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 Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to
§240.14a-12

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):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


A Letter from the CEOLOGO

 

Check box if any part

LOGO

Juan R. Luciano

B O A R D C H A I R A N D C E O

Dear Stockholders,

ADM’s 2023 performance continued to demonstrate the strength of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Scheduleour business fundamentals and the dateoverall effectiveness of our strategy. Over the last decade, we’ve extended our value chain and broadened our portfolio of businesses, building a more resilient ADM that is able to deliver strong results even in challenging operating environments.

In 2023, we delivered adjusted earnings per share of $6.98 and trailing 4Q average adjusted return on invested capital of 12.2%, all while returning $3.7 billion to shareholders via dividends and share repurchases. Throughout the year, our 42,000 colleagues around the globe continued to advance strategic initiatives that are serving our customers’ evolving needs, from launching regenerative agriculture in South America and Europe, to commissioning our joint venture oilseed facility in North Dakota, to expanding our starch capacity to serve customer needs across food and industrial products. We also continue to drive a path to decarbonization that not only accelerates ADM’s Strive 35 efforts, but also supports our customers’ growing need for low-carbon solutions.

Now, as we advance through 2024, we are focused on continuing to build a stronger ADM for the future, executing strategic initiatives that provide strong growth prospects while remaining firmly committed to our productivity efforts to drive efficiencies, cost savings and cash generation.

Safety is core to ADM’s culture, but our track record for continuous progress suffered a setback in 2023. We remain committed to safety as our highest priority, and we are taking an array of aggressive actions to make sure our future performance returns to the positive trajectory we’ve seen in the past.

Part of building a better ADM is ensuring we take every measure to improve performance where needed, including simplification and optimization within our Nutrition business and a continued strong focus on our manufacturing footprint to ensure we are meeting customer needs effectively, efficiently, and, most of all, safely.

Our purpose – to unlock the power of nature to enrich the quality of life – continues to drive our work and our path forward, and I know that ADM will continue to play its filing.vital role, acting with the highest levels of integrity as we meet vital needs spanning food security, health and well-being and sustainability.

Sincerely yours,

LOGO

Juan R. Luciano

Board Chair, CEO and President

“We are focused on continuing to build a stronger ADM for the future.”

Juan Luciano

LOGO


2023 in ReviewLOGO

 

LOGO

Creating Value

for Customers and Shareholders

(1)Raised quarterly

dividend by 11%;

51 consecutive years

of dividend increases

  Amount Previously Paid:

(2)$3.7B returned to

shareholders via dividends

& share repurchases

  Form, Schedule or Registration Statement No.:

Announced up to $2B in

additional share repurchases,

including $1B in accelerated

share repurchase program

(3)Opened

Green Bison

soybean facility

  Filing Party:

(4)Expanded

regenerative agriculture

initiatives globally

  Date Filed:

Completed

Marshall

starch expansion

LOGOLOGO

The Letter and Financial Highlights above refer to non-GAAP, or “adjusted,” financial measures that exclude certain items from the comparable GAAP measure. For a reconciliation of these non-GAAP items to GAAP, please refer to Annex A to our proxy statement.

LOGO


A Letter from the Lead Director LOGO

LOGO

Terrell K. Crews

L E A D D I R E C T O R

Dear Shareholders,

Serving as your Lead Independent Director is a great privilege, made possible by the trust you have instilled in the Board as stewards of your capital and of our company. My fellow directors and I recognize the important responsibility we have to you, and we appreciate your investment and belief in ADM as we continue working on your behalf.

Continued Financial Execution

I’m pleased to report that despite a volatile market environment, ADM delivered strong results in 2023, speaking to the resilience of ADM’s business and its unparalleled global footprint and capabilities. To support our value creation efforts, the Board, in close coordination with management, remains laser-focused on our 2024 strategic priorities of driving operational excellence across all segments, executing cost discipline and maintaining the highest standards of ethics and safety.

Strong Corporate Governance

ADM is governed by a highly engaged and diverse group of directors with deep expertise in and experience across areas critical to the company’s operation. Core to our success as a Board is our ability to effectively chart the overall trajectory of the company. We have added four new directors to the Board over the last five-year period to ensure we have the right mix of skills, experience and new perspectives to guide the company forward.

Throughout 2023, we regularly engaged with management on critical areas such as strategic investments, returning value to shareholders, capital allocation, succession planning, safety and compliance. We are acutely aware of our responsibility as an independent governing body and remain committed to driving shareholder value with integrity and transparency. Earlier this year, ADM’s Board acted decisively and transparently while conducting its Audit Committee-led investigation. Strong leadership practices and true director independence are important stalwarts of good governance. We take this responsibility seriously and are committed to demonstrating leadership and accountability in all aspects of our role.

Looking Ahead

We are grateful for our engagement meetings with shareholders, which always provide valuable feedback that continues to inform our Board priorities and governance practices. Looking ahead, we remain confident that ADM is well positioned to deliver long-term value for our shareholders, customers and employees.

Thank you for your investment and continued support.

Sincerely yours,

LOGO

Terrell K. Crews

Lead Director

LOGO


ARCHER-DANIELS-MIDLAND COMPANY

77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601

Notice of Annual Meeting

 

LOGO

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 3, 2018,23, 2024, commencing at 8:3000 A.M., for Central Daylight Time. The annual meeting will be a completely virtual meeting of stockholders. You may attend the following purposes:online meeting, submit questions, and vote your shares electronically during the meeting via the internet by visiting www.virtualshareholdermeeting.com/ADM2024. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on May 23, 2024.

(1) To elect directors

Date and TimeLocationRecord Date
LOGOLOGOLOGO

Thursday, May 23, 2024

8:00AM CDT

Virtual Meeting

www.virtualshareholdermeeting.com/ADM2024

Thursday, April 4, 2024

Items to hold office untilBe Voted On

At the next Annual Meeting of Stockholdersannual meeting, you will be asked to consider 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 our company for the fiscal year ending December 31, 2018;

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

(4) To approve the material terms of the ADM Employee Stock Purchase Plan;

(5) To consider and act upon the stockholder’s proposal regarding an independent board chairman set forth in the accompanying proxy statement; and

(6) To transact such other business as may properly come before the meeting.following matters:

 

ITEM

PAGE
REFERENCE
VOTING
RECOMMENDATION

1.

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

 

8

 

FOR

2.

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

33FOR

3.

To ratify the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2024;

 

78

 

FOR

4.

To consider and act upon a stockholder proposal regarding an independent board chairman; and

 

82

 

AGAINST

5.

To transact such other business as may properly come before the meeting.

How to Vote

InternetCallMailVirtual Meeting
Vote using your smartphone or computerCall the toll-free number listed on the proxy cardComplete, sign and return your proxy cardVote online during the meeting

By Order of the Board of Directors

LOGO
D. C. FINDLAY,

LOGO

REGINA B. JONES, CORPORATE SECRETARY

April 10, 2024

March 23, 2018

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 3, 2018:23, 2024: THE 2024 PROXY STATEMENT AND 2023 ANNUAL

REPORT TO STOCKHOLDERSON FORM 10-K ARE AVAILABLE AT

https://www.proxy-direct.com/MeetingDocuments/29653/ARCHER-DANIELS-MIDLAND.pdf. www.proxyvote.com


TABLE OF CONTENTS

 

LOGOWe encourage our shareholders to enroll in voluntary e-delivery for future proxy materials. Electronic delivery is convenient and provides immediate access to these materials. This will help us save printing and mailing expenses and reduce our impact on the environment. Follow the simple instructions at www.proxyvote.com.


Table of Contents

LOGO

Proxy Summary1

PROXY SUMMARYGovernance Highlights

  12

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGVoting Matters and Board Recommendations

  43

PROPOSAL NO. 1 — ELECTION OF DIRECTORS FOR AONE-YEAR TERMDirector Nominee Qualifications, Skills, and Experience

  64

Director NomineesNominee Diversity, Age, Tenure, and Independence

  75
General Information About the Annual Meeting and Voting  6

Commonly Asked Questions and Answers about the Annual Meeting

6
Proposal No. 1—Election of Directors for a One-Year Term8

Director Nominees

9

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

  1020

Director Nominations from Stockholders

  1020

BOARD LEADERSHIP AND OVERSIGHTCorporate Governance

  1121

Board Leadership Structure

  1121

Board Role in Risk Oversight

  1122

Sustainability and Corporate Responsibility

  23

Board Role in Overseeing Political Activities

  1225

DIRECTOR EVALUATIONS; SECTION 16(a) REPORTING COMPLIANCECode of Conduct

  1426

Insider Trading Policy

  26

Board, Committee, and Director Evaluations

  1427

Section  16(a) Beneficial Ownership Reporting ComplianceIndependence of Directors

  1427

INDEPENDENCE OF DIRECTORS

15

NYSE Independence

15

Bylaw Independence

16

Corporate Governance Guidelines

  1628

Independent Executive Sessions

  1628

INFORMATION CONCERNING COMMITTEES AND MEETINGS

17

Board Meetings and Attendance at Annual MeetingMeetings of Stockholders

  1728

Audit CommitteeInformation Concerning Committees and Meetings

  1728

Compensation/Succession CommitteeStockholder Outreach and Engagement

  1730

Nominating/Corporate Governance CommitteeDirector Compensation

  1831

Executive CommitteeDirector Stock Ownership Guidelines

  1832
Proposal No. 2  
33

STOCKHOLDER OUTREACH AND ENGAGEMENT; CODE OF CONDUCTProposal No. 2—Advisory Vote on Executive Compensation

  1933

Communications with DirectorsCompensation Discussion and Analysis

  1934

Code of ConductExecutive Compensation

  1958

EXECUTIVE STOCK OWNERSHIP

20

Executive Stock Ownership Policy

20

Executive Officer Stock Ownership

20

COMPENSATION DISCUSSION AND ANALYSIS

21

Executive Summary

21

Components of Executive Compensation

22

Executive Compensation Best Practices

25

Oversight of Executive Compensation

26

2017 Executive Compensation

28

Peer Group

33

Employment Agreements, Severance, andChange-in-Control Benefits

34

Governance Features of Our Executive Compensation Programs

34

Compensation/Succession Committee Report

35

Compensation/Succession Committee Interlocks and Insider Participation

36

EXECUTIVE COMPENSATION

37

Summary Compensation Table

  3758


DIRECTOR COMPENSATIONPay Versus Performance

  4871
Executive Stock Ownership  76

Director Compensation for Fiscal 2017Executive Officer Stock Ownership

  4876

DirectorEquity Compensation for Fiscal 2018Plan Information; Related Transactions

  4977

Director Stock Ownership Guidelines

49

EQUITY COMPENSATION PLAN INFORMATION; RELATED TRANSACTIONS

50

Equity Compensation Plan Information at December 31, 20172023

  5077

Review and Approval of Certain Relationships and Related Transactions

  5077

Certain Relationships and Related Transactions

  5077
Proposal No. 3  
78

REPORT OF THE AUDIT COMMITTEEProposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm

  5178
PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of the Audit Committee  5380

Fees Paid to Independent AuditorsReport of the Audit Committee

  5380
Proposal No. 4  82

Audit CommitteePre-Approval PoliciesProposal No. 4—Stockholder Proposal—Independent Board Chairman

  5382
Submission of Stockholder Proposals and Other Matters  
86

PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATIONDeadline for Submission of Stockholder Proposals

  5486

PROPOSAL NO. 4 — APPROVAL OF THE ADM EMPLOYEE STOCK PURCHASE PLAN

55

PROPOSAL NO. 5 —STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

58

SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER MATTERS

61

Stockholders with the Same Address

  6186

Other MattersReceiving Future Proxy Materials Electronically

  6186

ANNEX A: DEFINITION AND RECONCILIATION OFNON-GAAP MEASURESPrincipal Holders of Voting Securities

  A-187

ANNEX B: ADM EMPLOYEE STOCK PURCHASE PLANOther Matters

  B-187
ANNEX A  A-1

Definition and Reconciliation of Non-GAAP Measures

A-1


Forward-Looking Statements

PROXY SUMMARYThis proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this proxy statement, are forward-looking statements. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements the Company makes relating to its future results and operations, growth opportunities, pending litigation and investigations, and timing of the remediation of the Company’s material weakness in the Company’s internal control over financial reporting are forward-looking statements. All forward-looking statements are subject to significant risks, uncertainties, and changes in circumstances that could cause actual results and outcomes to differ materially from the forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, assumptions, and uncertainties, including, without limitation, those that are described in Item 1A, “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as may be updated in subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, Archer-Daniels-Midland Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement whether as a result of new information, future events, changes in assumptions, or otherwise.

 

 

LOGO


Proxy Summary

LOGO

The following is a summary of certain key disclosures in this proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review this proxy statement in its entirety as well as our 20172023 Annual Report on Form10-K. As used in this proxy statement, “ADM” or the “Company” refers to Archer-Daniels-Midland Company. The information contained on adm.com or any other website referred to in this proxy statement is provided for reference only and is not incorporated by reference into this proxy statement.

General Information

ANNUAL MEETING OF STOCKHOLDERS

Date and TimeLocationRecord Date
LOGOLOGOLOGO

Thursday, May 23, 2024

8:00AM CDT

Virtual Meeting

www.virtualshareholdermeeting.com/ADM2024

Thursday, April 4, 2024

 

General Information

See pages 4–5

Meeting: Annual Meeting of Stockholders

Date:Thursday, May 3, 2018

Time: 8:30 A.M.

Location: JAMES R. RANDALL RESEARCH CENTER,

1001 Brush College Road, Decatur, Illinois

Record Date: March 12, 2018

Stock Symbol: ADM

Exchange: NYSE

Common Stock Outstanding: 558,872,570 501,763,545 as of March 12, 2018April 4, 2024

Registrar & Transfer Agent: Hickory Point Bank and Trust, fsb

State of Incorporation: Delaware

Corporate Headquarters and Principal Executive Office:

77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601

Corporate Website: www.adm.com

ITEMS TO BE VOTED ON

PAGE
REFERENCE
VOTING
RECOMMENDATION

1.

Election of Directors for a One-Year Term

8FOR

2.

Advisory Vote on Executive Compensation

33FOR

3.

Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP)

78

 

 

FOR

4.

Stockholder Proposal – Independent Board Chairman

82AGAINST

Meet the Nominees

LOGOLOGOLOGOLOGOLOGOLOGO
Michael S. BurkeTheodore ColbertJames C. Collins, Jr.Terrell K. CrewsEllen de BrabanderSuzan F. Harrison

LOGOLOGOLOGOLOGOLOGO
Juan R. LucianoPatrick J. MooreDebra A. SandlerLei Z. SchlitzKelvin R. Westbrook

ADM Proxy Statement 2024 | 1


LOGOPROXY SUMMARY — Governance Highlights

LOGO

 

Executive Compensation

See pages 37–47

CEO: Juan R. Luciano

CEO 2017 TOTAL DIRECT COMPENSATION:

• Salary: $1,300,008

Non-Equity Incentive Plan Compensation: $12,166,416

• Long-Term Incentives: $2,251,600

CEO Employment Agreement: No

Change-in-Control Agreement: No

Stock Ownership Guidelines: Yes

Hedging Policy: Yes

 

CEO: Juan R. Luciano

CEO 2023 Total Direct Compensation:

•  Salary: $1,482,918

•  Non-Equity Incentive Plan Compensation: $3,609,611

•  Long-Term Incentives: $17,919,686

CEO Employment Agreement: No

Change in Control Agreement: No

Stock Ownership Guidelines: Yes

Anti-Hedging Policy: Yes

Compensation Highlights

Modest base salary changes for most NEOs:

NEO salaries were increased 2% to 4%

Earned incentives for NEOs on strong company performance:

Earned annual incentive between 95.9% and 120.9% of target

Earned LTI for long-term results:

Earned awards were 100% of target

Corporate Governance

 

Other Items to Be Voted OnDirector Nominees:11

See pages 53–60

Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP)

Advisory Vote on Executive Compensation

Approval of the ADM Employee Stock Purchase Plan

Consideration and Action Upon the Stockholder’s Proposal Regarding Independent Board Chairman

Michael S. Burke (Independent)
Theodore Colbert (Independent)
James C. Collins, Jr. (Independent)
Terrell K. Crews (Independent)
Ellen de Brabander (Independent)
Suzan F. Harrison (Independent)
Juan R. Luciano
Patrick J. Moore (Independent)
Debra A. Sandler (Independent)
Lei Z. Schlitz (Independent)
Kelvin R. Westbrook (Independent)

Corporate Governance

See pages 11–19

Director Nominees: 12

• Alan L. Boeckmann (Independent)

• Michael S. Burke (Independent)

• Terrell K. Crews (Independent)

• Pierre Dufour (Independent)

• Donald E. Felsinger (Independent)

• Suzan F. Harrison (Independent)

• Juan R. Luciano

• Patrick J. Moore (Independent)

• Francisco J. Sanchez (Independent)

• Debra A. Sandler (Independent)

• Daniel T. Shih (Independent)

• Kelvin R. Westbrook (Independent)

Director Term: One year

Director Election Standard: Majority voting standard for uncontested elections

Board Meetings in 2017: 102023: 7

Standing Board Committees (MeetingsCommittee Meetings in 2017):2023:

Audit – 9
Compensation and Succession – 4
Nominating and Corporate Governance – 4
Sustainability and Corporate Responsibility – 4

• Audit (9)

• Compensation/Succession (4)

• Nominating/Corporate Governance (4)

Supermajority Voting Requirements: No

Stockholder Rights Plan: No

 

 

ADM Proxy Statement 20181

Governance Highlights


PROXY SUMMARY

GOVERNANCE HIGHLIGHTS

OurThe Board of Directors views itselfplays a critical role as the long-term stewards of ADM. The Board is committed to enhancing the success and value of our companyCompany for its stockholders, as well as for other stakeholders such as employees, business partners, and others.communities. The Board recognizes the importance of good corporate governance and understands that transparent disclosure of its governance practices helps stockholders assess the quality of our companyCompany and its management and the value of their investment decisions.

ADM’s corporate governance practices are intended to ensure independence, transparency, management accountability, effective decision making, and appropriate monitoring of compliance and performance. We believe that these strong corporate governance practices, together with our enduring corporate values and ethics, are critical to providing lasting value to the stockholders of our company.Company.

 

We use majority voting for uncontested director elections and plurality voting for contested director elections.

