquire and maintain a significant ownership position in shares of our common stock to further align the interests of senior management with the stockholders’ interests. Accordingly, we have adopted a policy regarding ownership of shares of our common stock by senior management. The policy calls for members of senior management to

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own shares of common stock with a fair market value within a range of one to five times that individual’s base salary, depending on each individual’s level of responsibility with our company. The stock ownership guidelines applicable to the named executive officers (as defined herein) are set forth below.

Executive Officer Stock Ownership

The following table shows the number of shares of our common stock beneficially owned as of March 11, 2013,10, 2014, directly or indirectly, by each of the individuals named in the Summary Compensation Table herein.

Common stock beneficially owned as of March 11, 201310, 2014 by all directors, director nominees and executive officers as a group, numbering 33 persons including those listed above, except for Mr. Smith,Huss, who retired as an executive officer and employee of our company effective December 31, 2013, is 16,983,93917,364,986 shares representing 2.58%2.65% of the outstanding shares, of which 363,388371,739 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 2,230,6122,826,858 shares are unissued but are subject to stock options exercisable within 60 days and no shares are subject to pledge.

Independence of Directors

NYSE Independence

The listing standards of the New York Stock Exchange, or NYSE, require companies listed on the NYSE to have a majority of “independent” directors. Subject to certain exceptions and transition provisions, the NYSE standards generally provide that a director will qualify as “independent” if the board affirmatively determines that he or she has no material relationship with our company other than as a director, and will not be considered independent if:

(1) the director or a member of the director’s immediate family is, or in the past three years has been, one of our executive officers or, in the case of the director, one of our employees;

(2) the director or a member of the director’s immediate family has received during any 12-month period within the last three years more than $120,000 per year in direct compensation from us other than for

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service as a director, provided that compensation received by an immediate family member for service as a non-executive officer employee is not considered in determining independence;

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(3) the director or an immediate family member is a current partner of one of our independent auditors, the director is employed by one of our independent auditors, a member of the director’s immediate family is employed by one of our independent auditors and personally works on our audits, or the director or a member of the director’s immediate family was within the last three years an employee of one of our independent auditors and personally worked on one of our audits;

(4) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers at the same time serves or served on the compensation committee; or

(5) the director is a current employee of, or a member of the director’s immediate family is an executive officer of, a company that makes payments to, or receives payments from, us in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

Bylaw Independence

Section 2.8 of our bylaws also provides that a majority of the board of directors be comprised of independent directors. Under our bylaws, an “independent director” means a director who:

(1) is not a current employee or a former member of our senior management or the senior management of one of our affiliates;

(2) is not employed by one of our professional services providers;

(3) does not have any business relationship with us, either personally or through a company of which the director is an officer or a controlling shareholder, that is material to us or to the director;

(4) does not have a close family relationship, by blood, marriage, or otherwise, with any member of our senior management or the senior management of one of our affiliates;

(5) is not an officer of a company of which our Chairman or Chief Executive Officer is also a board member;

(6) is not personally receiving compensation from us in any capacity other than as a director; and

(7) does not personally receive or is not an employee of a foundation, university, or other institution that receives grants or endowments from us, that are material to us, the recipient, or the foundation/university/institution.

The board of directors has reviewed business and charitable relationships between us and each non-employee director and director nominee to determine compliance with the NYSE and bylaw standards described above and to evaluate whether there are any other facts or circumstances that might impair a director’s or nominee’s independence. Based on that review, the board has determined that eleventen of its twelveeleven current members, Dr. Buckley, Messrs. Boeckmann, Crews, Dufour, Felsinger, Maciel, Moore, O’Neill, Shih and Westbrook, and Ms. Carter, are independent and that Mr. Sanchez, a director nominee, is also independent. Ms. Woertz is not independent under the NYSE or bylaw standards because of her employment with us.

In determining that Mr. Boeckmann is independent, the board considered that, in the ordinary course of business, Sempra Energy, of which Mr. Boeckmann is a director, sold utility services to our company, on an arms-length basis during the six-month periodfiscal year ended December 31, 2012.2013. The board determined that Mr. Boeckmann does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Boeckmann’s independence.

In determining that Dr. Buckley is independent, the board considered that, during the six-month period ended December 31, 2012, Stanley Black & Decker, of which Dr. Buckley is a director, sold certain repair and maintenance supplies to our company, that Hitachi Ltd., of which Dr. Buckley is a director, sold certain parts and

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equipment to our company, and that Pepsico, of which Dr. Buckley is a director, purchased certain commodity products from, and sold certain soft drink products to, our company. All such transactions were in the ordinary course of business and on an arms-length basis. The board determined that Dr. Buckley does not have a direct or indirect material interest in such transactions and that such transactions do not impair Dr. Buckley’s independence.

In determining that Ms. Carter is independent, the board considered that, during a portion of the six-month periodfiscal year ended December 31, 2012, Ms. Carter’s brother was employed by our company in a non-executive officer capacity as a compliance auditor at total annual compensation less than $120,000. The board determined that Ms. Carter does not have a direct or indirect material interest in such employment relationship and that such employment relationship does not otherwise impair Ms. Carter’s independence. Also in determining that Ms. Carter is independent, the board considered that, during the six-month period ended December 31, 2012,2013, the company purchased utility services from Westar Energy Inc. in the ordinary course of business and on an arms-length basis. Ms. Carter is a director of Westar Energy Inc. The board determined that Ms. Carter does not have a direct or indirect material interest in such utility transactions, and that such utility transactions do not otherwise impair Ms. Carter’s independence.

In determining that Mr. Crews is independent, the board considered that, in the ordinary course of business, Rock-Tenn Company, of which Mr. Crews is a director, purchased certain commodity products from our company and sold certain supplies to our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on an arms-length basis during the six-month periodfiscal year ended December 31, 2012.2013. The board determined that Mr. Crews does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Crews’ independence.

In determining that Mr. Dufour is independent, the board considered that, in the ordinary course of business, Air Liquide Group, of which Mr. Dufour is Senior Executive Vice President and a director, sold certain supplies and commodity products to our company on an arms-length basis during the six-month periodfiscal year ended December 31, 2012.2013. The board determined that this arrangement did not exceed the NYSE’s threshold of 2% of Air Liquide Group’s consolidated gross revenues, that Mr. Dufour does not have a direct or indirect material interest in such transactions, and that such transactions do not otherwise impair Mr. Dufour’s independence.

In determining that Mr. FelsingerMaciel is independent, the board considered that, in the ordinary course of business, Sempra Energy,CAOA Group, of which Mr. Felsinger wasMaciel is Chief Executive Chairman for a portion of the six-month period ended December 31, 2012,Officer, sold utility serviceautomobiles and maintenance services to our company,Company on an arms-length basis during such period.the fiscal year ended December 31, 2013. The board determined that this arrangement did not exceed the NYSE’s threshold of 2% of Sempra Energy’sCAOA Group’s consolidated gross revenues, that Mr. FelsingerMaciel does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Felsinger’sMaciel’s independence.

In determining that Mr. Moore is independent, the board considered that, in the ordinary course of business, Ralcorp Holdings, Inc., of which Mr. Moore iswas a director for a portion of the fiscal year ended December 31, 2013, purchased certain commodity products from, and sold certain products to, our company, on an arms-length basis during the six-month period ended December 31, 2012.such period. The board determined that Mr. Moore does not have a direct or indirect material interest in such transactions, and that such transactions do not otherwise impair Mr. Moore’s independence.