 

10 of 11 of our 11 current directorsdirector nominees are independent and only independent directors serve on the Audit, Compensation/Compensation and Succession, Nominating and Nominating/Corporate Governance, and Sustainability and Corporate Responsibility Committees.

We have an independent Lead Director, selected by the independent directors. The Lead Director provides the Board with independent leadership, facilitates the Board’s independence from management, and has broad powers as described on page 11. We recently enhanced the Lead Director’s responsibilities, as described on page 11.21.

 

Our independent directors meet in executive session at each regularin-person board meeting.

We have a policypolicies prohibiting directors and officers from trading in derivative securities of our company,Company and no NEOs or directors have pledgedfrom pledging any companyCompany stock.

 

Significant stock ownership requirements are in place for directors and executive officers.

The Board and each standing committee annually conduct evaluations of their performance. Directors annually evaluate each other, and these evaluations are used to assess futurere-nominations to ourthe Board.

 

Individuals cannot stand for election as a director once they reach age 75, and our Corporate Governance Guidelines set forth limits on the number offor-profit public company boards on which a director can serve.

Holders of 10% or more of our common stock have the ability to call a special meeting of stockholders.

 

Our bylaws include a “proxy access”proxy access provision under which a smallstockholder or group of up to 20 stockholders whothat has owned at least 3% of our common stock for at least 3 years may submit nominees for up to 20% of the board seats for inclusion in our proxy statement.

Our Sustainability and Corporate Responsibility Committee provides Board-level oversight of environmental, corporate social responsibility, diversity, safety, and sustainability matters.

We have been named as one of the “World’s Most Ethical Companies” by Ethisphere for five years running.

DIRECTOR NOMINEE QUALIFICATIONS AND EXPERIENCE

2 | ADM Proxy Statement 2024


LOGOPROXY SUMMARY — Voting Matters and Board Recommendations

LOGO

Voting Matters and Board Recommendations

Proposal

Board Voting
Recommendation
Page
Reference

Proposal No. 1—Election of Directors for a One-Year Term

FOR8

Proposal No. 2—Advisory Vote on Executive Compensation

FOR33

Proposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP)

FOR78

Proposal No. 4—Stockholder Proposal – Independent Board Chairman

AGAINST82

ADM Proxy Statement 2024 | 3


LOGOPROXY SUMMARY — Director Nominee Qualifications, Skills, and Experience

LOGO

Director Nominee Qualifications, Skills, and Experience

The following chart provides summary information about each of our director nominees’ qualifications, skills, and experiences.experience. More detailed information is provided in each director nominee’s biography beginning on page 7.9.

 

LOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGO

CEO Leadership

CEO experience at a large public company.

·

·

··

Finance / Accounting

Experience in positions requiring financial knowledge and analysis or overseeing internal controls and reporting of public company financial and operating results, including as chief financial officer and/or in accounting, corporate finance, or treasury functions.

·

·

·

International Business

Experience working outside the U.S. or overseeing a global business.

········

·

Agriculture / Food / Retail Consumer

Experience in agriculture, food, or retail consumer businesses or industries.

·····

·

·

M&A

Experience implementing growth strategies, establishing partnerships, identifying opportunities, and analyzing cultural and strategic fit in connection with mergers, acquisitions, divestitures, and other strategic transactions.

········

··

Risk Management

Experience assessing and reviewing material risk exposures and the measures to manage and mitigate material risks, including in the areas of operations, health and safety, climate change, cybersecurity, and regulatory.

··

··

··

·

Sustainability / Environmental / Social

Experience overseeing environmental impact, corporate social responsibility, or sustainability strategies or initiatives.

·

········

Sales / Marketing

Experience involving branding, marketing, and sales at a global scale and in key markets.

··

··

··

Project Management

Experience overseeing or managing large or complex projects, including in the areas of manufacturing, supply chain, logistics, engineering, construction, and M&A integration.

···

·

··

·

Food Science / R&D

Experience in scientific or research roles, particularly in agricultural or food science.

·

···

··

Information Technology / Cybersecurity

Experience in positions requiring information technology knowledge or overseeing information technology functions, including data management and cybersecurity.

·

·

·

Four of our director nominees (Messrs. Crews, Moore, and Westbrook and Ms. Harrison) have earned recognition as part of the NACD Directorship 100 from the National Association of Corporate Directors (NACD), a leading independent not-for-profit organization dedicated to enhancing corporate governance to drive economic opportunity and positive change in business and the communities they serve. The annual NACD Directorship 100 celebrates and recognizes the most influential directors and leaders in the corporate governance community who have demonstrated excellence in the boardroom through innovation, courage, and integrity.

4 | ADM Proxy Statement 2024


LOGOPROXY SUMMARY Director Nominee Diversity, Age, Tenure, and Independence

LOGO

Director Nominee Diversity, Age, Tenure, and Independence

The following charts provide information about our director nominees’ personal characteristics, including race/ethnicity, gender, and age, as well as tenure and independence, to illustrate the diversity of perspectives of our director nominees. More detailed information is provided in each director nominee’s biography beginning on page 9.

   
 Director SinceAgeGenderHispanic/LatinxAsianBlack or
African American
White

M. S. Burke

 2018 61 M

 

 

 

 

 

 

 

 

 

·

T. Colbert

 2021 50 M

 

 

 

 

 

 

·

 

 

 

J. C. Collins, Jr.

 2022 61 M

 

 

 

 

 

 

 

 

 

·

T. K. Crews

 2011 68 M

 

 

 

 

 

 

 

 

 

·

E. de Brabander

 2023 61 F

 

 

 

 

 

 

 

 

 

·

S. F. Harrison

 2017 66 F

 

 

 

 

 

 

 

 

 

·

J. R. Luciano

 2014 62 M·

 

 

 

 

 

 

 

 

 

P. J. Moore

 2003 69 M

 

 

 

 

 

 

 

 

 

·

D. A. Sandler

 2016 64 F·

 

 

 

·

 

 

 

L. Z. Schlitz

 2019 57 F

 

 

 

·

 

 

 

 

 

 

K. R. Westbrook

 2003 68 M

 

 

 

 

 

 

·

 

 

 

 LOGO

  Current or Recent  64%

CEOOverall Diversity

 

Non-U.S.91%

  Experience  Independent

 

Risk

  Management  

Experience

  

M&A

  Experience  

 

  Government/  

Public

Policy

Experience

Agriculture or

  Food Industry  

Experience

  Corporate

  Governance  

  Experience

A. L. Boeckmann

xxxx    x
 x

M. S. Burke45%

Black, Asian,

or Hispanic

 x  x

36%

Female

 xxx

T. K. Crews

   xxxx

P. Dufour

xxxx

D. E. Felsinger

xxxxx

S. F. Harrison

xx

J. R. Luciano

xxxxxx

P. J. Moore

xxxxx

F. J. Sanchez

xx

D. A. Sandler

xxx

D. T. Shih

xxxx

K. R. Westbrook

xxxx

 

2  ADM Proxy Statement 20182024 | 5


PROXY SUMMARYGeneral Information About the Annual Meeting and Voting

 

VOTING MATTERS AND BOARD RECOMMENDATIONSLOGO

ProposalBoard Voting
    Recommendation    
Page
        Reference         

Proposal No. 1 — Election of Directors

FOR6

Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

FOR53

Proposal No. 3 — Advisory Vote on Executive Compensation

FOR54

Proposal No. 4 — Approval of the ADM Employee Stock Purchase Plan

FOR55

Proposal No. 5 — Consideration and Action Upon the Stockholder’s Proposal Regarding Independent Board Chairman

AGAINST58

ADM Proxy Statement 20183
Commonly Asked Questions and Answers about the Annual Meeting


GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGWhy did I receive this proxy statement?

PROXY STATEMENT

General Matters

OurThe Board of Directors asks that you complete the accompanyingvote by proxy forin advance of the annual stockholders’ meeting. This proxy statement describes the proposals on which you, as a stockholder of the Company, are being asked to vote. It gives you information on the proposals, as well as other information, so that you can make an informed decision. You are invited to attend the annual meeting to vote on the proposals, but you do not need to attend in order to vote. The meeting will be completely virtual and will be held at the time place, and locationweb address mentioned in the Notice of Annual Meeting included in these materials. This year, we will be

Why did I receive a Notice of Internet Availability?

We are using the “Notice“notice and Access”access” method of providing proxy materials to stockholders via the internet. We will mail to our stockholders (other than those described below) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the 20172023 Annual Report onForm 10-K and how to vote electronically via the internet. This notice will also contain instructions on how to request a paper copy of the proxy materials. ThoseStockholders holding shares through the ADM 401(k) and Employee Stock Ownership Plan for Salaried Employees (the “401(k) and ESOP”) and those stockholders who previously have opted out of participation in notice and access procedures will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email. We are first providing our stockholders with notice and access to, or first mailing or emailing, this proxy statement and a proxy form around March 23, 2018.April 10, 2024.

We payWho is entitled to vote at the costsAnnual Meeting?

Our common stockholders of soliciting proxies from our stockholders. We have retained Georgeson LLCrecord at the close of business on April 4, 2024, are the only holders entitled to help us solicit proxies. We will pay Georgeson LLCnotice of the annual meeting and to vote at the meeting. At the close of business on April 4, 2024, we had 501,763,545 outstanding shares of common stock, each share being entitled to one vote on each of the director nominees and on each of the other matters to be voted on at the meeting.

How do I vote my shares and what can I do if I change my mind after I vote my shares?

If you are a base shareholderstockholder of record, you may vote your shares electronically during the annual meeting services fee of approximately $24,000 plus reasonable project management fees and expenses for its services. Our employees or employees of Georgeson LLC may also solicit proxies in person or by telephone, mail, orvia the internet atby visiting www.virtualshareholdermeeting.com/ADM2024, or you may vote by proxy prior to the annual meeting (1) via the internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials or proxy card, (2) if you received printed proxy materials, by calling the toll free number found on the proxy card, or (3) if you received printed proxy materials, by filling out the proxy card and returning it in the envelope provided. If you are a cost which we expectbeneficial owner of shares held in street name, you must obtain a “legal proxy” from the organization that is the record holder of your shares in order to vote your shares electronically during the annual meeting. You may vote by proxy prior to the annual meeting by following the instructions you receive from the organization that is the record holder of your shares.

If you properly submit a proxy, your shares will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable fees and expenses in forwardingvoted at the meeting. You may revoke your proxy materialsat any time prior to their principals.voting by:

(1)

delivering written notice of revocation to our Corporate Secretary;

(2)

delivering to our Corporate Secretary a new proxy form bearing a date later than your previous proxy; or

(3)

attending the annual meeting online and voting again (attendance at the meeting will not, by itself, revoke a proxy).

Is my vote confidential?

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 stockholders of record atWhat is the close of business on March 12, 2018, arequorum required for the only people entitled to noticeannual meeting?

The presence in person or by proxy of the annual meeting andholders of a majority in voting power of the outstanding shares of our common stock entitled to vote at the meeting. At the close ofmeeting will constitute a quorum to conduct business on March 12, 2018, we had558,872,570 outstanding shares of common stock, each share being entitled to one vote on each of the director nominees and on each of the other matters to be voted on at the meeting. Our stockholders and advisors to our company 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, Investor 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 that we send will be determined by the manner in which shares are registered. If your request is received by April 19, 2018, 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 apre-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 notpre-register will 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, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, and received by us by April 19, 2018. 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:

(1) delivering written notice of revocation to our Secretary;

(2) delivering to our Secretary a new proxy form bearing a date later than your previous proxy; or

(3) attending the meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy).

 

4 ��6 | ADM Proxy Statement 20182024


LOGOGENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING — Commonly Asked Questions and Answers about the Annual Meeting


GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGLOGO

 

What are the voting requirements for the various proposals?

Under our bylaws, stockholders elect our directors 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(where the number of shares voted “for” a director nominee must exceedexceeds the number of shares voted “against” that nominee). will be elected. 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 on that matter. Shares not present at

What are the meetingeffects of abstentions and shares votingbroker non-votes on voting?

A vote to “abstain” on the election of directors will have no effect on the electionoutcome of directors. Forthat proposal. A vote to “abstain” on each other proposal presented in this proxy statement will have the effect of a vote against those proposals.

If you hold shares in street name, your broker, bank, or other nominee is required to vote your shares according to your instructions. If you do not give instructions to your broker, bank, or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Proposals 1, 2, and 4 are “non-discretionary” items. If you do not instruct your broker, bank, or other nominee how to vote with respect to those proposals, it may not vote for those proposals, and you shares will be counted as broker “non-votes.” Proposal 3 is considered to be voted on at the meeting, abstentions are treated as shares presenta discretionary item, and your broker, bank, or represented and voting, and therefore have the same effect as negative votes. Brokernon-votes (shares held by brokers who do not have discretionary authorityother nominee will be able to vote on the matter and havethis proposal even if it does not received votingreceive instructions from you. Broker non-votes will not have any effect on the result of the vote on any of the proposals.

What are the Company’s costs associated with this proxy solicitation?

We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson LLC to help us solicit proxies. We will pay Georgeson LLC a base shareholder meeting services fee of approximately $15,000 plus reasonable project management fees and expenses for its services. Our employees or employees of Georgeson LLC may also solicit proxies in person or by telephone, mail, or the internet at a cost which we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their clients)reasonable fees and expenses in forwarding proxy materials to their principals.

Who can attend the Annual Meeting?

Our stockholders and advisors to our Company are counted towardthe only people entitled to attend the annual meeting.

Why is the Annual Meeting being held virtually?

The annual meeting this year will be a quorum, but are not countedcompletely virtual meeting of stockholders, held at www.virtualshareholdermeeting.com/ADM2024. Hosting a virtual meeting provides expanded access, improved communication, and cost savings for our stockholders and us and enables participation from any purposelocation around the world.

How can stockholders submit questions to management during the Annual Meeting?

Stockholders may submit questions during the annual meeting at www.virtualshareholdermeeting.com/ADM2024, and subject to the meeting rules of conduct, management will respond to questions following adjournment of the formal business of the annual meeting and after any management remarks. If you have questions during the meeting, you may type them 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 thatdialog box at any point during the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:meeting until the floor is closed to questions.

 

Name and Address of Beneficial Owner

                          Amount                                         Percent Of Class                 

State Farm Mutual Automobile Insurance

Company and related entities

One State Farm Plaza, Bloomington, IL 61710

56,569,961(1)10.12

The Vanguard Group

100 Vanguard Blvd., Malvern, PA 19355

44,808,924(2)8.01

BlackRock, Inc.

55 East 52nd Street, New York, NY 10055

41,953,714(3)7.51

State Street Corporation

One Lincoln Street, Boston, MA 02111

32,600,161(4)5.83ADM Proxy Statement 2024 | 7

(1) Based


PROPOSAL NO. 1

Proposal No. 1 — Election of Directors for a One-Year Term

LOGO

The Board of Directors currently consists of eleven members. The Board, acting on a Schedule 13G filed with the SEC on February 8, 2018, State Farm Mutual Automobile Insurance Companyrecommendation of the Nominating and related entities have sole voting and dispositive power with respect to 56,294,742 shares and shared voting and dispositive power with respect to 275,219 shares.

(2) Based on a Schedule 13G/A filed withCorporate Governance Committee, has nominated each of the SEC on February 12, 2018, The Vanguard Group has sole voting power with respect to 791,706 shares, sole dispositive power with respect to 43,910,516 shares, shared voting power with respect to 132,079 shares, and shared dispositive power with respect to 898,408 shares.

(3) Based on a Schedule 13G/A filed withcurrent directors for re-election at the SEC on February 8, 2018, BlackRock, Inc. has sole voting power with respect to34,400,114 shares and sole dispositive power with respect to 41,953,714 shares.

(4) Based on a Schedule 13G filed with the SEC on February 13, 2018, State Street Corporation has shared voting and dispositive power with respect to 32,600,161 shares.annual meeting.

 

ADM Proxy Statement 2018 5

Proxies cannot be voted for a greater number of persons than eleven, which is the number of nominees.


PROPOSAL NO. 1

 

Unless you provide different directions, we intend for Board-solicited proxies (like this one) to be voted for the nominees named below.

 

If any nominee for director becomes unable to serve as a director, the persons named as proxies may vote for a substitute who will be designated by the Board. Alternatively, the Board could reduce the size of the board.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM

Our Board of Directors has fixed the size of the current board at twelve. Eleven of the twelve nominees proposed for election to our Board of Directors are currently members of our Board and have been elected previously by our stockholders. The new nominee for election is Michael S. Burke. Mr. Burke was identified by the Nominating/Corporate Governance Committee as a potential nominee, with assistance from athird-party search firm retained to identify director candidates, and was recommended by the Nominating/Corporate Governance Committee after it completed its interview and vetting process. Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below.

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 as proxies 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. For more details on the voting standard, see above under “Commonly Asked Questions and Answers about the Annual Meeting.”

If elected, the nominees would hold office until the next annual stockholders’ meeting and until their successors are elected and qualified.

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/Nominating and 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/Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date that the election results are certified. The Board will nominate for election orre-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.”

The information below describes, as applicable, the nominees, their ages, positions with our company,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 12, 2018,April 4, 2024, directly or indirectly. Unless otherwise indicated, 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.

The Board of Directors recommends a vote FOR the election of the twelve nominees named below as directors. Proxies solicited by the Boardhas no reason to believe that any nominee will be so voted unless stockholders specifyunable to serve as a different choice.director.

 

6
LOGO The Board of Directors recommends a vote FOR the election of the eleven nominees named below as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

8 | ADM Proxy Statement 20182024


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term


PROPOSAL NO. 1 —ELECTION OF DIRECTORSLOGO

 

Director Nominees

LOGO

Michael S. Burke

Age: 61

Director since: 2018

Board Committees: Audit (Chair); Executive; Nominating and Corporate Governance

Common stock owned: 20,032 (1)

Percent of class: *

Qualifications, Skills, and Experience

CEO Leadership

Finance / Accounting

International Business

M&A

Risk Management

Sustainability / Environmental / Social

Project Management

Mr. Burke brings deep expertise in driving the evolution of global businesses, strategic planning, international market dynamics, and overseeing risk management from his tenure as Chair and CEO of AECOM, a Fortune 500 company that designs, builds, finances and operates infrastructure assets in more than 150 countries. He also contributes his significant experience leading companies through transformation, developed through his roles at AECOM, where he played a key role in preparing the company for its IPO in 2007, and spearheaded international business development and M&A strategy. At AECOM, Mr. Burke also transformed one of the firm’s subsidiaries into a leading environmental engineering firm, developing significant sustainability expertise, which he has further developed through serving on the boards of CarbonCure and Nexii Building Solutions, companies focused on reducing harmful emissions in the construction process. He also brings expertise in finance, accounting, and tax matters drawing on his experience as a Chief Financial Officer and his 15-year career at KPMG advising public companies.

 

  Alan L. BoeckmannPublic Boards

•  PRIOR (within past 5 years): AECOM (Chairman)

Non-Public & Non-Profit Boards; Memberships

•  CURRENT: Universal Engineering Sciences (Chair); Westwood Professional Services (board member); SitelogIQ (board member); CarbonCure (board member); Nexii Building Solutions (board member); American Institute of Certified Public Accountants (member); California Bar Association (member)

•  PRIOR: Business Roundtable (board member; Chair, Infrastructure Committee); Children’s Bureau (Vice Chair); World Economic Forum (Co-Chair, Steering Committee, Infrastructure and Urban Development)

Career Highlights

•  AECOM (a global infrastructure firm)

- Chairman and Chief Executive Officer (2015-2020)

- Chief Executive Officer (2014-2015)

- President (2011-2014)

- Other leadership roles (2005-2011), including Chief Financial Officer (2006-2011)

•  KPMG LLP

- Member of Board of Directors (2000-2005)

- Partner (1995-2005)

- Various roles (1990-1995)

Age: 69

ADM Proxy Statement 2024 | 9


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

Director since: 2012LOGO

Common stock owned:37,571(1)

LOGO

Theodore Colbert

Age: 50

Director since: 2021

Board Committees: Audit; Compensation and Succession

Common stock owned: 9,395 (2)

Percent of class: *

Qualifications, Skills, and Experience

International Business

M&A

Risk Management

Sales / Marketing

Project Management

Information Technology / Cybersecurity

Mr. Colbert brings extensive corporate leadership experience to the Board, along with his deep expertise in information technology, cybersecurity, data and analytics, and automation, which he acquired over his nearly three-decade career overseeing information technology, data security and architecture at several global market-leading companies. His most recent positions at Boeing further developed his sales and marketing capabilities, M&A experience, government regulation experience, and expertise in international business dynamics, including his role as President and CEO of its Global Services business that provided services to global customers across all OEMs and his current role as President and CEO of Boeing Defense, Space & Security, providing solutions across defense, government, space, intelligence, and security to customers worldwide. Leading global businesses focused on serving security and national defense companies distinguishes Mr. Colbert as an expert in world-class information security systems and risk management. This expertise has been honored with numerous prestigious awards throughout his career, including most recently the 2022 Black Engineer of the Year Award and the 2022 ORBIE Award for Leadership, being named the 2021 Capital CIO of the Year and one of the Most Influential Black Executives in Corporate America by Savoy magazine in 2020 and 2021, as well as being the first recipient of the Fisher Center prize for Excellence in Driving Transformation from the Fisher Center For Business Analytics at Berkeley.

Non-Public & Non-Profit Boards; Memberships

•  CURRENT: The National Space Council Users Advisory Group (appointed by Vice President Kamala Harris); New Leaders (Chair); The Executive Leadership Council (member); Thurgood Marshall College Fund (Co-Vice Chair); DC College Access Program (board member); Virginia Tech Innovation Campus Advisory Board (board member); Aerospace Industries Association (Chair)

•  PRIOR: Georgia Tech President’s Advisory Board (two terms)

Career Highlights

•  Boeing (a global aerospace company)

- Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Defense, Space & Security (2022-present)

- Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Global Services (2019-2022)

- Chief Information Officer and Senior Vice President of Information Technology & Data Analytics (2016-2019)

- Chief Information Officer and Vice President of Information Technology Infrastructure (2013-2016)

- Other leadership roles (2009-2013)

•  Citigroup

- Senior Vice President of Enterprise Architecture (2007-2009)

•  Ford Motor Company

- Various roles in the Information Technology organization (1996-2007)

10 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

Percent of class: *LOGO

Former Principal Occupation or Position:Non-Executive Chairman of Fluor Corporation (an engineering and construction firm) from 2011 – February 2012; Chairman and Chief Executive Officer of Fluor Corporation from 2002 – 2011.

LOGO

James C. Collins, Jr.

Age: 61

Director since: 2022

Board Committees: Compensation and Succession; Sustainability and Corporate Responsibility

Common stock owned: 4,459 (1)

Percent of class: *

Qualifications, Skills, and Experience

CEO Leadership

International Business

Agriculture / Food / Retail Consumer

M&A

Sustainability / Environmental / Social

Sales / Marketing

Project Management

Food Science / R&D

Mr. Collins contributes to the Board deep expertise in global agriculture and food science innovation developed over his extensive executive leadership experience in the food and agriculture industry. During his tenure leading agriculture business lines at DuPont and Dow DuPont, and most recently as the CEO of Corteva – the public spin-off of Dow DuPont’s crop protection and agrisciences divisions with a global scale – he oversaw the launch of numerous new products and drove strong growth in their R&D and innovation pipelines. His experience leading the integration of legacy DuPont and Dow agricultural businesses to drive preparation for Corteva’s spin also enhances the Board’s M&A and corporate governance expertise. He also brings extensive sales and marketing experience, beginning as a sales representative early in his career and later taking on leadership roles with responsibility for implementing multi-channel, multi-brand growth strategies. Through his work in agriculture supply chains, Mr. Collins has also developed a keen understanding of how to support and partner with global farmers to improve the sustainability of the agriculture and nutrition value chains. During his time at Corteva, he led a comprehensive array of initiatives to enhance sustainability, with a strong focus on helping farmers lead with new practices and innovations. He currently serves on the board of Vestaron Corporation, a private company dedicated to improving the safety, efficacy and sustainability of crop protection through migration from synthetic pesticides to peptide-based biopesticides.

Public Boards

•  PRIOR (within past 5 years): Corteva, Inc.; Cibus, Inc.

Non-Public & Non-Profit Boards; Memberships

•  CURRENT: Vestaron Corporation (board member); Pivot Bio (board member); University of Delaware College of Agriculture and Natural Resources (Advisory Committee member)

•  PRIOR: CropLife International (board member); University of Delaware’s Alfred Lerner College of Business & Economics (advisory board member); US China Business Council (member); Business Roundtable (Special Committee on Equity and Racial Justice; Climate Policy Committee; Trade Committee); National 4-H Council (board member)

Career Highlights

•  Corteva, Inc. (a global agricultural and seed company)

- Chief Executive Officer (2019-2021)

•  DowDuPont

- Chief Operating Officer (2017-2019)

•  DuPont

- Executive Vice President (2014-2017)

- Senior Vice President (2013-2014)

- President Industrial Biosciences (2011-2013)

- VP Acquisitions and Integration – Danisco (2011)

- President Crop Protection (2003-2010)

ADM Proxy Statement 2024 | 11


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

Directorships of Other Publicly-Owned Companies: Director of Sempra Energy and BP p.l.c.LOGO

LOGO

Terrell K. Crews

Lead Director

Age: 68

Director since: 2011

Board Committees: Executive

Common stock owned: 54,355 (3)

Percent of class: *

Qualifications, Skills, and Experience

Finance / Accounting

International Business

Agriculture / Food / Retail Consumer

M&A

Risk Management

Sustainability / Environmental / Social

Mr. Crews, who has served as our independent Lead Director since May 2023, contributes to the Board deep expertise in the international agricultural industry, business transformation, and agri-business operations gained over his 32-year career at Monsanto, a global agrochemical and agricultural biotechnology company. Serving in his role as Chief Financial Officer at Monsanto for nearly a decade, Mr. Crews oversaw corporate finance and reporting in addition to capital allocation strategies. His other roles with the company included helming the global vegetable business, assignments in Latin America, and leading financial operations for its Asia-Pacific business, which gave him significant expertise in risk management and strategic planning. Mr. Crews also has experience leading financing for M&A activity and other corporate transactions, including overseeing the financial integration of 11 acquired seed companies as head of finance for Monsanto’s Global Seed Group. His long tenure in agricultural industry executive leadership led him to develop a keen understanding of evolving views of broad stakeholder groups on sustainability and contributed to his experience developing capital allocation strategies aligned with corporate sustainability priorities. Recognized by the NACD Directorship 100for his leadership, excellence, and integrity in corporate governance, Mr. Crews is well-qualified to serve in the role of Lead Director. Additionally, having served on the Board since 2011, his tenure enables him to have a deep understanding of the Company’s strategy, business, products, and goals, allowing him to more effectively provide independent strategic leadership to the Company.

Public Boards

•  CURRENT: WestRock Company

•  PRIOR (within past 5 years): Hormel Foods Corporation

Non-Public & Non-Profit Boards; Memberships

•  CURRENT: Freed-Hardeman University (board member); Teay’s River Investments (board member)

Career Highlights

•  Monsanto Company (a global agricultural and seed company)

- Executive Vice President, Chief Financial Officer and Vegetable Business CEO (2007-2009)

- Executive Vice President and Chief Financial Officer (2000-2007)

- Various other roles (1977-2000)

12 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

LOGO

Ellen de Brabander

Age: 61

Director since: 2023

Board Committees: Audit; Sustainability and Corporate Responsibility

Common stock owned: 2,599 (1)

Percent of class: *

Qualifications, Skills, and Experience

International Business

Agriculture / Food / Retail Consumer

M&A

Risk Management

Sustainability / Environmental / Social

Project Management

Food Science / R&D

Information Technology / Cybersecurity

Dr. de Brabander brings to the Board a broad scientific background and a strong track record of innovation in several consumer industries including human nutrition, life sciences and animal health. In her current role as Executive Vice President of Innovation and Regulatory Affairs at Elanco, Dr. de Brabander utilizes her R&D expertise driving early and late-stage pipeline execution across pet health and farm animals, including nutritional health solutions. This deep research and innovation expertise was fostered in her previous role as senior vice president for R&D at PepsiCo, with company-wide responsibility for food safety, quality, regulatory and digital transformation. She also led R&D operations for global businesses, including Merial (now Boehringer Ingelheim), Intervet (now Merck Animal Health) and DSM, and brings extensive experience with information technology, having served as the Chief Technology Officer for Merial. In addition to her corporate success, she has been a founding board member of EIT (European Institute of Technology) and founding CEO of EIT Food, the largest public-private partnership in the food sector. Dr. de Brabander earned her Ph.D. cum laude in bio-organic chemistry from Leiden University in the Netherlands and completed her post-doctoral work in molecular biology at the Massachusetts Institute of Technology (MIT) in the group of Prof. Dr. H.G. Khorana, a Nobel laureate. She is the co-author of over 60 publications in scientific journals, holds 18 patents, and has received multiple awards for her research.

Non-Public & Non-Profit Boards; Memberships

•  CURRENT: PeakBridge (scientific advisory board member and investment committee member); Brabantse Ontwikkel Maatschappij (a regional development organization in The Netherlands) (board member); Sanquin Health Solutions (board member); Brightlands Venlo (food/ agro innovation campus and ecosystem in The Netherlands) (board president)

•  PRIOR: New York Academy of Sciences (board member); Open University, The Netherlands (board member)

Career Highlights

•  Elanco (a global leader in animal health)

- Executive Vice President, Innovation and Regulatory Affairs (2021-present)

•  PepsiCo

- Senior Vice President, R&D Technical Insights, Digital Solutions, and Compliance (2014-2021)

•  EIT Food (food innovation community supported by the EU)

- Interim Chief Executive Officer (2016-2018)

•  Merial (now part of Boehringer Ingelheim Animal Health)

- Chief Technology Officer (2008-2014)

ADM Proxy Statement 2024 | 13


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

LOGO

Suzan F. Harrison

Age: 66

Director since: 2017

Board Committees: Audit;Executive; Sustainability and Corporate Responsibility (Chair)

Common stock owned: 20,273 (1)

Percent of class: *

Qualifications, Skills, and Experience

International Business

Agriculture / Food / Retail Consumer

M&A

Sustainability / Environmental / Social

Sales / Marketing

Food Science / R&D

In her four decades of executive leadership positions at Colgate-Palmolive, a global consumer products company focused on the production, distribution and provision of household, healthcare and personal care, Ms. Harrison has gained extensive experience in operational management and M&A. She acquired deep understanding of evolving consumer trends, sales and marketing and development of customer-driven innovation as Vice President of Marketing for Colgate U.S. She also built her research and development experience overseeing the new products development process for retail customers in oral care, pet nutrition and oral pharmaceuticals. Ms. Harrison has extensive sustainability experience acquired through her oversight of global brands and their evolution in alignment with stakeholder sustainability expectations. Ms. Harrison has been recognized by the NACD Directorship 100for her leadership, excellence, and integrity in corporate governance.

Public Boards

• CURRENT: WestRock Company; Ashland Inc.

Career Highlights

• Colgate-Palmolive Company (a global household and consumer products company)

- President of Global Oral Care (2011-2019)

- President Hill’s Pet Nutrition Inc. North America (2009-2011)

- Vice President, Marketing (2006-2009)

- Vice President and General Manager of Colgate Oral Pharmaceuticals, North America, and Europe (2005-2006)

- Various other roles (1983-2005)

14 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

LOGO

Juan R. Luciano

Chair of the Board

Age: 62

Director since: 2014

Board Committees: Executive

Common stock owned: 2,398,947 (4)

Percent of class: *

Qualifications, Skills, and Experience

CEO Leadership

International Business

Agriculture / Food / Retail Consumer

M&A

Risk Management

Sustainability / Environmental / Social

Sales / Marketing

Project Management

Food Science / R&D

Since joining ADM in 2011, Mr. Luciano has spent more than a decade in various senior executive leadership roles working to drive our Company’s evolution. During his time with ADM he has spearheaded our major growth drivers and sales and marketing efforts, including the commercial and production activities of ADM’s corn, oilseeds, and agricultural services businesses, development of sustainability strategy, and the increased use of research and technological innovation to meet customer needs. He most recently led a strategic growth campaign that has expanded ADM’s footprint in global markets, including through select M&A activity, building capabilities and adding talent and expertise that have allowed our Company to create value at every part of the global value chain. Under his leadership, ADM has undergone a remarkable transformation, building on more than a century of heritage to create a global nutrition business, with an industry-leading array of ingredients and solutions that are opening the door to growth opportunities in key global macro trend areas. He also has overseen the Company’s operational excellence initiatives and risk management functions. Prior to joining ADM, he had a successful 25-year tenure at The Dow Chemical Company, where he last served as executive vice president and president of the Performance division.

Public Boards

• CURRENT: Eli Lilly and Company (Lead Director).

Non-Public & Non-Profit Boards; Memberships

• CURRENT: Rush University Medical Center (Director); Intersect Illinois (board member); Economic Club of Chicago (member); Commercial Club of Chicago (member); The Business Roundtable (member)

• PRIOR: Kellogg School of Management, Northwestern University (board member); US-China Business Council (member)

Career Highlights

• ADM

- Chair of the Board, Chief Executive Officer and President (2016-present)

- Chief Executive Officer and President (2015-2016)

- President and Chief Operating Officer (2014)

- Executive Vice President and Chief Operating Officer (2011-2014)

• The Dow Chemical Company (a multinational chemical company)

- Executive Vice President and President, Performance Division (2010-2011)

- Various other roles (1985-2010)

ADM Proxy Statement 2024 | 15


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

LOGO

Patrick J. Moore

Age: 69

Director since: 2003

Board Committees: Audit; Executive; Nominating and Corporate Governance (Chair)

Common stock owned: 85,791 (1)

Percent of class: *

Qualifications, Skills, and Experience

CEO Leadership

Finance / Accounting

International Business

M&A

Risk Management

Sustainability / Environmental / Social

Project Management

With over two decades of experience in the financial sector, including in his early career at Continental Bank, as CFO at Smurfit-Stone and in his current position as founder, President and CEO of a private equity investment and advisory firm, Mr. Moore contributes to the Board his financial expertise and substantial executive leadership experience in international banking and finance, strategy development, commodity management, and operations management. Throughout his carrier, Mr. Moore developed significant experience in risk management and M&A. Mr. Moore also brings extensive experience in environmental and sustainable practices from his time at Smurfit-Stone, a producer of containerboard and corrugated packaging and one of the world’s largest paper recyclers, and his service on the board of the Sustainable Forestry Initiative, with particular focus on recycling, carbon sequestration, reduction of energy and water usage, and sustainable forestry. Mr. Moore has been recognized by the NACD Directorship 100for his leadership, excellence, and integrity in corporate governance.

Public Boards

• CURRENT: Energizer Holdings, Inc. (Chairman)

Non-Public & Non-Profit Boards; Memberships

• CURRENT: St. Louis Zoological Association (board member); Hoverfly Holdings (board member); Engineered Corrosion Solutions (board member)

• PRIOR: North American Review Board of American Air Liquide Holdings, Inc.

Career Highlights

• PJM Advisors, LLC (a private equity investment and advisory firm founded by Mr. Moore)

- President and Chief Executive Officer (2011-present)

• Smurfit-Stone Container Corporation (a leader in integrated containerboard and corrugated package products and paper recycling) (5)

- Chairman and Chief Executive Officer (2002-2011)

- Other roles including Chief Financial Officer, Vice President-Treasurer and General Manager, Industrial Packaging division (1987-2002)

• Continental Bank

- Various roles in corporate lending, international banking, and administration (1975-1987)

16 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

LOGO

Debra A. Sandler

Age: 64

Director since: 2016

Board Committees: Audit; Nominating and Corporate Governance

Common stock owned: 22,781 (1)

Percent of class: *

Qualifications, Skills, and Experience

Agriculture / Food / Retail Consumer

Sustainability / Environmental / Social

Sales / Marketing

Food Science / R&D

Ms. Sandler contributes to the Board her strong marketing and operating experience, and extensive understanding of consumer behavior within the evolving retail environment (specifically in the food industry), and a proven record of creating, building, enhancing, and leading well-known consumer brands through her leadership positions at Mars, Johnson & Johnson, and PepsiCo. She developed these skills as a founder, President and Chief Executive Officer of La Grenade Group, LLC, a consulting firm that advises a wide range of clients on marketing innovation and overall business development. She also enhances the Board’s expertise in financial and strategic planning, research and development in the food science industry acquired in her current role as founder and CEO of Mavis Foods. The Board also benefits from Ms. Sandler’s expertise in corporate social responsibility, as demonstrated through her public speaking engagements on topics such as diversity and inclusion, multicultural business development, and health and wellbeing in the consumer packaged goods industry.