In determining that Mr. Westbrook is independent, the board considered that, in the ordinary course of business, Stifel Financial Corp., of which Mr. Westbrook is a director, provided certain brokerage services to our company and that BJC Healthcare,T-Mobile USA, Inc., of which Mr. Westbrook is a director, provided certain medicaltelecommunications services to our company, all on an arms-length basis during the six-month periodfiscal year ended December 31, 2012.2013. The board determined that Mr. Westbrook does not have a direct or indirect material interest in such transactions and that such transactions do not otherwise impair Mr. Westbrook’s independence.

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Corporate Governance Guidelines

The board has adopted corporate governance guidelines that govern the structure and functioning of the board and set-out the board’s policies on governance issues. The guidelines, along with the written charters of each of the committees of the board and our bylaws, are posted on our internet site,www.adm.com,and are available free of charge on written request to the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666.

Executive Sessions

In accordance with our corporate governance guidelines, the non-management directors meet in executive session at least quarterly. If the non-management directors include any directors who are not independent pursuant to the board’s determination of independence, at least one executive session includes only independent

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directors. The Lead Director, or in his or her absence, the chairman of the Nominating/Corporate Governance Committee, presides at such meetings. The non-management directors met in executive session twicefive times during Fiscal Year 2012.5.2013.

Board Meetings and Attendance at Annual Meetings of Stockholders

During the six-month period ended December 31, 2012,last fiscal year, our board of directors held fivesix meetings. All incumbent directors other than Dr. Buckley and Mr. O’Neill, attended 75% or more of the combined total meetings of the board and the committees on which they served during such period. Dr. Buckley and Mr. O’Neill were unable to attend 75% of such meetings due to travel and communications difficulties caused by Hurricane Sandy and due to the low number of meetings held during the six-month period ended December 31, 2012 as compared to the number of meetings held during a full fiscal year. With respect to the 2012 calendar year, each of Dr. Buckley and Mr. O’Neill attended 75% or more of the combined total meetings of the board and the committees on which they served. We expectOur Corporate Governance Guidelines provide that all director nomineesdirectors standing for election are expected to attend the annual stockholders’ meeting.meeting of stockholders. All director nominees standing for election at our last annual stockholders’ meeting held on November 1, 2012, other than Dr. Buckley and Mr. O’Neill,May 2, 2013, attended that meeting.

Information Concerning Committees and Meetings

The board’s standing committees are the Audit, Compensation/Succession, Nominating/Corporate Governance, and Executive Committees. Each committee operates pursuant to a written charter adopted by the board, available on our internet site,www.adm.com.

Audit Committee

The Audit Committee consists of Mr. Crews, Chairman, Mr. Dufour, Mr. O’Neill,Felsinger, Mr. Maciel, Mr. Moore and Mr. Moore.Shih. The Audit Committee met fivenine times during the six-month period ended December 31, 2012.most recent fiscal year. All of the members of the Audit Committee were determined by the board to be independent directors, as that term is defined in our bylaws, in the NYSE listing standards and in Section 10A of the Exchange Act. No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the board determines that such service would not impair such director’s ability to serve effectively on the Audit Committee. The Audit Committee reviews:

(1) the overall plan of the annual independent audit;

(2) financial statements;

(3) the scope of audit procedures;

(4) the performance of our independent auditors and internal auditors;

(5) the auditors’ evaluation of internal controls;

(6) matters of legal and regulatory compliance;

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(7) the performance of our company’s compliance function; and

(8) certain relationships and related transactions.

Compensation/Succession Committee

The Compensation/Succession Committee consists of Mr. Westbrook, Chairman, Mr. Boeckmann, Dr. Buckley, Ms. Carter, and Mr. Felsinger.O’Neill. The Compensation/Succession Committee met four times during the six-month period ended December 31, 2012.most recent fiscal year. All of the members of the Compensation/Succession Committee were determined by the board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards. standards, including the NYSE listing standards specifically applicable to compensation committee members.

The Compensation/Succession Committee:

(1) establishes and administers a compensation policy for senior management;

(2) reviews and approves the compensation policy for all of our employees and our subsidiaries other than senior management;

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(3) approves all compensation elements with respect to our executive officers and all employees with a base salary of $500,000 or more;

(4) reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies;

(5) establishes and reviews a compensation policy for non-employee directors;

(6) reviews and monitors our succession plans;

(7) approves awards to employees pursuant to our incentive compensation plans; and

(8) approves major modifications in the employee benefit plans with respect to the benefits salaried employees receive under such plans.

All of theThe Compensation/Succession Committee’s actions are reportedCommittee provides reports to the board of directors and, where appropriate, submittedsubmits actions to the board of directors for ratification. Members of management attend meetings of the committee and make recommendations to the committee regarding compensation for officers other than the Chief Executive Officer. In determining the Chief Executive Officer’s compensation, the committee considers the evaluation prepared by the non-management directors.

In accordance with the General Corporation Law of Delaware, the committee may delegate to one or more officers the authority to grant stock options to other officers and employees who are not directors or executive officers, provided that the resolution authorizing this delegation specifyspecifies the total number of options that the officer or officers can award. The charter for the Compensation/Succession Committee also provides that the committee may form subcommittees and delegate tasks to them.

For additional information on the responsibilities and activities of the Compensation/Succession Committee, including the committee’s processes for determining executive compensation, see the section of this proxy statement entitled “Compensation Discussion and Analysis”.

Nominating/Corporate Governance Committee

The Nominating/Corporate Governance Committee consists of Mr. Maciel, Chairman, and Mr. Boeckmann, Mr. Felsinger, Mr. Shih, and Mr. Westbrook. The Nominating/Corporate Governance Committee met twicefour times during the six-month period ended December 31, 2012.most recent fiscal year. All of the members of the Nominating/Corporate Governance Committee were determined by the board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards. The Nominating/Corporate Governance Committee:

(1) identifies individuals qualified to become members of the board, including evaluating individuals appropriately suggested by stockholders in accordance with our bylaws;

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(2) recommends individuals to the board for nomination as members of the board and board committees;

(3) develops and recommends to the board a set of corporate governance principles applicable to the company; and

(4) leads the evaluation of the directors, the board and board committees.

The Nominating/Corporate Governance Committee will consider nominees recommended by a stockholder, provided that the stockholder submits the nominee’s name in a written notice delivered to our Secretary at our principal executive offices not less than 60 nor more than 90 days prior to the anniversary date of the immediately preceding annual stockholders’ meeting. However, if the annual meeting is called for a date that is not within 30 days before or after such anniversary date, the notice must be received at our principal executive offices not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made (whichever first

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occurs). Different notice delivery requirements may apply if the number of directors to be elected at an annual meeting is being increased, and we do not make a public announcement naming all of the nominees or specifying the size of the increased board at least 100 days prior to the first anniversary of the preceding year’s annual meeting. Any notice of a stockholder nomination must set forth the information required by Section 1.4(c) of our bylaws, and must be accompanied by a written consent from the proposed nominee to being named as a nominee and to serve as a director if elected, and a written statement from the proposed nominee as to whether he or she intends, if elected, to tender the contingent, irrevocable resignation that would become effective should the individual fail to receive the required vote for re-election at the next meeting of stockholders. All candidates, regardless of the source of their recommendation, are evaluated using the same criteria.

Executive Committee

The Executive Committee consists of Ms. Woertz, Chairman, Ms. Carter, Lead Director, and Mr. Moore. The Executive Committee met twiceonce during the six-month period ended December 31, 2012.most recent fiscal year. The Executive Committee acts on behalf of the board to determine matters which, in the judgment of the Chairman of the Board, do not warrant convening a special board meeting but should not be postponed until the next scheduled board meeting. The Executive Committee exercises all the power and authority of the board in the management and direction of our business and affairs except for matters which are expressly delegated to another board committee and matters that cannot be delegated by the board under applicable law, our certificate of incorporation, or our bylaws.