Public Boards

• CURRENT: Gannett Co., Inc.; Dollar General Corporation; Keurig Dr Pepper Inc.

Non-Public & Non-Profit Boards; Memberships

• CURRENT: Hofstra University (board member); The Executive Leadership Council (member); Pharmavite, LLC (board member); Trewstar Corporate Board Services (Partner)

Career Highlights

• LaGrenade Group, LLC (a marketing consulting firm Ms. Sandler founded to advise consumer packaged goods companies operating in the Health and Wellness space)

- President (2015-present)

• Mavis Foods, LLC (a startup Ms. Sandler founded that makes and sells Caribbean sauces and marinades)

- Chief Executive Officer (2018-present)

• Mars, Inc.

- Chief Health and Wellbeing Officer (2014-2015)

- President, Chocolate, North America (2012-2014)

- Chief Consumer Officer of Mars Chocolate North America (2009-2012)

• Johnson & Johnson

- Various roles, including Worldwide President, McNeil Nutritionals division (1999-2009)

• PepsiCo

- Various roles, including Marketing Vice President (1985-1999)

 

 

ADM Proxy Statement 2024 | 17

Qualifications and Career Highlights:


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

PriorLOGO

LOGO

Lei Z. Schlitz

Age: 57

Director since: 2019

Board Committees: Compensation and Succession; Sustainability and Corporate Responsibility

Common stock owned: 17,135 (1)

Percent of class: *

Qualifications, Skills, and Experience

International Business

M&A

Sustainability / Environmental / Social

Sales / Marketing

Project Management

Food Science / R&D

Dr. Schlitz is an accomplished leader, with experience in strategy development, M&A and growth initiatives, and operational excellence at an international scale, including several global manufacturing companies. She has extensive expertise in research and development, having served in product development roles at Johnson Controls, Illinois Tool Works (ITW) and Siemens Energy and Automation. She has also built research and development expertise specifically within the food science sector, including during her tenure as executive vice president of ITW’s $22B Food Equipment segment, which services commercial food service and food retail customers around the globe. She also oversaw product portfolio growth by building strong market-driven strategy at Siemens, developing important strategic planning, sales and marketing expertise. Dr. Schlitz contributes to the Board her strong sustainability expertise, including her first-hand experience driving product innovations in energy-efficient electrical distribution products and equipment at GE Global Research and GE Industrial Systems and overseeing diversity and inclusion initiatives at ITW as an executive member of the company’s Diversity & Inclusion Council. Dr. Schlitz holds a doctorate in mechanical engineering from the University of Wisconsin-Milwaukee, and a bachelor’s degree in engineering mechanics from Tsinghua University, China.

Non-Public & Non-Profit Boards; Memberships

• CURRENT: Society of Women Engineers (member)

Career Highlights

• Johnson Controls (a global building products company)

- Vice President and President, Global Products (2022-present)

• Illinois Tool Works Inc. (a global multi- industrial manufacturer)

- Executive Vice President, Automotive OEM (2020-2022)

- Executive Vice President, Food Equipment (2015-2020)

- Group President, Worldwide Ware-Wash, Refrigeration, and Weigh/Wrap Businesses (2011-2015)

- Vice President, Research & Development, and Head of ITW Technology Center (2008-2011)

• Siemens Energy & Automation

- Business Manager for Emerging Businesses, Residential Product Division (2006-2008)

- Director of Engineering (2001-2006)

18 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

LOGO

Kelvin R. Westbrook

Age: 68

Director since: 2003

Board Committees: Compensation and Succession (Chair); Executive; Nominating and Corporate Governance

Common stock owned: 37,283 (1)

Percent of class: *

Qualifications, Skills, and Experience

Agriculture / Food / Retail Consumer

M&A

Risk Management

Information Technology / Cybersecurity

Mr. Westbrook brings valuable insights on consumer trends and preferences, as well as extensive information technology and cybersecurity, acquired through decades serving as President, Chief Executive Officer, and co-founder of two large cable television and broadband companies. As a former partner in the corporate law and mergers and acquisitions practice of a national law firm, he also brings significant legal expertise in M&A and risk management. His risk management and corporate governance expertise developed in this executive role is further enhanced by his service on the boards of directors and board committees of numerous public companies and not-for-profit entities, including experience in regulated industries. Mr. Westbrook has been recognized by the NACD Directorship 100for his leadership, excellence, and integrity in corporate governance.

Public Boards

• CURRENT T-Mobile US, Inc.; Mosaic Company; Camden Property Trust (Lead Independent Trust Manager)

Non-Public & Non-Profit Boards; Memberships

• CURRENT: Boys and Girls Clubs of Greater St. Louis (board member); BioSTL (board member); University of Washington Foster School of Business (Advisory Board Chair)

• PRIOR: BJC Healthcare (board member); St. Louis Internship Program (board member)

Career Highlights

• KRW Advisors, LLC (a consulting and advisory firm founded by Mr. Westbrook)

- President and Chief Executive Officer (2007-present)

• Millennium Digital Media Systems, L.L.C. (a broadband services company)

- Chairman and Chief Strategic Officer (2006-2007)

- President and Chief Executive Officer (1997-2006)

• LEB Communications, Inc. (an affiliate of Charter Communications)

- President and Chairman (1993-1996)

• Paul Hastings Janofsky & Walker LLP

- Partner (1990-1993)

*

Less than 1% of outstanding shares

(1)

Consists of stock units allocated under our Stock Unit Plan that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes.

(2)

Includes 9,385 stock units allocated under our Stock Unit Plan.

(3)

Includes 53,595 stock units allocated under our Stock Unit Plan.

(4)

Includes 1,310,288 shares held in trust, 238 shares held by a family-owned limited liability company, and 905,920 shares that are unissued but are subject to stock options exercisable within 60 days.

(5)

Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009 and emerged in 2010.

ADM Proxy Statement 2024 | 19


LOGOPROPOSAL NO. 1 — Election of Directors for a One-Year Term

LOGO

DIRECTOR EXPERIENCES, QUALIFICATIONS, ATTRIBUTES, AND SKILLS; BOARD DIVERSITY

LOGO

Pursuant to retiring in February 2012, Mr. Boeckmann served in a variety of engineering and executive management positions during his35-plus year career with Fluor Corporation, includingnon-executive Chairman of the Board from 2011 to February 2012, Chairman of the Board and Chief Executive Officer from 2002 to 2011, and President and Chief Operating Officer from 2001 to 2002. His tenure with Fluor Corporation included responsibility for global operations and multiple international assignments. Mr. Boeckmann currently serves asour Corporate Governance Guidelines, a director who is a sitting chief executive officer of Sempra Energy and BP p.l.c. Mr. Boeckmann has been an outspoken business leadera company may serve on the boards of no more than two other public companies 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, while all other directors may serve on the boards of Directors.

  Michael S. Burke

Age: 54

Director since:

Common stock owned: 0

Percent of class: *

Principal Occupation or Position: Chairman and Chief Executive Officer of AECOM (a global infrastructure firm) since March 2015; Chief Executive Officer of AECOM since March 2014; President of AECOM from 2011 to March 2014.

Directorships of Other Publicly-Owned Companies:Chairman of AECOM; Director of Rentech Inc. and Rentech Nitrogen Fertilizer MLP within the past five years.

Qualifications and Career Highlights:

Mr. Burke was appointed Chief Executive Officer and Chairman of the Board of AECOM, an infrastructure firm that designs, builds, finances, and operates infrastructure assets inno more than 150 countries. Mr. Burke joined AECOM in October 2005 and has held several leadership positions, including Senior Vice President, Corporate Strategy, Chief Corporate Officer, and Chief Financial Officer. Prior to joining AECOM, Mr. Burke was with the accounting firm KPMG LLP, serving in various leadership positions. Mr. Burke brings to our Board of Directors his deep expertise in accounting and finance, his experience as a CEO, and his involvement in projects throughout the world.

  Terrell K. Crews

Age: 62

Director since: 2011

Common stock owned: 25,456(2)

Percent of class: *

Former Principal Occupation or Position: Executive Vice President, Chief Financial Officer and Vegetable Business Chief Executive Officer of Monsanto Company (an agricultural company) from 2007 – 2009.

Directorships of Other Publicly-Owned Companies:Director of WestRock Company and Hormel Foods Corporation; Director of Rock-Tenn Company within the past five years.

Qualifications and Career Highlights:

Mr. Crews retired from Monsanto Company in 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from 2007 to 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.

  Pierre Dufour

Age: 62

Director since: 2010

Common stock owned: 28,382(3)

Percent of class: *

Former Principal Occupation or Position: Senior Executive Vice President of Air Liquide Group (a leading provider of gases for industry, health, and the environment) from 2007 – July 2017.

Directorships of Other Publicly-Owned Companies: Director of Air Liquide S.A. and National Grid plc.

Qualifications and Career Highlights:

Prior to retiring in July 2017, Mr. Dufour served as 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 2007. Mr. Dufour’s tenure with Air Liquide Group included supervision of operations in the Americas, Africa-Middle East, and Asia-Pacific zones, and he also was responsible for Air Liquide’s industrial World Business Lines, Engineering and Construction. Mr. Dufour was elected to the board of Air Liquide S.A. in May 2012 and the board of National Grid plc in February 2017. Mr. Dufour’s qualifications to serve as a director of our company include his substantial leadership, engineering, operations management, and international business experience.

ADM Proxy Statement 20187


PROPOSAL NO. 1 —ELECTION OF DIRECTORS

  Donald E. Felsinger

Age: 70

Director since: 2010

Common stock owned: 48,793(1)

Percent of class: *

Former Principal Occupation or Position: Executive Chairman of Sempra Energy (an energy services company) from 2011 – December 2012.

Directorships of Other Publicly-Owned Companies:Director of Northrop Grumman Corporation and Gannett Co., Inc.

Qualifications and Career Highlights:

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 in December 2012. His leadership roles at Sempra Energy and other 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.

  Suzan F. Harrison

Age: 60

Director since: 2017

Common stock owned: 2,399(1)

Percent of class: *

Principal Occupation or Position: President of Global Oral Care at Colgate-Palmolive Company (a global household and consumer products company) since 2011; President of Hill’s Pet Nutrition Inc. North America from 2009 – 2011; Vice President, Marketing for Colgate U.S. from 2006 – 2009.

Qualifications and Career Highlights:

Ms. Harrison is currently President of Global Oral Care at Colgate-Palmolive Company, a worldwide consumer products company focused on the production, distribution, and provision of household, health care, and personal products. She was previously President of Hill’s Pet Nutrition Inc. North America, a position she held from 2009 to 2011. Additionally, she served as Vice President, Marketing for Colgate U.S. from 2006 to 2009, and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America and Europe from 2005 to 2006. Previously, Ms. Harrison held a number of leadership roles at Colgate commencing in 1983. Ms. Harrison’s qualifications to serve as a director of our company include her extensive leadership, management, operations, marketing, and international experience.

  Juan R. Luciano

Age: 56

Director since: 2015

Common stock owned: 1,986,104(4)

Percent of class: *

Principal Occupation or Position: Chairman of the Board, Chief Executive Officer and President since January 2016; Chief Executive Officer and President since January 2015; President and Chief Operating Officer from February 2014 – December 2014; Executive Vice President and Chief Operating Officer from 2011 – February 2014.

Directorships of Other Publicly-Owned Companies: Director of Eli Lilly and Company and Wilmar International Limited.

Qualifications and Career Highlights:

Mr. Luciano joined ADM in 2011 as executive vice president and chief operating officer, was named president in February 2014, was named Chief Executive Officer in January 2015, and was named Chairman of the Board in January 2016. Mr. Luciano has overseen the commercial and production activities of ADM’s Corn, Oilseeds, and Agricultural Services businesses, as well as its research, project management, procurement, and risk management functions. He also has overseen the company’s operational excellence initiatives, which seek to improve productivity and efficiency companywide. He has led the company’s efforts to improve its capital, cost, and cash positions. Previously, Mr. Luciano was with The Dow Chemical Company, where he last served as executive vice president and president of the performance division.

  Patrick J. Moore

Age: 63

Director since: 2003

Common stock owned: 52,293(1)

Percent of class: *

Principal Occupation or Position: President and Chief Executive Officer of PJM Advisors, LLC (an investment and advisory firm) since 2011; Chief Executive Officer ofSmurfit-Stone Container Corporation from 2010 – 2011(5).

Directorships of Other Publicly-Owned Companies:Vice Chairman of Energizer Holdings, Inc.; Director of Rentech Inc. and Exelis, Inc. within the past five years.

Qualifications and Career Highlights:

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.

8ADM Proxy Statement 2018


PROPOSAL NO. 1 —ELECTION OF DIRECTORS

  Francisco J. Sanchez

Age: 58

Director since: 2014

Common stock owned: 16,309(6)

Percent of class: *

Principal Occupation or Position: Senior Managing Director of Pt. Capital (a private equity firm) and Chairman of CNS Global Advisors (an international trade and investment consulting firm) since November 2013; Under Secretary for International Trade, U.S. Department of Commerce from 2010 – November 2013.

Directorships of Other Publicly-Owned Companies: Director of Good Resources Holdings Ltd. within the past five years.

Qualifications and Career Highlights:

Mr. Sanchez is the founder and chairman of the board of CNS Global Advisors, a firm focused on international trade and investment. In addition, he is a Senior Managing Director at Pt. Capital, a private equity firm focused on responsible investments in the Pan Arctic. 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 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 brings to our Board of Directors substantial experience in public policy, international trade, and international investment.

  Debra A. Sandler

Age: 58

Director since: 2016

Common stock owned: 5,925(1)

Percent of class: *

Principal Occupation or Position: President of LaGrenade Group, LLC (a marketing consulting firm) since October 2015; Chief Health and Wellbeing Officer of Mars, Inc. from July 2014 – July 2015; President, Chocolate, North America of Mars, Inc. from April 2012 – July 2014; Chief Consumer Officer of Mars Chocolate North America from 2009 – March 2012.

Directorships of Other Publicly-Owned Companies: Director of Gannett Co., Inc.

Qualifications and Career Highlights:

Ms. Sandler is currently President of LaGrenade Group, LLC, a marketing consultancy she founded to advise consumer packaged goods companies operating in the Health and Wellness space. She was previously Chief Health and Wellbeing Officer of Mars, Inc., a position she held from July 2014 to July 2015. Additionally, she served as President, Chocolate, North America from April 2012 to July 2014, and Chief Consumer Officer, Mars Chocolate North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent 10 years with Johnson & Johnson in a variety of leadership roles. She currently serves on the board of Gannett Co., Inc. Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leadingwell-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo.

  Daniel T. Shih

Age: 66

Director since: 2012

Common stock owned: 19,067(1)

Percent of class: *

Former Principal Occupation or Position: Deputy Chairman, Executive Director and Chief Strategy Officer of Stella International Holdings Limited (a developer and manufacturer of footwear) from 2008 – August 2013.

Qualifications and Career Highlights:

Mr. Shih 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, from 2008 to August 2013. He previously held executive positions with PepsiCo (China) Investment Ltd. and Motorola (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.

  Kelvin R. Westbrook

Age: 62

Director since: 2003

Common stock owned: 45,421(1)

Percent of class: *

Principal Occupation or Position: President and Chief Executive Officer of KRW Advisors, LLC (a consulting and advisory firm) since 2007; Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (a broadband services company) (“MDM”)(7) from 2006 – 2007.

Directorships of Other Publicly-Owned Companies:Director of Stifel Financial Corp.(8),T-Mobile USA, Inc., and Mosaic Company; Trust Manager of Camden Property Trust.

Qualifications and Career Highlights:

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, andco-founder of two large cable television and broadband companies, and was or is a member of the board of several high-profile companies, includingT-Mobile USA, Inc. and the National Cable Satellite Corporation, better known asC-SPAN. In addition to Mr. Westbrook’s current service onfour public company boards he also serves on the board of amulti-billion dollarnot-for-profit healthcare services company.

ADM Proxy Statement 20189


PROPOSAL NO. 1 —ELECTION OF DIRECTORS

* Less than 1% of outstanding shares

(1) Consists of stock units allocated underin total. In nominating directors for election at our Stock Unit Plan for Nonemployee Directors (the “Stock Unit Plan”) that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes.

(2) Includes 24,696 stock units allocated under our Stock Unit Plan.

(3) Includes 20,682 stock units allocated under our Stock Unit Plan.

(4) Includes 318,709 shares held in trust, 238 shares held by a family-owned limited liability company, and 1,217,218 shares that are unissued but are subject to stock options exercisable within 60 days.

(5) Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009.

(6) Includes 13,309 stock units allocated under our Stock Unit Plan.

(7) Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately fifteen months after Mr. Westbrook resigned from MDM.

(8) Mr. Westbrook has informed the board of directors of Stifel Financial Corp. that he will not stand for reelection at its annual stockholder meeting, of stockholders in June 2018.

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

In assessing an individual’s qualifications to become a member of the Board and the Nominating/Nominating and Corporate Governance Committee may consider various factors including education, experience, judgment, independence, integrity, availability, and other factorshave determined that the Committee deems appropriate. The Nominating/each of our directors is currently compliant with our Corporate Governance Committee strivesGuidelines and has sufficient time, energy, and attention 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 Committee considers personal characteristics of nominees and current board members, including race, gender, and geographic origin, in an effort to obtain a diversity of perspectivesserve on theour Board.

The specific experience, qualifications, attributes, and skills that qualify each of our directors to serve on ourthe Board are described in the biographies above.above and in the Proxy Summary under “Director Nominee Qualifications, Skills, and Experience” on page 4 and “Director Nominee Diversity, Age, Tenure, and Independence” on page 5.

Director Nominations from StockholdersDIRECTOR NOMINATIONS FROM STOCKHOLDERS

The Nominating/Nominating and Corporate Governance Committee will consider nomineescandidates for director who are recommended by a stockholder. All candidates, regardless of the source of their recommendation, are evaluated using the same criteria.

If a stockholder provided thatdesires to nominate an individual to stand for election as a director at an annual stockholders’ meeting, the stockholder submitsmust submit the nominee’s name in a written notice delivered to our Corporate Secretary at our principal executive offices not less than 6090 nor more than 90120 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 receiveddelivered to the Corporate Secretary 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 mailedgiven or public disclosure of the date of the annual meeting was made (whichever first 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, must comply with the requirements of Rule 14a-19 under the Exchange Act, 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, a written representation and agreement from the proposed nominee attesting to certain facts set forth in Section 1.4(c)(2) of our bylaws, and a written statement from the proposed nominee as to whether he or shesuch person intends, if elected, to tender the advance, contingent, irrevocable resignation that would become effective should the individual fail to receive the required vote forre-election at the next meeting of stockholders.stockholders and upon acceptance of such resignation by the Board. Stockholders may also have the opportunity to include nominees in our proxy statement by complying with the requirements set forth in Section 1.15 of our bylaws. All candidates, regardless of the source of their recommendation, are evaluated using the same criteria.

 

1020 | ADM Proxy Statement 20182024


BOARD LEADERSHIP AND OVERSIGHTCorporate Governance

 

LOGO

Board Leadership Structure

BOARD LEADERSHIP STRUCTURECHAIR

Our company’sCompany’s Board of Directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board Chair be either combined or separated, because the Board believes it is in the best interest of our companyCompany to make this determination based on the position and direction of the companyCompany 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 Chair should be combined or separated. The Board’s implementation of a careful and seamless succession plan over the past several years demonstrates that the Board takes seriously its responsibilities under the Corporate Governance Guidelines to determine who should serve as ChairmanBoard Chair at any point in time in light of the specific circumstances facing our company.Company. After careful consideration, the Board has determined that having Mr. Luciano, our company’sCompany’s Chief Executive Officer, continue to serve as ChairmanBoard Chair is in the best interest of our stockholders at this time. The Chief Executive Officer is responsible for theday-to-day management of our companyCompany and the development and implementation of our company’sCompany’s strategy, and has access to the people, information, and resources necessary to facilitate board function. Therefore, the Board believes at this time that combining the roles of Chief Executive Officer and ChairmanBoard Chair contributes to an efficient and effective board.

TheLEAD DIRECTOR AND INDEPENDENT OVERSIGHT

Each year, if the Board Chair is not independent, the independent directors elect a Lead Director at the Board’s annual meeting.Director. Mr. Felsinger is currently servingCrews has served as Lead Director.Director since May 2023 and provides strong independent leadership and oversight. The Board believes that having an independent Lead Director provides the Board with independent leadership and facilitates the independence of the Board from management. The Nominating/Nominating and Corporate Governance Committee regularly evaluates the responsibilities of the Lead Director and considers current trends regarding independent board leadership. Since

In prior years, the 2017 annual meeting, the Board has enhanced the Lead Director’s responsibilities, as set forth in the Corporate Governance Guidelines, in connection with determining performance criteria for evaluating the Chief Executive Officer,Officer; evaluating the Board, committees, and individual directors,directors; and planning for management succession. In accordance with our Corporate Governance Guidelines, as so revised, the Lead Director: (i) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and regularly meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions; (ii) coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors; (iii) consults with the Chairman and approves all meeting agendas, schedules, and information provided to the Board, and may, from time to time, invite corporate officers, other employees, and advisors to attend Board or committee meetings whenever deemed appropriate; (iv) interviews, along with the Chairman and the Chair and members of the Nominating/Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Corporate Governance Committee; (v) advises the Nominating/Corporate Governance Committee on the selection of members of the board committees; (vi) advises the board committees on the selection of committee chairs; (vii) works with the Chairman and Chief Executive Officer to propose a schedule of major discussion items for the Board; (viii) guides the Board’s governance processes; (ix) provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict; (x) has the authority to call meetings of the independent directors; (xi) if requested by major stockholders, ensures that he or she is available for consultation and direct communication; (xii) leads thenon-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer; (xiii) works with the Chair of the Compensation/Succession Committee to guide the Board’s discussion of management succession plans; (xiv) works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors; and (xv) performs such other duties and responsibilities as the Board may determine.

(1)  presides at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors, and regularly meets with the Board Chair and Chief Executive Officer for discussion of appropriate matters arising from these sessions;

(6)  advises the board committees on the selection of committee chairs;

(2)  coordinates the activities of the other independent directors and serves as liaison between the Board Chair and the independent directors;

(7)  works with the Board Chair and Chief Executive Officer to propose a schedule of major discussion items for the Board;

(3)  consults with the Board Chair and approves all meeting agendas, schedules, and information provided to the Board, and may, from time to time, invite corporate officers, other employees, and advisors to attend Board or committee meetings whenever deemed appropriate;

(8)  guides the Board’s governance processes;

(4)  interviews, along with the Board Chair and the Chair and members of the Nominating and Corporate Governance Committee, all director candidates and makes recommendations to the Nominating and Corporate Governance Committee;

(9)  provides leadership to the Board if circumstances arise in which the role of the Board Chair or Chief Executive Officer may be, or may be perceived to be, in conflict;

(5)  advises the Nominating and Corporate Governance Committee on the selection of members of the board committees;

(10)  has the authority to call, and set the agendas for, meetings of the independent directors;

ADM Proxy Statement 2024 | 21


LOGOCORPORATE GOVERNANCE — Board Role in Risk Oversight

LOGO

(11)  if requested by major stockholders, ensures that the Lead Director is available for consultation and direct communication;

(14)  works with the Chair of the Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors;

(12)  leads the non-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer;

(15)  works with the Chair of the Sustainability and Corporate Responsibility Committee to set sustainability and corporate responsibility objectives; and

(13) works with the Chair of the Compensation and Succession Committee to guide the Board’s discussion of management succession plans;

(16)  performs such other duties and responsibilities as the Board may determine.

In addition to electing a Lead Director, our independent directors facilitate the Board’s independence by meeting frequently as a group, including meeting in executive session at each regular board meeting, and fostering a climate of transparent communication. The high level of contact and communication between our Lead Director and our Chairman between board meetingsBoard Chair throughout the year and the specificity contained in the Board’s delegation of authority parametersLead Director’s responsibilities also serve to foster effective board leadership.Board leadership, as demonstrated by the internal investigation led by the Audit Committee regarding certain accounting practices and procedures with respect to ADM’s Nutrition reporting segment, including as related to certain intersegment sales, which was initially disclosed in January 2024. For more details on our independent directors, see below under “Independence of Directors” on page 27.

BOARD ROLE IN RISK OVERSIGHTBoard Role in Risk Oversight

Management is responsible forday-to-day risk assessment and mitigation activities, and our company’sCompany’s Board of Directors is responsible for risk oversight, focusing on our company’sCompany’s overall risk management strategy, our company’sCompany’s degree of tolerance for risk, and the steps management is taking to manage and mitigate our company’sCompany’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’sCompany’s enterprise risk management (ERM) process and regularly discusses our company’sCompany’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our company’sCompany’s risk assessment and risk management processes. The Audit Committee periodically reports to ourthe Board of Directors regarding significant matters identified with respect to the foregoing.

ADM Proxy Statement 201811


BOARD LEADERSHIP AND OVERSIGHT

Management has established an Enterprise Risk Management Committee consisting of a Chief Risk Officer and other personnel representingthat represent multiple functional and regional areas within our company,Company, with broad oversight of the risk management process.

 

 

BOARD OF DIRECTORS

 

q q q  q

Audit

Committee

 

•  assists the Board in fulfilling its oversight responsibility to the stockholders relating to the company’sCompany’s major risk exposures

 

•  oversees the company’s enterpriseCompany’s ERM process, focusing on key risk management processareas including trading, operations, health and safety, workforce, climate, cybersecurity, financial, tax, regulatory, and compliance

 

•  regularly discusses the steps management has taken to monitor and control risk exposure

 

•  regularly reports to the Board regarding significant matters identified

  

    Nominating/Nominating and Corporate

Governance Committee

 

•  has authority to assignassigns oversight of specific areas of risk to other committees

 

•  recommends director nominees who it believes will capablyare capable to assess and monitor risk

  

    Compensation/Compensation and Succession

Committee

 

•  assessesoversees process for assessing potential risks associated witharising from compensation decisionspolicies and practices

 

•  engages an independent outside consultant every other year to review the company’sCompany’s compensation programs and evaluate the risks in such programs

Sustainability and Corporate Responsibility Committee

•  oversees the Company’s compliance with sustainability and corporate responsibility laws and regulations

•  assesses the Company’s performance relating to sustainability and corporate responsibility goals and industry benchmarks, including workplace safety, process safety, environmental, social well-being, diversity and inclusion, corporate giving, and community relations

•  reviews sustainability-related risks quarterly through the ERM process

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LOGOCORPORATE GOVERNANCE — Sustainability and Corporate Responsibility

LOGO

SENIOR MANAGEMENT

q

 

SENIOR MANAGEMENT

Enterprise Risk Management Committee

•  ensures ongoing evaluation and implementation and maintenance of a processprocesses to identify, evaluate, and prioritize risks to achievement of our company’sCompany’s objectives

 

•  ensures congruence of risk decisions with our company’sCompany’s values, policies, procedures, measurements, and incentives or disincentives

 

•  supports the integration of risk assessment and controls into mainstream business processes, planning, and decision-making

  

•  identifies roles and responsibilities across our companyCompany in regard to risk assessment and control functions

 

•  promotes consistency and standardization in risk identification, reporting, and controls across our companyCompany

 

•  ensures sufficient information capabilities and information flow to support risk identification and controls and alignment of technology assets

  

•  regularly evaluates the overall design and operation of the risk assessment and control process, including development of relevant metrics and indicators

 

•  reports regularly to senior management and ourthe Board regarding the above-described processes and the most significant risks to our company’sCompany’s objectives

BOARD ROLE IN OVERSEEING POLITICAL ACTIVITIESCYBERSECURITY

The Board has oversight of cybersecurity risk, which it manages as part of the ERM program. The Board is assisted by the Audit Committee, which regularly reviews the cybersecurity program with management and reports to the full Board. Cybersecurity reviews by the Audit Committee or the Board generally occur quarterly, or more frequently as determined to be necessary or advisable. In recent years, the Board added a director, Mr. Colbert, who had served as Chief Information Officer for a large public company with sensitive information to assist the Board and Audit Committee in overseeing cybersecurity risks.

For additional details on cybersecurity risks and ADM’s cybersecurity program, please see Item 1C, “Cybersecurity” included in the Company’s 2023 Annual Report on Form 10-K.

Sustainability and Corporate Responsibility

At ADM, sustainable practices and a focus on environmental and social responsibility are foundational to the Company’s purpose and culture, and integral to the work the Company does every day to serve customers and create value for stockholders.

SUSTAINABILITY

Our disclosure for sustainability topics, including climate change and nature, are guided by the Global Reporting Initiative (GRI), Taskforce on Climate-Related Financial Disclosures (TCFD), and Taskforce on Nature-Related Financial Disclosures (TNFD) frameworks including Governance, Strategy, Risk Management, and Metrics & KPIs.

Governance: Our sustainability efforts are overseen by our Board of Directors, including a dedicated Sustainability and Corporate Responsibility Committee, and led by our Chief Sustainability Officer (CSO), who is supported by regional sustainability teams. For more on the Sustainability and Corporate Responsibility Committee, see below on page 30.

ADM Proxy Statement 2024 | 23


LOGOCORPORATE GOVERNANCE — Sustainability and Corporate Responsibility

LOGO

Strategy: We have aligned our sustainability efforts with the United Nations Sustainable Development Goals, which serve as a road map to achieve a better future for all. Specifically, we are focusing our efforts toward Zero Hunger, Clean Water and Sanitation, Climate Action, and Life On Land, as described in more detail below.

UN SDG

IUCN Societal ChallengesADM Programs

Zero Hunger

Food Security

•  Regenerative and sustainable agriculture projects that increase food production while promoting farm economic stability, minimizing chemical inputs, protecting water quality, and improving soil health and biodiversity

•  Assessing and addressing post-harvest loss

•  Food security and hunger relief

Clean Water and Sanitation

Water Security

•  Developing a global strategy focused on improving community well- being in priority watersheds including water-stressed areas by 2025

•  Clean water projects through ADM Cares

Climate Action

Climate Change Mitigation and Adaptation

•  Carbon reduction project identification and glidepath (for more information, see our website at www.adm.com/globalassets/sustainability/2022-landing/c17-2023-
carbon-reduction-program-assessment-update—final-11-14-23.pdf)

•  Permanent carbon capture and storage (CCS) via onsite injection and geological sequestration

Life on Land

Environmental Degradation and Biodiversity Loss

•  No-Deforestation and No-Conversion Program (for more information, see our website at www.adm.com/en-us/sustainability/sustainability-reports/#sa-soy-action-plan)

•  Regenerative Agriculture Program (for more information, see our website at www.adm.com/globalassets/adm-2023-regenerative-agriculture-report2.pdf)

•  Biodiversity collaborations through ADM Cares

Risk Management: Sustainability risks are identified through several processes, including TCFD Scenario Analysis, and tracked and monitored in our ERM program.

In 2023, we launched our supply chain due diligence program and conducted a human rights saliency exercise. ADM has begun identifying and assessing nature-related issues using the LEAP framework from TNFD.

KPIs, Goals and Disclosure: Tracking key performance indicators (KPIs) and setting goals and targets enables us to measure and demonstrate progress toward our sustainability strategy.

In 2023, we added three new goals:

We aim to eliminate native habitat conversion by 2025 in high risk areas of South America.

We aim to have 25% of our total energy usage derived from low-carbon sources by 2035.

We aim to reduce our absolute water usage by 10% by 2035 over a 2019 baseline.

Our Corporate Sustainability Report contains specific data and disclosures and is available on our website at www.adm.com/sustainability.

SOCIAL IMPACT

ADM’s corporate social investment program, ADM Cares, aligns the Company’s corporate giving with its business strategies and sustainability objectives. Through the program, ADM works to sustain and strengthen its commitment to communities where ADM colleagues work and live by directing funding to initiatives and organizations driving meaningful social, economic, and environmental progress. Our three sustainability focus areas of giving are: sustainability, food security, and health and well-being.

24 | ADM Proxy Statement 2024


LOGOCORPORATE GOVERNANCE — Board Role in Overseeing Political Activities

LOGO

DIVERSITY, EQUITY, AND INCLUSION

ADM believes diversity, equity, and inclusion (DE&I) are key business priorities that will enable ADM to continue innovating, driving growth through customer focus, and delivering outstanding performance for stockholders. Part of ADM’s vision is to foster an inclusive culture with equitable opportunities for all employees so that all members of its diverse, global workforce belong and make meaningful contributions to the success of each other and the Company.

The Company’s comprehensive DE&I strategy is focused on Recruitment, Advancement, Development, Retention, and Culture, and is supported by a global DE&I council, which reflects the Company’s global business strategy across four regions of the world. ADM’s DE&I strategy is overseen by the Sustainability and Corporate Responsibility Committee of the Board. The Senior Vice President, Chief People and Diversity Officer meets periodically with the Sustainability and Corporate Responsibility Committee to discuss ADM’s diversity progress and strategy.

In support of ADM’s commitment to a productive, diverse, and inclusive workforce, it is a signatory to the CEO Action for Diversity & InclusionTM and a member of Paradigm for Parity®. At the industry level, ADM founded and currently participates in Together We Grow, a consortium of agricultural industry leaders united in a shared belief that American agriculture’s best days are yet to come. Emphasizing diversity and inclusion, Together We Grow works to build a modern workforce with the skills, experience, and capabilities needed to keep pace with the growing world.

For additional details, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

SAFETY

At ADM, we are committed to providing a safe working environment for all our employees and contractors. For the last several years, the Company has been working to significantly reduce its incident rate by strengthening its safety culture and systems so everyone will go home safely to their families and the things that are most important to them.

ADM sets high standards for the safety of our employees, contractors, and workplaces, including maintaining a goal of zero fatalities. In 2023, we did not meet our expectations for safety. The Company had two ADM colleague fatalities and 12 serious injuries in 2023. About 76% of ADM’s sites completed the year without recordable injuries and about 90% without lost workday injuries. The Company is taking a series of actions to improve not only the occupational safety of our colleagues, but also to improve the full process systems that support our daily operations efforts. Through the guidance of the Environmental, Health, and Safety Technology Center, the operations teams focused on the following programs to reduce the most serious injuries:

Safe Work Permit and Last Minute Risk Assessment Standards;

Gloves Clock-to-Clock Program;

New Site Integration Process; and

Loss Prevention Principles

Through continued application of these programs, ADM aims to continue to reduce its recordable injury rate in 2024 versus 2023. For additional details, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Board Role in Overseeing Political Activities

The Board of Directors believes that participation in the political process is important to our business. Webusiness and our communities. ADM and our political action committee (ADMPAC) therefore, funded by our employees’ voluntary contributions, support candidates for political officein a bipartisan manner. These candidates and organizations that shareelected officials represent assets and/or areas with a large colleague presence and have a role in advancing ourpro-growth vision, policy priorities related to our aspirations for the futurebusiness. Contributions are not an endorsement of global agriculture, and our commitment to the people who dependevery position taken by an official on it for their lives and livelihoods.every issue. Decisions by ADMPAC to support particular candidates and/or organizations are subject to fixed policiesmade consistent with the ADM PAC By-Laws and determinedguided by the company’s best interests, not the personal political preferences of our company’s executives.policies. ADMPAC submits to the Federal Election Commission (FEC) regular, detailed reports on all federal political contributions, which reportscontributions. Reports are publicly available to the public on the FEC’s website. Similarly, contributions to state candidates are disclosed to relevant state authorities and typically disclosed on individual states’ websites.

In addition to our contributions to individual candidates for public office and candidate committees, we also supporthave supported a small number ofso-called “527” groups, including the Democratic Governors Association, Democratic Legislative Campaign Committee, Democratic Lieutenant Governors Association, the Republican Governors Association, Ag America, and the Republican State Leadership Committee. We havedo not supportedsupport independent political expenditures or 501(c)(4) organizations. Finally, we have memberships in several industry, trade, and business associations representing the agriculture and the business community. If a trade association engages in politicalfederal lobbying activity, the amount of dues associated with this political advocacy isare reported in our quarterly LD2 filings.

 

12  ADM Proxy Statement 20182024 | 25


LOGOCORPORATE GOVERNANCE — Code of Conduct


BOARD LEADERSHIP AND OVERSIGHTLOGO

 

We engage in a centralized, deliberative process when making decisions about the company’sCompany’s political participation to ensure that it complies with all applicable laws and makes appropriate disclosures. Contributions of greater than $1,000 typically require the approval of the board of directors of ADMPAC, a political action committee funded by our employees’ voluntary contributions.ADMPAC. The ADMPAC board of directors is chaired by the vice president of state government relations and composed of employees who represent various areasbusiness and functional segments of the company.Company. Contributions of less than $1,000 may be authorized by the company’sCompany’s vice president of government relations and vice president of state government relations. All contributions receive legal review by external counsel.