Communications with Directors

We have approved procedures for stockholders and other interested parties to send communications to individual directors or the non-employee directors as a group. You should send any such communications in writing addressed to the applicable director or directors in care of the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666. All correspondence will be forwarded to the intended recipient(s).

Code of Conduct

The board has adopted a Code of Conduct that sets forth standards regarding matters such as honest and ethical conduct, compliance with law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and in other public communications. The Code of Conduct applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available at our internet site,www.adm.com, and is available free of charge on written request to the Secretary, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be promptly disclosed on our internet site.

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Compensation Discussion and Analysis

Introduction and Executive Summary

This Compensation Discussion and Analysis explains the process the Compensation/Succession Committee uses to determine compensation and benefits for ourthe company’s named executive officers (“NEOs”) and provides a detailed description of those programs.

In 2012, we made the decision to transition to a calendar fiscal year. As part of this transition, we implemented a six-month financial and compensation period from July 1, 2012 through December 31, 2012, hereinafter referred to as “FY2012.5”. As such, FY2012.5 reflects a partial year when considering our company performance and NEO pay.

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This discussion focuses on the compensation provided to ourthe company’s NEOs during FY2012.5,2013, who were:

How Pay is Tied to Company Performance

OurThe company’s business objectives are the foundation for our compensation programs. We believe, and our compensation programs support, that as an employee’s level in the organization or level of responsibility increases, so should the proportion of performance-based compensation. As such, ourthe executive compensation programs closely tie pay to performance and will only deliver competitive levels of compensation if we achieve our goals and enhance shareholder value.

FY2012.52013 Financial and Operating Performance

In FY2012.5,During 2013, the Company delivered solid results in a challenging business environment. The year represented a shift from tight global crop supplies to record supplies. Our team carefully managed well despite challenges fromthis transition with lean inventories and nimble operations, while at the U.S. droughtsame time improving the underlying earnings power of the organization. Throughout this period of extremes, we consistently posted solid overall financial results and from persistent, negative margins in the ethanol industry. Our results in Oilseeds and Agricultural Services demonstrate the ability of our people to manage our global asset network, to prepare for and manage in a range of market conditions.created good shareholder value. We continue to focus on better aligning ourthe company’s portfolio of businesses and enhancing our efficiencies. Our specificSpecific performance highlights included:

In 2012, the company made the decision to their lowest levels sincetransition to a calendar fiscal year. As part of this transition, the Compensation/Succession Committee implemented a six-month performance and compensation period from July 1, 2012 through December 31, 2012, hereinafter referred to as “FY2012.5”. Company pay and performance for FY2012.5 reflect a partial year. Prior fiscal years, such as FY2012 and FY2011, reflect a twelve-month performance and compensation period from July 1 through June 2010.30.This is important to consider when attempting year-to-year comparisons of company pay and performance.

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How Business Performance Determines Executive Compensation

The following charts illustrate the directional relationship between Company performance, based on three key metrics, and the compensation of ourthe company’s Chairman and Chief Executive Officer in FY2012, FY2012.5 and President in FY2011, FY2012 and FY2012.5.CY2013. These key metrics, Adjusted EBITDA, Adjusted ROIC and total shareholder return (“TSR”), were chosen because they correlate with and are reflective of long-term stockholder value. Adjusted EBITDA and Adjusted ROIC are both “non-GAAP” financial measures that are defined and reconciled to the most directly comparable amounts reported under GAAP in Annex A, “Definition and Reconciliation of Non-GAAP Measures.”

Adjusted EBIDTA ($ Billion)		Adjusted ROIC
Fiscal Year TSR		CEO Pay ($ Million)1

1 — Pay is defined as base salary paid in the year, annual incentives earned in the year but paid in the following year and annual andthe grant date fair value of long-term equity incentives earned in the year (but granted the following year). All figures for FY2012.5 represent a six-month period.

FY2012.5 NEO Earned Incentive Compensation in 2013

In FY2012.5,2013, we achieved financial performance of $1.675$3.379 billion of Adjusted EBITDA and Adjusted ROIC that was 90 basis pointsof 6.5%. These results were both above our weighted average cost of capital.the prior fiscal period’s annualized results. This performance, under our new, simplerthe company’s incentive award formula led to a cash bonus award of 75.0%69.0% of target for the NEOs.NEOs, before application of individual multipliers. The Compensation/Succession Committee subsequently can make adjustments to this award within a range of -20% to +20% based on itstheir assessment of individual and group performance (the “individual multiplier”). For FY2012.52013 performance, the Compensation/Succession Committee elected to award the CEO, COO and CFO the same individual multiplier (1.05) in recognition of their collective efforts as an executive management team and their contribution to ourthe company’s success. The Compensation/

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Succession Committee incorporated its and the full Board’s assessment of ourthe company’s CEO’s performance and our full company performance when approving Ms. Woertz’s individual multiplier. Mr. Jansen’s individual multiplier reflects his contributions to the performance of his business unit.Findlay and Mr. Smith receivedHuss were each awarded an individual multiplier of 1.0, due to his retirementand Mr. Findlay’s offer of employment, which was finalized in FY2012.5.

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The individual multipliers for our NEOs for FY2012.5 are as follows:

TheIn early 2014, the Compensation/Succession Committee granted long-term incentive (“LTI”) awards for FY2012.52013 at a basechallenge level, reflecting its assessment of ourthe company’s relative, and absolute performance for the three-year period ended December 31, 2012.2013, including our one-year TSR of 61.9%. The Committee considers multiple performance factors in making these awards, including an assessment of ourthe company’s three-year TSR compared to the S&P 100 Industrials, as well as other comparators. These awards were granted in early 2013 and will appear in our next year’s Summary Compensation Table. BecauseThe LTI awards granted in February 2013 for the six-month FY2012.5 was a partial year, these LTI awardswere awarded based on performance ended December 31, 2012, were pro-rated to half of the full-yearfull year’s award value. The LTI awards granted in August 2012, which were based on three full fiscal years of performance ended June 30, 2012,value and are shown as 2013 compensation, as required, in this year’s Summary Compensation Table.

Our change in fiscalAs noted above, FY2012.5 was a partial year, creates some fluctuations inand therefore comparing performance and pay levels across years. In our discussions of pay levels for FY2012.5, we have, as in prior fiscal years, identified the actual pay for the period as pay earned in the period, which was pro-rated for the six-month performance period.

In future years’ disclosures, as full fiscal year data are also reported and comparedfrom 2013 to this partial fiscal year we will explaindata from FY2012.5 may give the volatilityincorrect impression that is related to this timing shift, separate from the discussion of volatility that is inherent in ourcompany’s pay program is more volatile period-to-period than it is in reality. While the company’s pay program provides for changes in pay year over year due to its strong alignment with ourthe company’s financial performance. performance, direct comparisons between full fiscal years 2013 and 2012 to FY2012.5 data are misleading due to the partial year compensation in FY2012.5.

In the second table below, we illustrate the fluctuations in reported total direct compensation (salary, annual bonus and long-term incentives) levels that we expectconsider related to ourthe company’s change in fiscal year end. Because future pay decisions have not yet been made, the illustration uses award levels shown as a percent of annualized target valuesend for a hypothetical individual whose base salary, annual cash incentive and not a specific NEO.grant date fair value of LTI equity awards would otherwise have been constant over the relevant periods. For comparative purposes, the first table shows the impact of the fiscal year end change as considered by the Compensation/Succession Committee in making its award decisions.