OurThe Board of Directors provides oversight of ADMPAC’s and the company’sCompany’s political activities, political contributions, and compliance with relevant laws. At each quarterly board meeting, ADM management provides the Nominating/Nominating and Corporate Governance Committee, with a detailed reporton behalf of the Board, reviews and provides guidance on our political contributions in the previous quarter. Any member of the Board may obtain further detailed information concerning political contributions, trade associations, compliance with federal and state laws, or any other related topic.topic from the Company’s Government Relations team.

For more information on ADM’s political policies and activities, please see https://www.adm.com/our-company/us-political-contributions.

Code of Conduct

ADM recently completed a comprehensive review and update of its Code of Conduct, which has been adopted by the Board and 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 Securities and Exchange Commission (SEC) and in other public communications. The Code of Conduct applies to all of our directors, employees, and officers, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available at our website, https://www.adm.com/our-company/the-adm-way/code-of-conduct, and is available free of charge upon written request to ADM, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be disclosed promptly on our website.

Insider Trading Policy

We have adopted an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our directors, officers, and employees, which is reasonably designed to promote compliance with insider trading laws, rules, and regulations.

 

26 | ADM Proxy Statement 20182024  13


LOGOCORPORATE GOVERNANCE — Board, Committee, and Director Evaluations


DIRECTOR EVALUATIONS; SECTION 16(a) REPORTING COMPLIANCELOGO

 

BOARD, COMMITTEE, AND DIRECTOR EVALUATIONSBoard, Committee, and Director Evaluations

The Board of Directors believes that a robust annual evaluation process is a critical part of its governance practices. Accordingly, the Nominating/Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Board, of Directors, each committee of the Board, and each individual director. The Nominating/This year, the Nominating and Corporate Governance Committee approves written evaluation questionnaires which are distributedengaged an independent outside lawyer who had served as a director and general counsel of public companies to each director. The resultsconduct an in-depth interview of each written evaluation are provided to, and compiled by, an outside firm. Individual directors are evaluated by their peers in a confidential process. Our Lead Director works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation ofdirector on the performance of the Board, committees, and individual directors, and delivers and discusses individual evaluation results withdirectors. The outside lawyer provided reports on each director. Thecommittee to the chair of the Nominating/committee, and reports on individual directors to the Board Chair, the Lead Director, and the Chair of the Nominating and Corporate Governance Committee deliversCommittee. The Lead Director then delivered to and discussesdiscussed with each individual director the Lead Director’s individual evaluation with him or her.of such director. Results of the performance evaluations of the committees and the Board arewere discussed at appropriate committee meetings and with the full board.Board.

OurThe Board utilizes the results of these evaluations in making decisions on board agendas, board structure, committee responsibilities and agendas, and continued service of individual directors on the board.

LOGO

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 that 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 fiscal year ended December 31, 2017, our directors and executive officers complied with all Section 16(a) filing requirements.Board.

 

14 ADM Proxy Statement 2018


INDEPENDENCE OF DIRECTORS

INDEPENDENCE OF DIRECTORS

Interviews with independent outside lawyer

LOGOResults delivered to Board Chair, Lead Director, and Chair of the Nominating and Governance CommitteeLOGOIndividual evaluations are discussed with each directorLOGO

  NYSE IndependenceCommittee and Board evaluations are discussed at committee meetings and with the full Board

The listing standardsIndependence 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:Directors

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 any12-month period within the last three years more than $120,000 per year in direct compensation from us other than for service as a director, provided that compensation received by an immediate family member for service as anon-executive officer employee is not considered in determining independence;

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.

The Board of Directors has reviewed business, familial, and charitable relationships between usour Company and eachnon-employee director and director nominee to determine compliance with theapplicable NYSE independence standards described above and our bylaw independence standards, described below 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 ten of its eleven current members, Messrs. Boeckmann,Burke, Colbert, Collins, Crews, Dufour, Felsinger, Moore, Sanchez, Shih, and Westbrook, Ms.Mses. Harrison and Ms. Sandler, are independent, and that Mr. Burke, the director nominee, is alsoDrs. de Brabander and Schlitz are independent. Mr. Luciano is not independent under the NYSE or bylaw standards because of his employment with us.

In determining that Mr. Boeckmanneach director and nominee is independent (other than Mr. Luciano), the Board considered that, inreviewed the ordinary coursefollowing transactions, relationships, or arrangements where the director is an officer of business, BP p.l.c. sold natural gas and fuel to our company and purchased ethanol and biodiesel from our company, all on anarm’s-length basis during the fiscal year ended December 31, 2017. Mr. Boeckmann is a director of BP.third party. The Board determined that Mr. Boeckmann does not havethe amounts or relationships involved in each of the following matters fall below applicable thresholds or outside the NYSE or bylaw independence standards, that neither of the directors had a direct or indirect material interest in such transactionsthe matters described below, and that such transactionsmatters do not impair Mr. Boeckmann’s independence.the independence of any director or nominee.

Name

Matters Considered

E. de Brabander

Ordinary course business with Elanco, where she serves as Executive Vice President of Innovation and Regulatory Affairs (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis).

L. Z. Schlitz

Ordinary course business with Johnson Controls, where she serves as Vice President and President, Global Products (purchases from ADM of certain equipment products and services on an arm’s length basis).

In determining that Mr. Burke is independent,addition, the Board considerednoted that the following directors are, or were during 2023, a member of the board of the following organizations that ADM had purchases from, or sales to, during 2023: Mr. Collins, Cibus, Inc. and Pivot Bio; Mr. Crews, WestRock Company; Ms. Harrison, WestRock Company and Ashland Global Holdings; Ms. Sandler, Keurig Dr. Pepper Inc. and Pharmavite; and Mr. Westbrook, Mosaic Company and T-Mobile US, Inc. Because in the ordinary course of business, AECOM, of which Mr. Burke is Chairman and Chief Executive Officer, sold engineering services to our company and purchased various products from our companyeach case such transactions were on anarm’s-length arm’s length basis, during the fiscal year ended December 31, 2017. The Board determined that this arrangement did not exceeddirector served only as a board member of such organization, and none of the NYSE’s threshold of 2.0% of AECOM’s consolidated gross revenues, that Mr. Burke does not havedirectors had a direct or indirect material interest in such transactions, andthe matters described above, the Board determined that such transactionsmatters do not impair Mr. Burke’s independence.

In determining that Mr. Crews is independent, the Board considered that, in the ordinary courseindependence of business, WestRock Company, of which Mr. Crews is a director, purchased various products from our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on anarm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that Mr. Crews does not have a direct or indirect material interest in such transactions and that such transactions do not 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 was Senior Executive Vice President and is a director, sold certain chemicals to our company on anarm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% 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 impair Mr. Dufour’s independence.

In determining that Ms. Harrison is independent, the Board considered that, in the ordinary course of business,Colgate-Palmolive Company, of which Ms. Harrison is President of Global Oral Care, purchased various products from our company on anarm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Colgate Palmolive Company’s consolidated gross revenues, that Ms. Harrison does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Harrison’s independence.

ADM Proxy Statement 201815


INDEPENDENCE OF DIRECTORS

In determining that Mr. Westbrook is independent, the Board considered that, in the ordinary course of business, Mosaic Company, of which Mr. Westbrook is a director, sold fertilizer products to our company and purchased certain logistics and other services from our company on anarm’s-length basis during the fiscal year ended December 31, 2017. The Board determined that Mr. Westbrook does not have a direct or indirect material interest in such transactions and that such transactions do not impair Mr. Westbrook’s independence.any director.

 

  Bylaw Independence

ADM Proxy Statement 2024 | 27

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.
LOGOis not a current employee or a former member of our senior management or the senior management of one of our affiliates;CORPORATE GOVERNANCE — Corporate Governance Guidelines

 

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

LOGO

 

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.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set forth 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 website, www.adm.com,https://www.adm.com/investors/corporate-governance, and are available free of charge upon written request to Archer-Daniels-Midland Company,ADM, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601.

Independent Executive Sessions

In accordance with our Corporate Governance Guidelines, thenon-management directors meet in independent executive session at least quarterly. If thenon-management directors include any directors who are not independent pursuant to the Board’s

determination of independence, at least one executive session each year includes only independent directors. The Lead Director, or in his or her absence, the chairmanchair of the Nominating/Nominating and Corporate Governance Committee, presides at such meetings.meetings of independent directors. Thenon-management directors met in independent executive session four times during fiscal year 2017.

16ADM Proxy Statement 2018
2023.


INFORMATION CONCERNING COMMITTEES AND MEETINGSBoard Meetings and Attendance at Annual Meetings of Stockholders

BOARD MEETINGS AND ATTENDANCE AT ANNUAL MEETINGS OF STOCKHOLDERS

During the last fiscal year, ourthe Board of Directors held tenseven meetings. All incumbent directors attended 75% or more of the combined total meetings of the Board and the committees on which they served during such period. Our Corporate Governance Guidelines provide that all directors standing for election are expected to attend the annual meeting of stockholders. All director nominees standing for election at our last annual stockholders’ meeting held on May 4, 2017,2023, attended that meeting, with the exception of Mr. Dufour.meeting.

Information Concerning Committees and Meetings

INFORMATION CONCERNING COMMITTEES AND MEETINGS

The Board’s standing committees arefor the year ended December 31, 2023, consisted of the Audit, Compensation/Compensation and Succession, Nominating/Nominating and Corporate Governance, Sustainability and Corporate Responsibility, and Executive Committees. Each committee operates pursuant to a written charter adopted by the Board, available on our website, www.adm.com.

 

AUDIT COMMITTEE

The Audit Committee consists of Mr. Burke (Chair), Mr. Colbert, Dr. de Brabander, Ms. Harrison, Mr. Moore, and Ms. Sandler. The Audit Committee met nine times during the 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:

The Audit Committee consists of Mr. Crews (Chairman), Mr. Dufour, Mr. Moore, Mr. Sanchez, and Ms. Sandler. The Audit Committee met nine times during the 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. the Company’s oversight of risk and the ERM program;

  6.

7. matters of legal and regulatory compliance;

7.

8. the performance of our company’sCompany’s tax, compliance, function;

and insurance functions;

 

8.

9. business and charitable relationships and transactions between us and eachnon-employee director, director nominee, and executive officer to assess potential conflicts of interest and impairment of independence; and

 

9.

10. the company’sCompany’s earnings press releases and information provided to analysts and investors.

For additional information with respect to the Audit Committee, see the sections of this proxy statement entitled “Board Role in Risk Oversight,” “Report of the Audit Committee,” and “Audit Committee Pre-Approval Policies.”

For additional information with respect to the Audit Committee, see the sections of this proxy statement entitled “Report of the Audit Committee” and “Audit CommitteePre-Approval Policies.”

 

28 | ADM Proxy Statement 2024


LOGOCORPORATE GOVERNANCE — Information Concerning Committees and Meetings

LOGO

COMPENSATION AND SUCCESSION COMMITTEE

  Compensation/

The Compensation and Succession Committee consists of Mr. Westbrook (Chair), Mr. Colbert, Mr. Collins, and Dr. Schlitz. The Compensation and Succession Committee met four times during the most recent fiscal year. All of the members of the Compensation and 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, including the NYSE listing standards specifically applicable to compensation committee members.

The Compensation and Succession Committee:

The Compensation/Succession Committee consists of Mr. Westbrook (Chairman), Mr. Boeckmann, Mr. Dufour, Ms. Harrison, and Mr. Shih. The Compensation/Succession Committee met four times during the 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, 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;

 

3.

approves all compensation elements with respect to our directors, 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 fornon-employee directors;

 

6.

reviews and monitors our succession plans;

 

7.

approves awards to employees pursuant to our incentive compensation plans;

 

8.

approves major modifications in the employee benefit plans with respect to the benefits that salaried employees receive under such plans; and

 

9.

ensures succession processes are in place to aid business continuity.continuity; and

10. oversees and administers policies, plans, and agreements concerning the recoupment of incentive compensation, or “clawback policies.”

The Compensation and Succession Committee provides reports to the Board and, where appropriate, submits actions to the Board 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.

To the extent consistent with the General Corporation Law of Delaware, the committee may delegate the authority to grant equity awards to individuals who are not directors or executive officers. The charter for the Compensation and 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 and Succession Committee, including the committee’s processes for determining executive compensation, see the section of this proxy statement entitled “Compensation Discussion and Analysis.”

 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

ADM Proxy Statement 201817


INFORMATION CONCERNING COMMITTEES AND MEETINGS

The Compensation/Succession Committee provides reports to the Board of Directors

The Nominating and where appropriate, submits 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 thenon-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 specifies 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 consists of Mr. Moore (Chair), Mr. Burke, Ms. Sandler, and Mr. Westbrook. The Nominating and Corporate Governance Committee met four times during the most recent fiscal year. All of the members of the Nominating and 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 and Corporate Governance Committee:

The Nominating/Corporate Governance Committee consists of Mr. Moore (Chairman), Mr. Boeckmann, Ms. Sandler, Mr. Shih, and Mr. Westbrook. The Nominating/Corporate Governance Committee met four times during the 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;

 

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;Board and the Company;

 

4.

assigns oversight of particular risk areas to other committees of the board;

5. leads the evaluation of the directors, the Board, and board committees; and

6. has oversight responsibility for certain of the Company’s corporate objectives and policies.

 

  5.has oversight responsibility for the company’s corporate objectives and policies relating to social responsibility and sustainability.ADM Proxy Statement 2024 | 29


LOGOCORPORATE GOVERNANCE — Stockholder Outreach and Engagement

LOGO

 

SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE

  Executive

The Sustainability and Corporate Responsibility Committee consists of Ms. Harrison (Chair), Mr. Collins, Dr. de Brabander, and Dr. Schlitz. The Sustainability and Corporate Responsibility Committee met four times during the most recent fiscal year. All of the members of the Sustainability and Corporate Responsibility 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 Sustainability and Corporate Responsibility Committee:

1. oversees objectives, goals, strategies, and activities relating to sustainability and corporate responsibility matters, including workplace safety, process safety, environmental, social well- being, diversity, equity, and inclusion, corporate giving, and community relations;

2. receives and reviews reports from management regarding strategies, activities, compliance, and regulations regarding sustainability and corporate responsibility;

3. has authority to obtain advice and assistance from internal or external advisors; and

4. leads the evaluation of the Company’s performance related to sustainability and corporate responsibility.

For more information on the Company’s sustainability and corporate responsibility efforts, see the section of this proxy statement entitled “Sustainability and Corporate Responsibility.”

The Executive Committee consists of Mr. Luciano (Chairman), Mr. Felsinger (Lead Director), and the chairs of our three standing committees, Mr. Crews, Mr. Moore, and Mr. Westbrook. The Executive Committee met one time during the 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.

 

EXECUTIVE COMMITTEE

18ADM Proxy Statement 2018

The Executive Committee consists of Mr. Luciano (Board Chair), Mr. Crews (Lead Director), Mr. Burke (Chair of the Audit Committee), Ms. Harrison (Chair of the Sustainability and Corporate Responsibility Committee), Mr. Moore (Chair of the Nominating and Corporate Governance Committee), and Mr. Westbrook (Chair of the Compensation and Succession Committee). The Executive Committee did not meet during the most recent fiscal year. The Executive Committee acts on behalf of the Board to determine matters which, in the judgment of the Board Chair, 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.

Stockholder Outreach and Engagement


STOCKHOLDER OUTREACH AND ENGAGEMENT

STOCKHOLDER OUTREACH AND ENGAGEMENT

As part of our commitment to effective corporate governance practices, in 2017late 2023 and early 2024 we reached out to many of our largest institutional stockholders to hold formal discussions with them to help us better understand thetheir views of our investors on key topics. We intend to continue our outreach efforts following the filing of this proxy statement. Our Lead Director (who, as discussedprovided in the Corporate Governance Guidelines, ensures that he is available for consultation and direct communication with major stockholders), General Counsel, Chief People Officer, Chief Sustainability Officer, and seniorother management participated in these meetings to discuss and obtain feedback on our Board of Directors, corporate governance, ERM, executive compensation, environmental, social, and governance (ESG) issues, and other related issues important to our stockholders.

We share stockholder feedback with ourthe Board and its committees to enhance both our governance, practicescompensation, and transparency of these practices to our stockholders.ESG practices. We also review the voting results of our most recent annual meeting of stockholders, the stockholder feedback received through our engagement process, the governance practices of our peers and other largesimilar public companies, and current trends in governance as we consider enhancements to our governance practices and disclosure. We value our dialogue with our stockholders and believe our outreach efforts, which are in addition to our other communication channels available to our stockholders and interested parties, help ensureprovide transparency of our corporate governance, risk management, compensation, ESG, and other related practices and help ensure that our practices continue to evolve and reflect the insights and perspectives of our many stakeholders. We welcome suggestions from our stockholders on how the Board and management can enhance this dialogue in the future.

Communications with DirectorsCOMMUNICATIONS WITH DIRECTORS

We have approved procedures for stockholders and other interested parties to send communications to individual directors or thenon-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,ADM, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. All correspondence will be forwarded to the intended recipients.

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 directors, employees, and officers, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available at our website, www.adm.com, and is available free of charge upon written request toArcher-Daniels-Midland Company, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be disclosed promptly on our website.

 

30 | ADM Proxy Statement 20182024  19


EXECUTIVE STOCK OWNERSHIP

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 own shares of common stock with a fair market value within a range of one to six 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

LOGO
 

Ownership Guideline

as a Multiple of Salary

J. R. Luciano

 6.0x

R. G. Young

3.0x

D. C. Findlay

3.0x

G. A. Morris

3.0x

J. D. Taets

3.0x

Executive Officer Stock Ownership

The following table shows the number of shares of our common stock beneficially owned as of March 12, 2018, directly or indirectly, by each of the named executive officers.

Executive

 Common Stock
Beneficially Owned
 

Options Exercisable

Within 60 Days

 Percent of Class

J. R. LUCIANO

 1,986,104(1) 1,217,218 *

R. G. YOUNG

 959,014(2) 651,011 *

D. C. FINDLAY

 501,984(3) 324,092 *

G. A. MORRIS

 197,298(4) 76,666 *

J. D. TAETS

 432,101(5) 250,019 *

* Less than 1% of outstanding shares

(1) Includes 318,709 shares held in trust, 238 shares held by a family-owned limited liability company, and stock options exercisable within 60 days.

(2) Includes 4,000 shares held in our Dividend Reinvestment Plan and stock options exercisable within 60 days.