CEO Realizable Pay

To further illustrate1 — Earned compensation differs from compensation as reported in the alignmentsummary compensation table in these graphs in the treatment of ourlong-term incentives, whose grant date fair value for purposes of earned compensation program with business performance, withis included in the period in which the awards were considered earned, which is the period immediately prior to the period in which they were granted, but for purposes of the summary compensation table is included in the period in which the awards were granted. Note that 2014 Earned Compensation has not yet been earned and represents an emphasis on stockholder value creation, we considered the relationship between pay opportunity and realizableestimate of potential earned compensation.

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pay. Realizable Pay

While most of the required compensation disclosures represent the awards thatmay be earned, realizable pay considers actual earningspay that is actually earned based on performance. For this purpose,The primary difference involves equity-based compensation, which is typically presented in the Summary Compensation Table in terms of a “grant date fair value” estimated at the time an award is granted, but which is valued for purposes of realizable pay means the sum of salary, actual cash bonus paid for each fiscal year, the current “in the money” value of stock options grantedat a specific point in the year and the current market value of restricted stock granted in the year. For each year below, the equity awards granted in each fiscal year are presented at their current realizable value, which istime based on the December 31, 2012 closing price.

The following graph shows the realizable pay of Ms. Woertz, our CEO, for eachactual market price of the fiscal years ended June 30, 2009, 2010, 2011, 2012 and for the six-month period ended December 31, 2012, and the correlation with the indexed TSR of our common stock on these dates. As the chart indicates:company’s stock.

CEO Realizable Pay Is Aligned With Stock Price

Results of 20122013 Advisory Vote to ApproveOn Executive Compensation

At the 20122013 Annual Meeting of Stockholders, we held our secondthe company’s third advisory vote on executive compensation. Approximately 90%93% of the votes cast were in favor of this advisory proposal. The Compensation/Succession Committee consideredbelieves that this favorable outcome,strong level of support, and the favorable outcomesimilarly strong levels of support manifested in prior periods, affirms broad stockholder agreement with the prior, inaugural vote,existing executive compensation programs and

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believed it conveyed our stockholders’ support of the Compensation/Succession Committee’s decisions and the existing executive compensation programs. As a result, thedecisions. The Committee considered this outcome in determining no substantive changes the Compensation/Succession Committee made to the structure of our compensation programs were focused on further enhancing transparency and stockholder value.would occur for 2014. At the 20132014 Annual Meeting of Stockholders, we will again hold an annual advisory vote to approveon executive compensation. The Compensation/ Succession Committee will continue to consider the results from this year’s and future advisory votes on executive compensation.

Program Design

The objectives of ourthe company’s executive compensation program are to:

OurThe company’s executive compensation program is built on a structure that balances short and long term performance:

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We pay an annual cash incentive only if ourthe company’s overall performance warrants. OurThe company’s annual cash incentive program emphasizes company-wide performance objectives to encourage the executives to focus on overall company success and leadership to generate the most value across the entire company. Our assessment of company performance is directly tied to stockholder expectations by ensuring the delivery of threshold levels of Adjusted EBITDA and Adjusted ROIC before awards may be earned (see Annex A — “Definition and Reconciliation of Non-GAAP Measures”).earned. Individual performance and the Compensation/Succession Committee’s informed judgment are incorporated to ensure actual awards appropriately reflect ourthe company’s operating environment and individual executive contributions.

OurThe company’s LTI program is designed to reward sustained performance based on a review of three years of performance.and to retain talented executives and employees. The Compensation/Succession Committee conducts a thorough assessment of multi-year, typically three-year, performance incorporating perspective on company and market factors, including relative and absolute stockholder return and strategic, operating, and financial milestones, when determining the portion of an executive’s target award that should be granted, but focuses largely on ourthe company’s TSR performance compared to the S&P 100 Industrials. The Compensation/Succession Committee based on its assessment of the prior three years of performance, awarded LTIgranted pro-rated awards in August 2012 at the base award level upon completion of fiscal year 2012. These awards were granted in FY2012.5 and, as required by the SEC, appear in the FY2012.5 Summary Compensation Table. Pro-rated LTI awards were also granted for FY2012.5 to reflect one-half year of service and relative TSR performance for the three-year period from January 1, 2010 — December 31, 2012. The Committee elected to award these grants at the base level to maintain alignment with stockholders and help to retain ourthe company’s executive talent.

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However, these awards are below the targeted competitive level of compensation due to ourthe company’s below-median TSR.TSR for that three-year period. These adjusted FY2012.5 awards will appear in nextthis year’s proxy statement as grants made in 2013 even though they are reflective of prior performance. The Committee granted LTI awards in 2014 in consideration of relative TSR performance from January 1, 2011 — December 31, 2013. These awards were made at the “challenge” level, reflecting our three-year TSR performance, which approximated the median of the S&P 100 Industrials and the company’s exceptional 2013 TSR of 61.9%.

Executive Compensation Best Practices

We annually review all elements of NEO pay and, where appropriate for our business and talent objectives and our stockholders, may make changes to incorporate and maintain current best practices.

On-goingOngoing Best Practices:

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1 — During FY2012.5, two NEOs received a company automobile. Mr. Jansen, like all Business Unit heads, was eligible during FY2012.5 for a company-provided automobile. Until his retirement on December 31, 2012, Mr. Smith also received a company automobile.

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Oversight of Executive Compensation

What is the Role of the Compensation/Succession Committee?

The Compensation/Succession Committee is composed solely of independent directors and is responsible to the board of directors and ourthe company’s stockholders for establishing ourthe company’s compensation philosophy and establishing and administering ourthe company’s compensation policies and programs consistent with this philosophy. The Compensation/Succession Committee’s responsibilities are set forth in the Compensation/Succession Committee’s charter, which is available on the investor relations section of ourthe company’s website. Additional information regarding the Compensation/Succession Committee’s authority to determine compensation can be found herein under the caption “Compensation/Succession Committee.”

What is the Role of the Board?

The board approves the company’s business plan, which is one of the factors used to set financial business objectives for the annual cash incentive plan. The non-management directors establish and approve all performance criteria for evaluating the CEO and annually evaluate the performance of the CEO based on these criteria. The non-management directors also ratify the CEO’s compensation. When asked by the Compensation/Succession Committee, the board can also provide input and ratification on any additional compensation-related issues. The board also conducts an annual review of the company’s performance.

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What is the Role of the Compensation/Succession Committee Consultant?

The Compensation/Succession Committee retained Pay Governance LLC as its independent executive compensation consultant. Pay Governance provides no other services to the company. The independent compensation consultant reports directly to the Compensation/Succession Committee, and provides the Compensation/Succession Committee with objective and expert analyses and independent advice on executive and director compensation, and other matters in support of the Compensation/Succession Committee’s responsibilities under its charter. Each Compensation/Succession Committee meeting includes an executive session where the Compensation/Succession Committee meets exclusively with the independent consultant; company management is not included in these meetings. Outside of these meetings, the independent consultant interacts with ourthe company’s management team solely on behalf of the Compensation/Succession Committee to assist the Compensation/Succession Committee in fulfilling its duties and responsibilities. The Compensation/Succession Committee will only retain consultants that it believes will provide independent advice. The Compensation/Succession Committee has assessed the independence of Pay Governance pursuant to the SEC’s and NYSE’s rules and concluded that the work Pay Governance has performed does not raise any conflict of interest.

What are the Roles of Executives?

To assist the Compensation/Succession Committee in determining compensation for the other NEOs, ourthe company’s CEO participates in discussions with the Compensation/Succession Committee regarding the officers’ performance and compensation. She provides the Compensation/Succession Committee with her assessment of the NEOs’ performance, both as individuals and with respect to the functions or business units they oversee. She also recommends to the Compensation/Succession Committee, but does not determine or vote on, the specific amount of compensation that should be paid to the other NEOs.

OurThe company’s Senior Vice President of Human Resources administersoversees all employee compensation and the administration of benefits programs, withunder the oversight and supervision bydirection of the Compensation/Succession Committee. He prepares the majority of the materials for the Compensation/Succession Committee meetings and provides analyses that assist the

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Compensation/Succession Committee with its decisions, such as summaries of competitive market practices, summaries of ourthe company’s succession planning actions, and reports regarding ourthe company’s performance. In addition, throughout the year, he facilitates meetings with management to help the Compensation/Succession Committee gain a better understanding of company performance. He ensures that the Compensation/Succession Committee is provided a rigorous assessment of year-to-date performance at each Compensation/Succession Committee meeting. At the direction of the Chairman, ourthe company’s Senior Vice President of Human Resources involves other members of management in portions of the Compensation/Succession Committee meetings to participate in discussions related to company and individual performance and ourthe company’s compensation and benefit programs. OurThe company’s executives leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to attend by the Compensation/Succession Committee.

How Do the Committee’s Decisions Incorporate OurThe Company’s Executive Compensation Objectives?

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We do not use these comparator groups to assess annual company financial performance. Company performance is assessed annually using the two key financial performance metrics of Adjusted EBITDA and Adjusted ROIC. In seeking to provide a competitive target total direct compensation package, the Compensation/Succession Committee reviews comparator group compensation data, both with respect to total direct compensation and compensation elements, as a general reference to make compensation decisions, but does not establish specific compensation parameters based on such data. In this regard, the Compensation/Succession Committee considers target total direct compensation to be competitive if it is within a range of 80-130% of total direct compensation of the market 50th percentile for comparable positions and responsibilities among comparator groups described above. While positioning to the comparator market data is considered, other factors ultimately determine how a named executive officer is paid, including individual responsibilities, an executive’s experience and tenure, individual performance, and business objectives.

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Elements of Compensation

Executive Compensation Elements

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How are the Elements Used to Deliver Total Pay?

OurThe company’s NEOs excluding Mr. D.J. Smith,Huss¹ received, on average, 81%85% ofactualtotal direct compensation in variable pay and 65%70% ofactual total direct compensation in equity awards for FY2012.5.CY2013. Although the Compensation/Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, we do place greater emphasis on variable pay for executives with more significant responsibilities, reflecting their greater capacity to affect ourthe company’s performance and results. The charts below present the mix ofactualpaytotal direct compensation received for FY2012.51.CY2013².

What Elements were Used to Deliver Mr. Findlay’s Total Pay for CY2013?

At the time Mr. Findlay was hired, we were partway through CY2013. Though we did not provide any form of employment agreement, we did commit to certain initial compensation terms.

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Beginning with CY2014, Mr. Findlay will participate in the same programs as all other NEOs.

Base Salary

How are Base Salaries Determined?

Base salaries are established based on an NEO’s position, skills, performance, experience, tenure and responsibilities. Competitiveness of base salary levels is assessed annually relative to salaries within the marketplace for similar executive positions. Increases may be considered for various factors such as individual performance, changes in responsibilities, and/or changes in competitive marketplace levels. Our company’s historical emphasis on base salaries and its more recent emphasis on increasing the proportion of variable compensation elements have led the Compensation/Succession Committee to hold base salaries steady over the four fiscal years ended June 2012 for the CEO and NEOs, except with respect to certain promotions and role changes.

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What Were the Base Salary Increases for Named Executives?

Based on FY2012 performance,The only increase to base salary that the Compensation/Succession Committee determinedmade for CY2013 was a 2% increase for the Chief Risk Officer in recognition of his strong performance. (Due to increasethe timing of the company’s salary adjustments, base salaries presented in September 2012 for the COO (5%), CFO (3.3%) and President Global Oilseeds (3.3%Summary Compensation Table below differ slightly from how we consider annualized salary levels.). For FY2012.5 performance the Compensation/Succession Committee determined to hold base salaries of the NEOs steady, with exception of the President Global Oilseeds who received a 2.0% increase, in order to recognize his individual and business performance.

Annual Cash Incentives

How Do We Calculate Annual Cash Incentives?

In 2012, we made the decision to transition to a calendar fiscal year. As part of this transition, we implemented a six-month financial and compensation period (FY2012.5). As such, July 1, 2012 through December 31, 2012 reflects a partial year. Compensation opportunity levels and related performance goals were established for this six-month period.

Beginning with the six-month transition period ended December 31, 2012, we adopted a new annual incentive program. The program iswas a significant shift from ourthe company’s prior program design in that it is a simple profit-sharing design. NoWe maintained this program for CY2013. Under this program design, no awards can be earned if we do not achieve a threshold level of Adjusted EBITDA, which provides forat least equal to the paymentamount of dividendsthe company’s dividend payments and after-tax interest expenses. Onceexpenses for the year. Under the 2013 program design, once the threshold level of Adjusted EBITDA iswas earned, 1.1% of Adjusted EBITDAabove that level will be usedwas allocated to fund the annual incentive pool. This value willwas then be adjustedsubject to adjustment based on Adjusted ROIC performance; if ourthe company’s Adjusted ROIC iswas more than 2% below ourthe company’s weighted average cost of capital, the pool willwas to be reduced by 10%, and if it iswas more than 2% above ourthe company’s weighted average cost of capital, the pool willwas to be increased by 10%. Board of Directors’ discretion is no longer imbedded in the formula. The individual performance factor for NEOs continues to be 0.80 to 1.20 , and is assessed by the Compensation/Succession Committee incorporating elements such as safety, compliance with The ADM Way, and other individual and group factors.

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Annual cash incentives are determined by the degree to which company financial performance expectations are achieved and the Compensation/Succession Committee’s independent assessment of ourthe company’s performance. This outcome may then be adjusted within a range of -20% to +20% based on the Compensation/Succession Committee’s assessment of individual and group performance. The formula used to calculate an annual cash incentive payout for NEOs can be expressed as follows:

1 — For illustrative purposes, a 1.151.05 individual multiplier is used. Individual multipliers vary by NEO based on the Compensation/Succession Committee’s assessment of individual performance and contribution to ourthe company’s success.

How is the Individual Performance Multiplier Determined?

For FY2012.5,CY2013, the Compensation/Succession Committee elected to award the CEO, COO and CFO the same individual multiplier of 1.151.05 in recognition of their collective efforts as an executive management team and their contribution to achieving significant financial results for FY2012.5CY2013 and planning for future strategic initiatives to grow stockholder value. The Compensation/Succession Committee incorporated its and the full Board’s assessment of ourthe company’s CEO’s performance and our full company performance when approving Ms. Woertz’s individual multiplier. Mr. Jansen’s individual multiplier of 2.0 reflects his contributions to the performance of the global oilseeds business unit. Mr. Smith receivedMessrs. Findlay and Huss were each awarded an individual multiplier of 1.0 due to his retirement in FY2012.5.recognition of their efforts during transition years — Mr. Findlay joining ADM in July 2013 and Mr. Huss retiring at the end of 2013.

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What is the Resulting Annual Cash Incentive for Each NEO?