(3) Includes stock options exercisable within 60 days.

(4) Includes 574 shares held in our 401(k) and Employee Stock Ownership Plan and stock options exercisable within 60 days

(5) Includes 869 shares held in our 401(k) and Employee Stock Ownership Plan and stock options exercisable within 60 days

Common stock beneficially owned as of March 12, 2018, by all directors, director nominees, and executive officers as a group, numbering 20 persons including those listed above, is 5,245,170 shares representing 0.94% of the outstanding shares, of which 270,163 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 4,696 shares are held in our 401(k) and Employee Stock Ownership Plan, 4,486 shares are held in our Dividend Reinvestment Plan, 2,966,039 shares are unissued but are subject to stock options exercisable within 60 days, and no shares are subject to pledge.

20ADM Proxy Statement 2018


COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy and Objectives

ADM’s executive compensation programs are designed to align the interests of our executive officers with those of our shareholders. We believe in:

Rewarding executives for creating value for our stockholders.

Designing and providing market-competitive compensation programs, enabling us to attract and retain high quality executive talent by rewarding excellence in leadership and the successful implementation of our business strategy.

Encouraging a culture ofpay-for-performance by requiring sufficient financial performance before awards may be earned and directly tying awards to quantifiable performance.

Delivering competitive levels of compensation to our executives if we achieve our performance goals and enhance stockholder value.

TABLE OF CONTENTS

Section Page 

1.

 Executive Summary  21 

2.

 Components of Executive Compensation  22 

3.

 Executive Compensation Best Practices  25 

4.

 Oversight of Executive Compensation  26 

5.

 2017 Executive Compensation  28 

6.

 Peer Group  33 

7.

 Employment Agreements, Severance, andChange-in-Control Benefits  34 

8.

 Governance Features of Our Executive Compensation Programs  34 

SECTION 1 — EXECUTIVE SUMMARY

Our Compensation Elements

In 2017, the three key elements of our pay program continued to be base salary, annual cash incentive awards, and long-term incentive (LTI) awards. We refer to the combination of these three elements as “total direct compensation.”

We believe our salaries and performance-based annual cash incentives awards encourage and reward current business results while our LTI awards and stock ownership guidelines reward sustained performance.

2017 Compensation Changes

For 2017, the Compensation/Succession Committee approved a number of changes which included:

A move to market based LTI equity awards providing long term incentives for 2017 in amounts with a more direct tie to the company’s three-year future performance and value creation.

Grant of performance share units that may be earned over a three-year future performance period based on the degree to which the company achieves various performance metrics.

Provision for “double trigger” accelerated vesting upon a change in control, revised from priorsingle-trigger change in control.

Expansion of the scope of the LTI award forfeiture and recovery provisions to further mitigate risks associated with the compensation program and further protect the company’s interest against unfair and inappropriate conduct.

2017 ADM Performance

ADM delivered positive results in challenging market conditions, overcoming certain of the challenges we faced in 2016. In 2017, we grew earnings per share, improved returns on invested capital, and generated positive economic value added. Our focus on efficiency and costs during a challenging period helped to increase adjusted earnings per share to $2.43 in 2017, a 12.5 percent increase from 2016. We achieved a trailing four-quarter average adjusted return on invested capital (ROIC) of 6.4 percent, 40 basis points above our 2017 weighted average cost of capital (WACC) of 6.0 percent. Our 2017 Adjusted EBITDA was $3,187 million. We continued executing the most sweeping portfolio transformation in 115 years by acquiring, investing in, partnering with, or divesting around 20 companies since 2014 to expand and focus our product portfolio.

ADM Proxy Statement 201821


COMPENSATION DISCUSSION AND ANALYSIS

2017 Financial and Operating Performance Inclusive of 2017 Retroactive Biodiesel Blender’s Tax Credit(1)

The Compensation Succession Committee chose to recognize the 2017 retroactive biodiesel blender’s tax credit in the year it was earned even though it was not approved by Congress until February 2018. The Adjusted EBITDA and Adjusted ROIC metrics used to calculate the 2017 annual cash incentive target levels included the net benefits of the biodiesel blender’s tax credits and hence it was appropriate for the Committee to consider this in the performance compensation calculation. Those values are reflected below for FY2017. The value will be deducted from any performance compensation calculations in 2018.

LOGO

(1) Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with generally accepted accounting principles (“GAAP”), and are referred to asnon-GAAP financial measures. Attached as Annex A to this Proxy Statement are more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of thesenon-GAAP financial measures.

Impact of 2017 ADM Performance on Executive Pay

ADM executive total direct compensation is delivered through a mix of cash and equity awards that emphasize multiple performance factors tied to stockholder value creation over near-,mid- and longer-term time horizons.

In 2017, we actively managed our business portfolio to further advance the largest portfolio transformation in the history of the company, which began in 2014. We accomplished this portfolio transformation, which began in 2014, while taking billions of dollars inrun-rate costs out of the business, including $285 million in 2017, monetizing billions more in invested capital, $378 million of this in 2017. We also have returned nearly $8 billion to shareholders since 2014, $1.5 billion of that being in 2017.

SECTION 2 — COMPONENTS OF EXECUTIVE COMPENSATION

The company’s executive compensation program is built on a structure that balances short and long term performance. We believe our salaries and performance-based annual cash incentives awards encourage and reward current business results while our LTI awards and stock ownership guidelines reward sustained performance. The following chart summarizes the components and associated objectives of our fixed andperformance-based pay for executives in 2017:

Pay ElementObjectivePerformance Rewarded
FIXEDAnnualBase SalaryFixed pay to recognize an individual’s role and responsibilities

Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity

  PERFORMANCE  

  BASED  

AnnualAnnual Cash Incentive

Achieve annual goals measured in terms of financial and individual performance linked to creation of stockholder value

Adjusted EBITDA, Adjusted ROIC, cost savings, monetization, revenue growth, group/business unit performance, and individual performance

Long-TermRestricted Stock Units (“RSUs”)Align NEOs interests with stockholders and retain executive talent

Reward for achievement of key drivers of stockholder value as evidenced in our share price

Performance Share Units (“PSUs”)Align performance with interests with stockholders and retain executive talent

Reward for achievement of key drivers of company performance and stockholder value as evidenced in our Adjusted EBITDA, Adjusted ROIC, and relative TSR

CORPORATE GOVERNANCE — Director Compensation

 

22ADM Proxy Statement 2018


COMPENSATION DISCUSSION AND ANALYSISLOGO

 

SalaryDirector Compensation

The Compensation/Succession Committee establishes base salaries based on an executive’s position, skills, performance, experience, tenure, and responsibilities. The Committee annually assesses the competitiveness of base salary levels relative to salaries within the marketplace for similar executive positions. The Committee also considers factors such as individual performance, changes in responsibilities, and/or changes in competitive marketplace levels.

Annual Cash Incentive

We pay an annual cash incentive only if the company meets certain specified performance goals. The 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 forward-looking metrics such as Adjusted EBITDA and Adjusted ROIC before awards may be earned. Individual performance and the Compensation/Succession Committee’s informed judgment are incorporated to ensure actual awards appropriately reflect the company’s operating environment and individual executive contributions.

The company’s 2017 annual cash incentive program was primarily based on several key measures of financial performance which are Adjusted EBITDA and Adjusted ROIC relative to annual WACC, with final awards based on company, group/business unit, and individual performance, as well as achievements related to the company’s strategic and business objectives. To better align with company performance, the annual cash bonus program was revised for 2017 to include a variable percentage of Adjusted EBITDA achieved and the achievement of three specific strategic goals. The three strategic goals for 2017 were: (i) achieve $225 million in run rate savings; (ii) monetize $300 million in invested capital through specific transactions not in the normal course of business that enhance asset turnover or are deployed for improved returns or accretion; and (iii) realize a $500 million increase inyear-on-year revenue from recent acquisitions and major projects. For 2017, the recent acquisitions and major projects included destination marketing (including Medsofts), Crosswinds, aMorocco-based corn wet mill, Tianjin HFCS, AOR, WILD Flavors, SCI businesses, Campo Grande, Tianjin Fibersol, Harvest Innovations, Eatem Foods, and Bioactives. Depending on the achievement of the three goals and Adjusted EBITDA, the percentage of Adjusted EBITDA in excess of a specified threshold amount used to fund the bonus pool could range from 0.8% to 3.4%. Each strategic goal can increase the Adjusted EBITDA percentage by 0.2%, making the total range of Adjusted EBITDA 0.8% to 4.0%.

LTI Awards

The company’s LTI program is designed to reward sustained performance and to attract and retain talented executives and employees. Historically, the Compensation/Succession Committee has reviewed company performance by incorporating perspectives on company and market factors, including relative and absolute stockholder return and strategic, operating, and financial milestones.

For awards granted in 2017, LTI award grant sizes were based uponmarket-based equity awards. The performance-based LTI awards granted in 2017 used a mix of PSUs (50%) and RSUs (50%) to continue the alignment of the interests of the company’s Named Executive Officers (“NEOs”) and stockholders.

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COMPENSATION DISCUSSION AND ANALYSIS

Benefits

In addition to these direct elements of pay, the company provides benefits to our NEOs to provide for basic health, welfare, and income security needs and to support the attraction, retention, and motivation of these employees. With few exceptions, such as supplemental benefits provided to employees whose benefits under broad-based plans are limited under applicable tax laws, the company’s philosophy is to offer the same benefits to all U.S. salaried employees as are offered to the company’s NEOs.

Retirement Program

EligibilityDescription

401(k) Plan/Employee  

Stock Ownership Plan  

All salaried employees

Qualified defined contribution plan where employees may defer up to 75% of eligible pay, up to $18,500 for 2017. Employees who are 50 years of age or older can elect to make additional contributions of up to $6,000 for 2017. The company provides a 1%non-elective employer contribution and a match of 4% on the first 6% contributed by an employee. The employee contribution can be madepre-tax (401(k)) orafter-tax (Roth 401(k)). Employees may also defer traditional after tax contributions into the plan for a total $55,000 savings opportunity including all contribution types(pre-tax, Roth, and after tax) plus any ADM matching and 1%non-elective contributions.

ADM

Retirement Plan

All salaried employees

Those with less than 5 years of service as of January 1, 2009, participate in a qualified cash balance pension formula where the benefit is based on an accrual of benefit based on a stated percent of the participant’s base compensation each year. Those with 5 or more years of service as of January 1, 2009, participate in a qualified traditional defined benefit formula where the benefit is based on number of years of service and base salary during the later stages of employment. Effective December 31, 2021, the traditional defined benefit will sunset. Effective January 1, 2022, any participant in the traditional defined benefit pension will begin to accrue a benefit under the cash balance pension formula.

Deferred

Compensation Plan

Employees with salaries

above $175,000

Eligible participants may defer up to 75% of their annual base salary and up to 100% of their annual cash incentive until elected future dates. Earning credits are added to the deferred compensation account balances based upon hypothetical investment elections available under these plans and chosen by the participant. These hypothetical investment options correspond with the investment options (other than company common stock) available under the 401(k) Plan/Employee Stock Ownership Plan.

Supplemental

Retirement Plan

Employees whose retirement  benefit is limited by applicable  IRS limits

Non-qualified deferred compensation plan that ensures participants in the Retirement Plan receive an aggregate retirement benefit that would have been received if not for certain limitations under applicable tax law.

Healthcare and Other Benefits. NEOs receive the same healthcare benefits as other employees. 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; paidtime-off; holidays; and a matching gifts program for charitable contributions.

Perquisites. Consistent with ourpay-for-performance philosophy, we limit executive perquisites. Perquisites are an additional form of income to the NEOs, as shown in the Summary Compensation Table, and the NEOs are individually responsible for any taxes related to this income. We provide our Chairman and CEO with limited personal use of company-owned aircraft. Use of the company-owned aircraft by other NEOs is by exception only. The Compensation/Succession Committee allows our Chairman and CEO to have access to the aircraft for personal use for security and efficiency reasons. See the notes to the Summary Compensation Table for a description of other perquisites provided to the NEOs.

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COMPENSATION DISCUSSION AND ANALYSIS

SECTION 3 — 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. The following table provides a summary of “what we do” and “what we don’t do”.

What We DoWhat We Don’t Do

  Pay-for-Performance:We tie compensation to performance by setting clear and challenging company financial goals and individual goals and having a majority of target total direct compensation consist of performance-based components

X    No Employment Contracts/Agreements:We do not have an employment contract with any executive officer

Multiple Performance Metrics:We use performance measures including Adjusted EBITDA and Adjusted ROIC and strategic company goals for revenue, savings, and monetization for annual cash incentives, as well as multi-year vesting or measurement periods

X    No Dividends Paid on Unvested Performance Awards: We do not pay dividends on unvested performance-based awards

Aggressive Stock Ownership and Retention Requirements:We have stock ownership and retention requirements for our NEOs. In 2017, we increased CEO stock ownership to 6x base salary. No sales can be made until guidelines are met.

X    No Hedging:We prohibit NEOs from engaging in hedging transactions with company common stock

Compensation-Related Risk Review:The Compensation/Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not reasonably likely to have a material adverse effect on the company

X    No Repricing or Buyouts of Stock Options:Our equity plan prohibits repricing or buyouts of underwater stock options

Clawback Policy:The company has a policy to recover previously paid cash and equity based incentive compensationfrom executives in the event of a financial restatement, ethical misconduct, or other specified circumstances

X    No Gross Up of Excise Tax Payments:We do not allow gross up of excise tax payments

Use of Independent Compensation Consultant:The Compensation/Succession Committee retains an independent compensation consulting firm that performs no other consulting services for the company and has no conflicts of interest

X    No Excessive Executive Perks: With the exception of certain benefits provided under our expatriate program, executive perquisites are limited to executive physicals, limited personal use of the company aircraft, andcompany-provided life insurance

Regular Review of Proxy Advisor Policies and Corporate Governance Best Practices:The Compensation/Succession Committee regularly considers proxy advisor and corporate governance best practices as they relate to our executive compensation programs

X    No Excessive Pledging: We prohibit executives from pledging company securities if they have not met stock ownership guidelines, and we require our executives to obtain approval from our General Counsel before pledging company securities

Forward Looking LTI Awards:Beginning in 2017, our PSUs use forward looking metrics for long term incentive awards; our NEOs receive performance share units as part of their annual long term incentive award

X    Discontinued LTI Awards Issued with a “Look-Back” Approach: In 2017, we effectively transitioned away from a look-back approach forlong-term incentive awards and moved to PSU awards that are based onforward-looking metrics

Double Trigger:Double trigger accelerated vesting of equity awards applied for a change in control, previously a single trigger was applied.

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COMPENSATION DISCUSSION AND ANALYSIS

Shareholder Engagement

Results of 2017 Advisory Vote on Executive Compensation

At the 2017 Annual Meeting of Stockholders, we held the company’s seventh advisory vote on executive compensation. Approximately 93% of the votes cast were in favor of this advisory proposal. The Compensation/Succession Committee believes that this strong level of support, and the similarly strong levels of support manifested in prior periods, affirm broad stockholder agreement with the alignment of existing executive compensation programs with stockholder interests and the Compensation/Succession Committee’s approach. After making significant changes to the executive compensation program in 2017 to more closely align with stockholder interests, the Committee considered this outcome in determining that no substantive changes in the executive compensation programs would occur for 2018. At the Annual Meeting of Stockholders to be held on May 3, 2018, we will again hold an advisory vote on executive compensation. The Compensation/Succession Committee will continue to consider stockholder feedback and the results from this year’s and future advisory votes on executive compensation.

Our company routinely conducts extensive proactive outreach to engage with key institutional shareholders in order to understand and address the key issues that are important to our shareholders as well as fostering long-term relationships. During the course of the year, an engagement team consisting of our Lead Independent Director, Compensation/Succession Committee Chair, SVP of Human Resources, General Counsel, and Investor Relations and Sustainability staff met with several institutional shareholders to discuss matters of governance, compensation, environmental, and other issues.

Executive Stock Ownership

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 own shares of common stock with a fair market value within a range of one to six times that individual’s base salary, depending on each individual’s level of responsibility with our company. The stock ownership guidelines applicable to our NEOs are set forth on page 20 under “Executive Stock Ownership.” As of March 12, 2018, each of our NEOs is in compliance with our stock ownership guidelines.

SECTION 4 — OVERSIGHT OF EXECUTIVE COMPENSATION

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 the company’s stockholders for establishing the company’s compensation philosophy and establishing and administering the company’s compensation policies and programs consistent with this philosophy. The Compensation/Succession Committee’s responsibilities are set forth in its charter, which is available on the company’s website, www.adm.com. Additional information regarding the Compensation/Succession Committee’s authority to determine compensation can be found under the caption “Compensation/Succession Committee” elsewhere in this proxy.

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 independent directors establish and approve all performance criteria for evaluating the Chairman and CEO and annually evaluate the performance of the Chairman and CEO based on these criteria. Thenon-management directors also ratify the Chairman and CEO’s compensation. 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.

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

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COMPENSATION DISCUSSION AND ANALYSIS

exclusively with the independent consultant; company management is not included in these sessions. Outside of these sessions, the independent consultant interacts with the 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.

The Role of Executives

To assist the Compensation/Succession Committee in determiningstandard compensation for the other NEOs, the company’s Chairman and CEO participates in discussions with the Compensation/Succession Committee regarding the other officers’ performance and compensation. The Chairman and CEO provides the Compensation/Succession Committee with an assessment of the other NEOs’ performance, both as individuals and with respect to the functions or business units they oversee. The Chairman and CEO also recommends to the Compensation/Succession Committee, but does not vote on, annual base salary adjustments, individual and group performance factors, and short and long-term incentive award target levels that should be paid to the other NEOs.

The company’s Senior Vice President of Human Resources oversees all employee compensation and the administration of benefits programs, under the oversight and direction of the Compensation/Succession Committee. He prepares the majority of the materials for the Compensation/Succession Committee meetings and provides analyses that assist the Compensation/Succession Committee with its decisions, such as summaries of competitive market practices, summaries of the company’s succession planning actions, and reports regarding the 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 ofyear-to-date performance at each of its meetings. At the direction of the Chairman of the Compensation/Succession Committee, the 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 the company’s compensation and benefit programs. The 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.