The purpose of the annual cash incentive program is to reward performance based on the achievement of company, business and individual objectives. At the start of each fiscal year, the Compensation/Succession Committee approves minimum, target, and maximum annual cash incentive levels for each NEO. Target annual cash incentive levels are expressed as a percentage of salary. Based on company and individual performance, annual cash incentive payouts can range between 0% and 240% of the target annual cash incentive. Based on the determination of the company and individual performance factors as described above, each NEO received an annual cash incentive for FY2012.5CY2013 equal to 75.0%69.0% of his or her target annual cash incentive, which was then adjusted by each NEOs individual multiplier and prorated to reflect the six-month transition period.multiplier.

1 — Pursuant to his offer of employment, we agreed to provide Mr. Findlay a target $700,000 non-equity incentive for CY2013. In future years in which Mr. Findlay is an employee for the entire fiscal year, his incentive will be determined in the same manner as the other NEOs.

Equity-Based Long-Term Incentives

OurThe company’s long-term incentive program (“LTI Program”) aligns the interests of executives with those of stockholders by rewarding the achievement of long-term stockholder value, supporting stock ownership, and encouraging long-term service with the company. In the following sections, we discuss the process for determining equity grants delivered under ourthe company’s LTI Program.

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In terms of grant size and grant form, ourthe company’s LTI awards are determined based upon the Compensation/Succession Committee’s assessment of performance during the prior three fiscal years. For example, equity grants made in early FY2012.5 (August 2012)CY2013 (February 2013) reflected the Compensation/Succession Committee’s assessment of FY2010-FY2012 performance.performance from January 1, 2010 through December 31, 2012. This concept of making grants based on the assessment of prior performance is similar in approach to ourthe company’s annual cash incentive plan. As such, ourthe company’s equity-based long-term incentive grants are performance based. The Compensation/Succession Committee’s assessment of performance considers the company’s TSR performance relative to the S&P 100 Industrials as well as multiple other performance factors as well asand economic conditions, and is not strictly formulaic. OurThe company’s equity grants reflect a historical three-year performance comparison. The August 2012February 2013 grants appear in the Grants of Plan-Based Awards table and are reflected in the Summary Compensation Table information for FY2012.5CY2013 because the SEC requires companies to report LTI awards for the fiscal year during which they were granted, even if they are based on performance during earlier fiscal years.

How Did We Determine LTI Awards Granted in August 2012?February 2013?

Actual awards for FY2012.5 were granted at the base level and awarded in February 2013. The base level provides an award that provides below-market compensation to reflect the company’s below-median TSR growth. The Compensation/Succession Committee made this award in recognition of ongoing improvements in operations and the desire to create continued retention and shareholder alignment among the company’s executive team. To further enhance the performance orientation of the company’s programs , the awards for FY2012.5 were granted in a mix of vehicles: 50% of the aggregate grant date fair value in RSUs, 25% in stock options and 25% in performance share units. The performance share units only vest at the end of a three-year performance period if performance warrants. For the performance share units to vest, we must annually achieve an Adjusted ROIC equal to or better than the company’s weighted average cost of capital (WACC) in calendar years 2013, 2014, and 2015. In one of those three years, we must also achieve an Adjusted ROIC of WACC+2 percent. These performance share unit awards grantedwill be settled in August 2012, we reducedshares of the maximum LTI opportunitycompany’s common stock on a 1 for all executives and eliminated “target” award levels. We made this change to: clarify the emphasis on three-year TSR as the key determinant of grant sizes, acknowledge that1 basis in March 2016 only if these goals are achieved. If the performance against TSR would likely never require grants atgoals are not achieved, the existing maximum opportunity levels,award is forfeited and reduce the overall impact that discretion may have on equity award values.no shares will be earned.

At the start of FY2012,FY2012.5, base, challenge and premium LTI grant values were established for each NEO. Under this structure, competitive grants are only provided if ourthe company’s TSR is at or above median of the applicable market comparisons reviewed by the Compensation/Succession Committee. The Compensation/Succession Committee may grant “base” awards to maintain the appropriate alignment between management and stockholders through the opportunity to realize future equity value and to provide for necessary retention of ourthe company’s key executive talent.

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Challenge awards are intended to result in competitive total direct compensation levels when combined with base salaries and annual target cash incentives. For the August 2012February 2013 awards, the Compensation/Succession Committee determined that the NEOs would receive a “base award.” These awards primarily reflect ourthe company’s three-year TSR, compared to the S&P 100 Industrials, but the Compensation/Succession Committee also considers ourthe company’s one-year, three-year and five-year relative TSR compared to the S&P 100

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Industrials, ourthe company’s custom comparator group and the peer group identified by Institutional Shareholder Services Inc. in its review of our FY2012the company’s FY2012.5 executive compensation programs, as well as ourthe company’s challenges in delivering against ourthe company’s operating and financial goals and management’s significant work in FY2012FY2012.5 to better position ourthe company for future growth. The Compensation/Succession Committee also considers the awards to provide a strong alignment with stockholders, particularly the portion (50%(25%) granted in stock options which have no value to the executive if stockholder value is not created and the portion (25%) delivered in performance share units which can only be earned if the company’s Adjusted ROIC performance warrants. The portion (50%) granted in restricted stock units (RSUs) to providetime-vested RSUs provides for the necessary retention of key talent.

Equity Grants Made in August 2012 (Reflecting FY2010-FY2012 Performance)

The LTI Program allows executives an opportunity to earn long-term incentive grants that reward differing levels of performance and, if earned at maximum performance, could result in top quartile pay of total direct compensation. The Compensation/Succession Committee utilizes its discretion and informed judgment to assess the prior three years of absolute and relative performance in determining if any awards should be provided above or below the challenge award level. A formulaic approach was not utilized due to the challenges of setting business objectives and aligning compensation with performance in an industry where results are highly-impacted by external factors, such as weather, crop disease, government programs, and other factors beyond management’s control. As a result, the Compensation/Succession Committee has determined that a rigorous review of a wide range of absolute and relative performance measures is appropriate to make an informed decision. For awards made in August 2012, the Compensation/Succession Committee used its discretion and informed judgment in deciding to grant a base award to each NEO then employed by the Company.

The Compensation/Succession Committee retains the discretion to make equity grants in any form or percentage mix it deems appropriate. Generally, the Compensation/Succession Committee has provided equity grants that are delivered 50% in stock options and 50% in RSUs, based on the fair market value on the date of grant, which was the mix used for the August 2011 awards. The grants made in August 2012 were also delivered 50% in stock options and 50% in restricted stock units.

Vesting conditions of ourthe company’s equity awards granted in February 2013 generally are as follows:

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Rewards for Returns

In September of 2012, we established a one-time award program to create additional emphasis on working together to manage costs and earn higher returns on our invested capital. This company-wide program, in which all of our bonus-eligible employees participate, was not offered to individuals designated as NEOs at the time of the award. This program, which we call “Rewards for Returns,” provides the opportunity for an individual to earn 125% of his or her annualized FY2012.5 annual incentive target overcompany during a three-year period based on the achievement of ROIC goals. To earn the award, we must consistently achieve an Adjusted ROIC equal to or better than WACC in 2013, 2014, and 2015. In onesale of the three years, we must achieve an Adjusted ROICcompany or amidst certain personal circumstances. These provisions also increase the value of WACC+2 percent. Thesethe awards will be settledto the NEOs, which in March 2016 only if these goals are achievedturn, enhances retention. For grants with respect to FY2012 and beyond, a non-compete provision was added allowing the participant is still employed at our company. Mr. Jansen is the only current NEO participating in this program. His total opportunity under this program is $500,000 which was granted in September 2012ability to cancel any unvested awards to retirees in the form of performance share units.event they work for a competitor.

Equity Grants Made in February 20132014 (Reflecting 2010-2012.52011-2013 Performance)

Beginning with the six-month transition period ended December 31, 2012, the Compensation/Succession Committee increased the award opportunities for the CEO, COO, and CFO under the long-term incentive award program. The Compensation/Succession Committee made these adjustments in recognition of: a) competitive market comparisons that suggest our historical target award opportunities are below market, b) the increased performance orientation and challenge associated with earning incentive awards, and c) the continued significant individual contributions of these officers to our company.

Actual awards granted for FY2012.5CY2013, which were grantedmade at the base level. The basechallenge level provides an award that provides below-market compensation to reflect our below-median TSR. The Committee made this award in recognitionFebruary 2014 reflecting the company’s three-year TSR performance, which approximated the median of our strong financial performance and ongoing improvements in operationsthe S&P 100 Industrials and the desire to create continued retention and shareholder alignment among our executive team. To further enhance the performance orientationcompany’s exceptional 2013 TSR of our programs, the awards for FY2012.5 were granted in a mix of vehicles: 50% RSUs, 25% stock options and 25% performance share units. The performance share units may only vest at the end of a three-year performance period if performance warrants. The performance vesting criteria are similar to the “Rewards for Returns” program described above. If ROIC goals are achieved as of March 31, 2016, the awards will vest. If the performance goals are not achieved, the award is forfeited and no shares will be earned.61.9%.

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Does the Company Have a Policy for When Grants are Made?

The Compensation/Succession Committee grants all equity awards to NEOs, and no attempt is made to time the granting of these awards in relation to the release of material, non-public information. The exercise price of all stock options is set at fair market value (as determined in accordance with the applicable incentive

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compensation plan) on the grant date. Under the 2009 Incentive Compensation Plan, fair market value is the closing market price of ourthe company’s common stock on the last trading day prior to the date of grant. The Compensation/Succession Committee meets during the first fiscal quarter of each fiscal year and determines the annual equity awards granted to NEOs. These awards are issued promptly following the date of the Compensation/Succession Committee’s meeting and approval. In addition to annual awards, the NEOs may receive awards when they join the company or change their status, including promotions.

Benefits

What Retirement Benefits are Provided?

The company provides the following programs to NEOs to support the attraction, retention and motivation of these employees. With few exceptions, ourthe company’s philosophy is to offer the same benefits to all U.S. salaried employees as is offered to ourthe company’s NEOs.

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What Other Benefits are Provided to NEOs?

We provide a benefits package for employees (including NEOs) and their dependents, portions of which may be paid for by the employee. Benefits include: life, accidental death and dismemberment, health (including prescription drug), dental, vision, and disability insurance; dependent and healthcare reimbursement accounts; tuition reimbursement; paid time-off; holidays; and a matching gifts program for charitable contributions. NEOs have the same benefits package as other employees.

What Perquisites are Provided to NEOs?

Perquisites are an additional form of income to the executives, as shown in the Summary Compensation Table and the executives are individually responsible for any taxes related to this income. Historically, an automobile was provided to NEOs, which they could also use for personal purposes. However, our CEO, COO and CFO have all voluntarily declined this benefit since FY2012. During FY2012.5, two of our NEOs received use of a company-provided automobile. Mr. Jansen, like all Business Unit heads in FY2012.5, was eligible for an automobile. The Company transferred to Mr. Smith, as provided for in his Separation Agreement, on or about December 31, 2012, the company-owned automobile used by him. We provide Ms. Woertz and the other NEOs, as approved by ourthe company’s CEO, with personal use of company-owned aircraft. Given the location of our headquarters in Decatur, Illinois, theThe Compensation/Succession Committee requires that Ms. Woertz have access to the aircraft for personal use for security and efficiency reasons. The NEOs are responsible for any taxes on imputed income related to the provision of this perquisite. See the notes to the Summary Compensation Table for a description of other perquisites provided to the NEOs.

Employment Agreements, Severance, and Change-in-Control Benefits

What Employment Agreements are in Place?

With respect to ourthe company’s NEOs, only Ms. Woertz, our CEO, has an employment agreement, which was entered into in May 2006 when she joined our company. The employment agreement provides for employment “at will” and does not have a specified contract term. Ms. Woertz’s compensation has been determined, to a significant degree, by the terms of her employment agreement. Prior to approving the

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employment agreement, the Compensation/Succession Committee considered the advice of a compensation consultant, analyzed information regarding the total compensation provided to the chief executive officers of other public companies of a comparable size, and considered the attributes Ms. Woertz would bring to the positions of President and Chief Executive Officer in the context of the competitive marketplace and the greater responsibilities of the President and Chief Executive Officer relative to other Company executives.

Under Ms. Woertz’s employment agreement, she is provided benefits upon termination without cause or resignation for good reason as described herein under the caption “Termination of Employment and Change-in-Control Arrangements”. If the termination occurs within 2 years of change-in-control, these benefits are increased.

In addition, if the payments following a change-in-control termination exceed the IRS statutory limit and result in the imposition of an additional excise tax, she will receive a gross-up payment to cover the excise tax. Ms. Woertz is also subject to a 2-year non-compete and 2-year non-solicitation provision following termination without cause or resignation for good reason.

What Other Severance Benefits are Provided to NEOs?

In connection with Mr. Smith’sHuss’ decision to retire, the company and Mr. SmithHuss entered into a separationretirement agreement on May 3, 2012August 2, 2013 that governs the terms of his ceasing to be an active employee and an officer of the company. Pursuant to the separation agreement, Mr. Smith’sHuss’ retirement was effective December 31, 2012,2013, and in connection therewith: (i) Mr. SmithHuss received $1,802,800 in cash, one$1,092,000 upon completion of the agreement, half of which was paid shortly after the

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separation retirement agreement was signed and the other half was paid shortly after December 31, 2012;2013; (ii) Mr. SmithHuss received shortly after December 31, 20122013 a cash payment equal to the value of his accrued but unused vacation;vacation, (iii) the company transferred to Mr. SmithHuss on or about December 31, 2012,2013, the company-owned car used by him and certain communications equipment used by him; and (iv) balances in Mr. Smith’s healthcare coverage was extended untilHuss’ deferred compensation account were transferred to him shortly after December 31, 2013; and (v) Mr. Huss was paid his CY 2013 bonus award based on the same terms as would have been available to him had he remained employed by the company through such date.actual performance. The separation agreement also provides that except for payments and benefits under specified benefit plans and previously granted equity award agreements, Mr. SmithHuss will not be entitled to payments or benefits beyond those specified in the separationretirement agreement. In addition, Mr. Huss forfeited outstanding unvested performance-based awards tied to the company’s Rewards for Returns program, which related to multi-year Adjusted ROIC and WACC performance. Under the separation agreement, Mr. SmithHuss is subject to non-compete and non-solicitation obligations for one yeartwo years after his employment ends and agrees to release of any claims he may have against the company.

With the exception of the CEO’s employment agreement, Mr. Findlay’s offer letter, and Mr. Huss’s agreement described above, we currently have no other contractual arrangements with ourthe company’s NEOs. The Compensation/Succession Committee retains discretion to provide the remaining NEOs severance benefits upon their termination of employment. To guide this discretion, the Compensation/Succession Committee has adopted a severance program. This program serves as a guideline for the severance benefits that may be provided to various levels of employees upon termination of their employment without cause or their resignation with good reason, but the program does not create a contractual right to receive any severance benefits on the part of the employee. The guidelines contained in the program for executive officers include the following termination benefits, subject, in all cases, to the discretion of the Compensation/Succession Committee to increase or decrease these benefits:

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In addition, the Compensation/Succession Committee generally requires each executive to enter into a non-competition and non-solicitation agreement in exchange for receiving severance under the program.

What Change-in-Control Benefits are Provided?

If a change-in-control occurs with respect to ourthe company, the equity grants other than certain performance stock unit awards granted prior to 2013 held by ourthe company’s executive officers generally will vest immediately pursuant to the terms of these awards. The Compensation/Succession Committee believes that this accelerated vesting is an appropriate provision to provide the executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of a change-in-control of the company. This assurance increases the value of these awards to the executives, which in turn enhances retention.

Additional Executive Compensation Policies

Does the Company Have a Clawback Policy?

For many years weWe have included clawback provisions in ourthe company’s long-term incentive award agreements that provide us with the ability to recover long-term incentive compensation for a broad range of reasons. This aggressive approach to recoupment of long-term incentive compensation reflects ourthe company’s commitment to protecting stockholder value.

For awards granted in August FY20122012 and beyond, we have implemented an additional clawback policy for all cash and equity-based long-term incentive awards. Specifically, this policy provides for the recoupment of

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any cash or equity incentive awards for a period of three years from the date of award. We will clawback incentive payments made to NEOs and certain other members of our senior management in the event of a financial restatement or ethical misconduct. As regulatory requirements regarding recoupment of executive compensation continue to evolve, we will review and update ourthe company’s policies to, at the very least, be compliant with all current requirements.

Are There Policies in Place That Restrict Transactions Involving OurThe Company’s Stock?

Pursuant to ourthe company’s Insider Trading Policy, employees and directors may not engage in short selling, speculative trading, or hedging transactions involving ourthe company’s stock, including writing or trading in options, warrants, puts and calls, prepaid variable forward contracts, equity swaps or collars, or entering into other transactions that are designed to hedge or offset decreases in the price of ourthe company’s securities. In addition, employees and directors are required to review any pledging of Company securities with the Company’s General Counsel prior to engaging in such activity.

OurThe company’s Insider Trading Policy also provides that all transactions in our company’s securities by ourthe company’s directors, the NEOs and certain other officers and employees must be pre-cleared by ourthe company’s law department.

What Role Does Section 162(m) of the Internal Revenue Code Have in the Design of Executive Compensation Programs?

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation paid in excess of $1 million annually to the CEO and the three other most highly-compensated executive officers, other than the Chief Financial Officer, unless the compensation in excess of $1 million qualifies as “performance-based” compensation. Performance-based compensation for these purposes generally does not include salaries, incentive compensation for which the company’s stockholders have not approved the business criteria upon which applicable performance goals are based, and incentive compensation (other than stock options and stock appreciation rights) the payment of which is not based on the satisfaction of objective pre-established performance goals or as to which a compensation committee has discretion to increase the

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amount of the payout. The Compensation/Succession Committee retains the discretion to provide compensation that may not be tax deductible if it feels these actions are in the best interests of the Company and its stockholders. The Compensation/Succession Committee believes that the amount of any expected loss of a tax deduction under Section 162(m) will be insignificant to the Company’s overall tax position.

Has the Company Evaluated Its Compensation Programs as They Relate to Risk?

On an ongoing basis, management assesses potential risks associated with compensation decisions and discusses them with the Compensation/Succession Committee if warranted. To date, we have not identified any incentive compensation programs that encourage inappropriate risk taking. We have established a policy under which we engage an outside consultant every other year to review ourthe company’s programs and independently assess the risk in them.

During FY2011,CY2013, ADM engaged an outside consultant, The Hay Group (“Hay”), to assist the Compensation/Succession Committee in evaluating the risk in ourthe company’s compensation programs. In conducting an independent assessment, Hay reviewed all of ourthe company’s incentive compensation programs and determined there were no compensation programs that encourage inappropriate risk-taking or the manipulation of earnings. The detailed findings of this review were discussed with management and presented to the Compensation/Succession Committee in August 2011. The program changes that were made to our annual incentive plan beginning in FY2012.5 enhance the direct alignment of our incentives with earnings and the overall transparency of our program, which further mitigates the potential for undue risk in our incentive plans.November 2013.

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How Does the Company Address Liabilities Associated With Retirement Programs?

The Compensation/Succession Committee is mindful that the non-qualified deferred compensation and supplemental retirement plans create financial statement liabilities. We do not set amounts aside in a “rabbi” trust for the benefit of participants in the deferred compensation or supplemental retirement plans. However, the deferred compensation plans have “rabbi” trust funding triggers in the event of a potential change in control of the Company. This trigger provides some measure of assurance to employees that amounts they have chosen to defer from their current compensation will be held for their benefit, although still subject to creditor claims as required under the applicable tax law. In maintaining the non-qualified plans, the Compensation/Succession Committee has duly considered that the federal income tax deduction available to the company occurs at the same time that participants are paid benefits from the applicable plan.

The company is required to fund its qualified pension plans in a manner consistent with the minimum funding requirements of the Internal Revenue Code and the Employee Retirement Income Security Act. Historically, the company has made contributions in excess of the minimum to maintain its plans at or near a full funding level relative to the accrued benefit obligation.

Compensation/Succession Committee Report

The Compensation/Succession Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation/Succession Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation/Succession Committee Interlocks and Insider Participation

None of the members of the Compensation/Succession Committee is or has been an employee of ourthe company or any of ourthe company’s subsidiaries. There are no interlocking relationships between ourthe company and other entities that might affect the determination of the compensation of ourthe company’s executive officers.

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Summary Compensation Table

The following table summarizes the compensation for the fiscal years noted in the table of our principal executive officer, principal financial officer, and our three other most highly-compensated executive officers who were serving as executive officers on December 31, 20122013 (collectively, the “named executive officers”).

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Aggregate incremental cost to our company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to home security systems, and executive healthcare services and moving expenses, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-owned aircraft, incremental cost is based solely on the cost per hour to the company to operate the aircraft, and does not include fixed costs that do not change based on usage, such as purchase costs of the aircraft and non-trip-related hangar expenses. Our direct operating cost per hour of an aircraft is based on the actual costs of fuel, on-board catering, aircraft maintenance, landing fees, trip-related hangar and parking costs, and smaller variable costs, divided by the number of hours the aircraft was operated during the year. In the case of personal use of company-owned automobiles, incremental cost is based on the direct costs to operate the vehicle, such as maintenance, fuel, registration and parking fees, and does not include fixed costs to acquire or lease the vehicle.

Employment Agreements

In connection with the election of Ms. Woertz as our President and Chief Executive Officer, we and Ms. Woertz entered into Terms of Employment dated as of April 27, 2006. Pursuant to the Terms of Employment, the board approved an initial annual salary for Ms. Woertz of $1,200,000 and approved a target annual bonus of at least 125% of her annual salary. Pursuant to the Terms of Employment, there shall be no reduction in Ms. Woertz’s initial $1,200,000 annual salary as a result of subsequent salary reviews. Ms. Woertz is also entitled to receive, pursuant to the Terms of Employment, other benefits and perquisites comparable to those received by her predecessor as Chief Executive Officer or, if more favorable, other ADM senior officers. Provisions of Ms. Woertz’s Terms of Employment relating to termination of her employment and change-in-control of our company are described below in the “Termination of Employment and Change-in-Control Arrangements” section.

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Grants of Plan-Based Awards During Fiscal Year 2012.52013

The following table summarizes the grants of plan-based awards made to our named executive officers during the `six-month periodfiscal year ended December 31, 2012.2013.