The Committee’s Decisions Incorporate the Company’s Executive Compensation Objectives

Alignment of Executive and Stockholder Interests. We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of the company’s NEOs with the interests of the company’s stockholders. Our RSU awards typically vest three years from the date of grant, and our stock option grants typically vest pro rata over a five year period. Our PSU awards typically have a three year performance period and vest only if certain performance metrics are achieved. In 2017, an average of 69% of actual total direct compensation paid to our NEOs was in the form of equity awards. The 2017 awards were comprised of time-based RSUs and performance-based PSUs which use three forward looking metrics focused on thethree-year Adjusted EBITDA from 2017 to 2019, Adjusted ROIC, and relative TSR as compared to the S&P 100 Industrials Index. We also protect our stockholders’ interest by including a clawback provision in agreements for long-term incentive awards, enabling the company to recover awards if the recipient engages in a broad range of prohibited conduct, includingpost-vestingnon-competition andnon-solicitation restrictions.

Enable the Company to Attract and Retain Top Executive Talent. Stockholders are best served when we can attract, retain and motivate talented executives with compensation packages that are competitive and fair. The company’s compensation program for NEOs delivers a mix of salary, annual cash incentives, and long-term incentives targeted to be market competitive as described below. As a large, global company engaged in multiple lines of business, the company’s competition for talent, business, and investment is broad.

NEO Compensation Should Reflect the Company’s Results. The company’s executive compensation program emphasizes variable, performance-based pay and is targeted and assessed in the aggregate, although the Compensation/Succession Committee reviews each component independently as well. Base salary is reviewed annually and adjusted based on a variety of factors including, in addition to an evaluation relative to competitive market practices as described above, a subjective evaluation of each NEO’s overall performance, tenure, and changes in responsibilities if applicable. Annual cash incentives are paid if, and to the extent that, corporate goals approved by the Compensation/Succession Committee are attained. For example, the annual cash incentive plan for 2017 targeted awards at 100% to 200% of each NEO’s base salary, but actual payouts ranged from 82% to 173% of the target level depending on performance against the specific goals. Performance-based equity compensation is assessed in a manner similar to the annual cash incentive compensation and is designed to reward measurable results.

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COMPENSATION DISCUSSION AND ANALYSIS

SECTION 5 — 2017 EXECUTIVE COMPENSATION

This Compensation Discussion and Analysis describes the compensation of the following named executive officers, or NEOs:

Name

Title

J. R. Luciano

Chairman, Chief Executive Officer and President (“Chairman and CEO”)

R. G. Young

Executive Vice President and Chief Financial Officer (“CFO”)

D. C. Findlay

Senior Vice President, General Counsel & Secretary

G. A. Morris

Senior Vice President and President, Global Oilseeds

J. D. Taets

Senior Vice President and President, Global Business Readiness (as of March 19, 2018); Senior Vice President and President, Ag Services (prior to March 19, 2018)

Of the total direct compensation that we consider attributable to 2017 performance, the company’s NEOs received, on average, 84% ofactualtotal direct compensation in variable pay and 69% ofactual total direct compensation in equity awards for 2017. 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 the company’s performance and results. For these purposes, we consider the base salary paid in 2017, the annual cash incentive earned in 2017 (paid in early 2018), and the award value of equity granted early in 2017 with a look at performance from 2017 to 2019. The equity award value represents the dollar amount of such awards as approved by the Compensation/Succession Committee.

The charts below present the mix ofactualtotal direct compensation attributed to 2017 performance.

LOGO

Individual Compensation Decisions

The Compensation/Succession Committee reviews the total compensation of our NEOs annually. Any changes to base salary, short-term incentives, and long-term incentives are based on competitiveness versus the external market, individual performance, internal equity, and the Committee’s informed judgment as described in the Oversight of Executive Compensation Section.

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COMPENSATION DISCUSSION AND ANALYSIS

The following tables summarize compensation decisions made by the Compensation/Succession Committee with respect to each of the NEOs. Details regarding our compensation programs and related decisions may be found following the summaries for the executives. Due to the timing of the company’s salary adjustments, base salaries presented in the Summary Compensation Table may differ slightly from how we consider annualized salary levels.

MR. LUCIANO    
ComponentPay Decisions
Base Salary

•   In 2017, Mr. Luciano’s base salary remained unchanged.

Annual Cash

Incentive

•   Mr. Luciano’s target annual cash incentive opportunity for 2017 was $2,600,000, or 200% of his base salary.

•   For 2017, the Compensation/Succession Committee elected to award Mr. Luciano an individual performance percentage of 25%.

•   Mr. Luciano’s actual 2017 cash award was $2,251,600 or 173% of his base salary, paid in Q1 2018.

•   Key accomplishments included:

–  Led growth in earnings, improvement in returns, and generation of positive EVA in 2017 in an environment of very challenging industry conditions.

–  Continued driving transformation of the business portfolio withbolt-on acquisitions invalue-added areas and monetization of assets innon-core areas.

–  Drove Readiness focus on cost and efficiency improvements exceeding cost reduction targets and continued advancing process improvements across the organization.

–  Strengthened leadership team with key outside hires and expanded responsibilities of existing leaders.

–  Delivered the single safestthree-month period on record for Q4.

Long-Term

Incentives(1)

•   In February 2017, Mr. Luciano received a LTI grant of $11,500,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

MR. YOUNG    
ComponentPay Decisions
Base Salary

•   In 2017, Mr. Young’s base salary remained unchanged.

Annual Cash

Incentive

•   Mr. Young’s target annual cash incentive opportunity for 2017 was $1,064,498, or 129% of his base salary.

•   For 2017, the Compensation/Succession Committee elected to award Mr. Young an individual performance percentage of 25%.

•   Mr. Young’s actual 2017 cash award was $921,856, or 112% of his base salary, paid in Q1 2018.

•   Key accomplishments included:

–  Effective execution of the balanced capital allocation framework while maintaining a strong balance sheet in an environment of weaker earnings.

–  Successful execution of intervention actions in second half of year in recognition of weaker market conditions, including strong expenditure and cost controls across central staffs.

–  Exceeded monetization objectives to provide additional liquidity to further strengthen balance sheet and support invested capital management.

–  Successful deployment of foundational improvements and business transformation ERP modules in certain North American activities.

Long-Term

Incentives(1)

•   In February 2017, Mr. Young received a LTI grant of $3,925,783. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

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COMPENSATION DISCUSSION AND ANALYSIS

MR. FINDLAY    
ComponentPay Decisions
Base Salary

•   In 2017 Mr. Findlay’s salary remained unchanged.

Annual Cash

Incentive

•   Mr. Findlay’s target annual cash incentive opportunity for 2017 was $700,000, or 100% of his base salary.

•   For 2017, the Compensation/Succession Committee elected to award Mr. Findlay an individual performance percentage of 25%.

•   Mr. Findlay’s actual 2017 cash award was $606,200, or 87% of his base salary, paid in Q1 2018.

•   Key accomplishments included:

–  Capably managed ADM’s litigation and achieved favorable resolutions for ADM’s businesses, and oversaw significant acquisitions and divestitures.

–  Delivered significantyear-on-year cost savings in outside andin-house legal spend, and continued to upgrade internal talent in Legal Department.

–  Restructured Insurance Department and made changes to ADM’s insurance programs, resulting in enhanced coverage and lower costs.

–  Restructured ADM Cares to align with ADM strategic and reputational goals while reducing costs of programs.

Long-Term

Incentives(1)

•   In February 2017, Mr. Findlay received a LTI grant of $2,300,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

MR. MORRIS    
ComponentPay Decisions
Base Salary

•   In 2017, Mr. Morris’s base salary remained unchanged.

Annual Cash

Incentive

•   Mr. Morris’s target annual cash incentive opportunity for 2017 was $650,000, or 100% of his base salary.

•   For 2017, the Compensation/Succession Committee elected to award Mr. Morris an individual performance percentage of 20% based on performance against target business plan results.

•   Mr. Morris’s actual 2017 cash award was $530,400, or 82% of his base salary, paid in Q1 2018.

•   Key accomplishments included:

–  Grew value added businesses with significant accomplishments across the global refined oils business.

–  Processed a record annual volume of oilseeds globally to meet an environment of strong global demand.

–  Implemented aggressive intervention actions in second half of year to address weak industry margin environment.

–  Developed more robust risk management analysis and capabilities.

Long-Term

Incentives(1)

•   In February 2017, Mr. Morris received a LTI grant of $2,200,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

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COMPENSATION DISCUSSION AND ANALYSIS

MR. TAETS    
ComponentPay Decisions
Base Salary

• In 2017, Mr. Taets’s base salary remained unchanged.

Annual Cash

Incentive

• Mr. Taets’s target annual cash incentive opportunity for 2017 was $700,000, or 100% of his base salary.

• For 2017, the Compensation/Succession Committee elected to award Mr. Taets an individual performance percentage of 20% based on performance against target business plan results.

• Mr. Taets’s actual 2017 cash award was $571,200, or 82% of his base salary, paid in Q1 2018.

• Key accomplishments included:

–  Grew destination marketing volumes by over 20% through organic and inorganic growth.

–  Restructured global trade business and turned around profitability in second half of year.

–  Implemented aggressive intervention actions in second half of year to address weak industry margin environment.

–  As executive safety champion, drove strategy and actions that resulted in the safest quarter in company’s history.

Long-Term

Incentives(1)

• In February 2017, Mr. Taets received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.

(1) The award value of LTI represents the dollar amount of such awards as approved by the Compensation/Succession Committee, and differs from the grant date fair value of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table because of timing differences in the valuation methodologies used.

2017 Annual Cash Incentives

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 the company’s performance as well as the individual performance of the NEO, which makes up 25% of the annual cash bonus target. This outcome may then be adjusted within a range of –25% to +25% based on the Compensation/Succession Committee’s assessment of individual and group performance. For 2017 annual cash incentive payout, the Compensation Succession Committee chose to recognize the 2017 retroactive biodiesel blender’s tax credit in the year it was earned even though it was not approved by Congress until February 2018. Those values are reflected below for FY2017 Adjusted EBITDA and Adjusted ROIC. The value will be deducted from any performance compensation calculations in 2018. The formula used to calculate an annual cash incentive payout for NEOs can be expressed as follows:

Company Performance Payout Percentage (75%)    +    Individual Performance Percentage (25%)    =    Overall Payout Percentage

LOGO

(1) Total Challenge Award Level is defined as full bonus payments at target.

(2) For illustrative purposes, a 25% individual performance percentage is used. Individual performance varies by NEO by +/- 25% based on the Compensation/Succession Committee’s assessment of individual performance and contribution to the company’s success.

Individual Performance Components

Based on business results and the economic environment for 2017 performance, the Compensation/Succession Committee elected to award the Chairman and CEO a 25% individual performance percentage based on accomplishments described above. The Compensation/Succession Committee incorporated its and the full board’s assessment of the Chairman and CEO’s performance and full company performance when approving Mr. Luciano’s individual performance percentage. Mr. Findlay and Mr. Young received an individual performance percentage of 25%, and Mr. Taets and Mr. Morris received an individual performance percentage of 20%, in recognition of their performance against individual and company goals described above. Individual performance can range from 0% to 50% based upon performance against goals for

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COMPENSATION DISCUSSION AND ANALYSIS

the year. The 25% individual performance percentage is used for target performance. Our leaders are responsible for driving performancecompany-wide and their individual performance rating is a result of their performance for the year.

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 200% of the target annual cash incentive. Based on the determination of the company and individual performance factors as described above, each NEO, excluding Mr. Taets and Mr. Morris, received an annual cash incentive for 2017, payable in Q1 of 2018, equal to 86.6% (82.1% company performance making up 75% of the total annual cash incentive award plus individual award amounts of 25%) of his target annual cash incentive. Mr. Taets and Mr. Morris received an annual cash incentive equal to 81.6% of their total target based upon 20% individual performance.

Executive

  Target Cash
Incentive
Opportunity
(% of Salary)
  Minimum Cash
Incentive
Opportunity
  Target Cash
Incentive
Opportunity
  Maximum Cash
Incentive
Opportunity
  Actual FY2017
Cash Award

J. R. Luciano

  200%  $0  $2,600,000  $5,200,000  $2,251,600

R. G. Young

  129%  $0  $1,064,498  $2,128,996  $921,856

D. C. Findlay

  100%  $0  $700,000  $1,400,000  $606,200

G. A. Morris

  100%  $0  $650,000  $1,300,000  $530,400

J. D. Taets

  100%  $0  $700,000  $1,400,000  $571,200

Equity-Based Long-Term Incentives & How They Were Determined for 2017

The company’s 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 the company’s LTI Program.

In terms of grant size and grant form, the company’s LTI awards in 2017 transitioned from awards based upon a historical review to awards based upon market competitive LTI that consist of performance share units (PSUs) and restricted stock units (RSUs) withthree-year vesting. The overall LTI award value was allocated 50% to PSUs and 50% to RSUs. The transition to the forward-looking LTI program was made to better align our equity program with market practice and strengthen the focus of our equity program on growth and future value creation for shareholders. If this does not occur, there will be no payout for the other metrics. The February 2017 grants appear in the Grants of Plan-Based Awards table and are reflected in the Summary Compensation Table information for FY2017.

   Long-Term Incentive (Granted in February 2017)

Executive

  Minimum
Award
  Market Equity
Award
  Actual FY2017
Equity Award

J. R. Luciano

  $0  $11,500,000  $11,500,000

R. G. Young

  $0  $3,925,783  $3,925,783

D. C. Findlay

  $0  $2,300,000  $2,300,000

G. A. Morris

  $0  $2,200,000  $2,200,000

J. D. Taets

  $0  $2,800,000  $2,800,000

(1) Dollar value of the awards as approved by the Compensation/Succession Committee, which differ from the grant date fair values as discussed previously.

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COMPENSATION DISCUSSION AND ANALYSIS

Terms of the company’s equity awards granted in February 2017 generally are as follows:

PSUs with athree-year vest after certain performance criteria are met. Payout can range for 0% to 200% and fluctuate based upon share price. PSU metrics are: (i) the company’s relative TSR as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the company achieves specified Adjusted ROIC goals (37.5% weighting), and (iii) the degree to which the company’s Adjusted EBITDA exceeds its Adjusted EBITDA during fiscal years 2014–2016 (37.5% weighting). Before the PSU can pay out, the company’s Adjusted EBITDA must exceed its Adjusted EBITDA during fiscal years 2014–2016. If this does not occur, there will be no payout for the other metrics.

RSUs typically vest three years after the date of grant.

Upon the death of the executive, RSUs granted under the LTI Program vest immediately and PSUs will vest based on actual performance during the truncated performance period and on a pro rata basis based on the target number of units for the year following the truncated performance period. RSUs and PSUs continue to vest if the executive leaves the company because of disability or retirement (age 55 or greater with 10 or more years of service). A detailed description of thechange-in-control provisions is contained in Section 8 below. For grants with respect to 2012 and beyond, award agreements include forfeiture and clawback provisions as described in Section 8.

Our 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 on the grant date. Under the 2009 Incentive Compensation Plan, fair market value is the closing market price of the 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.

SECTION 6 — PEER GROUP

The Compensation/Succession Committee utilizes the 98 companies that comprise the S&P 100 Industrial Index as a peer group to evaluate whether executive officer pay levels are aligned with performance on a relative basis.

3M CompanyCisco Systems, Inc.International Business Machines CorporationThe Allstate Corporation
AbbVie Inc.Citigroup Inc.Johnson & JohnsonThe Boeing Company
Accenture plcComcast CorporationJohnson Controls International plcThe Coca-Cola Company
Aetna Inc.ConocoPhillipsJPMorgan Chase & Co.The Goldman Sachs Group, Inc.
Alphabet Inc.*Costco Wholesale CorporationLockheed Martin CorporationThe Home Depot, Inc.
Amazon.com, Inc.CVS Health CorporationLowe’s Companies, Inc.The Kraft Heinz Company
American Airlines Group Inc.Deere & CompanyLyondellBasell Industries N.V.The Kroger Co.
American Express CompanyDelta Air Lines, Inc.Marathon Petroleum CorporationThe Procter & Gamble Company
American International Group, Inc.DowDuPont Inc.McKesson CorporationThe Progressive Corporation
AmerisourceBergen CorporationExelon CorporationMedtronic plcThe TJX Companies, Inc.
AndeavorExpress Scripts Holding CompanyMerck & Co., Inc.The Travelers Companies, Inc.
Anthem, Inc.Exxon Mobil CorporationMetLife, Inc.The Walt Disney Company
Apple Inc.Facebook, Inc.Microsoft CorporationTime Warner Inc.
Archer-Daniels-Midland Company†FedEx CorporationMorgan StanleyTwenty-First Century Fox, Inc.*
AT&T Inc.Ford Motor CompanyNIKE, Inc.Tyson Foods, Inc.
Bank of America CorporationGeneral Dynamics CorporationOracle CorporationUnited Continental Holdings, Inc.

ADM Proxy Statement 201833


COMPENSATION DISCUSSION AND ANALYSIS

Berkshire Hathaway Inc.General Electric CompanyPepsico, Inc.United Parcel Service, Inc.
Best Buy Co., Inc.General Motors CompanyPfizer Inc.United Technologies Corporation
Cardinal Health, Inc.Gilead Sciences, Inc.Philip Morris International Inc.UnitedHealth Group Incorporated
Caterpillar Inc.HCA Healthcare, Inc.Phillips 66Valero Energy Corporation
Centene CorporationHewlett Packard Enterprise CompanyPrudential Financial, Inc.Verizon Communications Inc.
Charter Communications, Inc.Honeywell International Inc.Schlumberger LimitedWalgreens Boots Alliance, Inc.
Chevron CorporationHP Inc.Sysco CorporationWal-Mart Stores, Inc.
Chubb LimitedHumana Inc.Target CorporationWells Fargo & Company
Cigna CorporationIntel Corporation

* denotes one of two companies with two classes of stock included in the S&P 100 Industrials Index.

† denotes our company.

SECTION 7 — EMPLOYMENT AGREEMENTS, SEVERANCE, ANDCHANGE-IN-CONTROL BENEFITS

No Employment Contracts

None of our NEOs have an employment contract or separation agreement. Consistent with our approach of rewarding performance, employment is not guaranteed, and either ADM or the NEO may terminate the employment relationship at any time.

ADM maintains a severance program that serves as a guideline for severance benefits that may be provided to various levels of employees upon termination of their employment without cause, but the program does not create a contractual right to receive any severance benefits on the part of the employee. The Compensation/Succession Committee generally requires the employee to enter into anon-competition and/ornon-solicitation agreement in exchange for receiving severance under the program.

Change-in-Control Provisions

Upon a change in control of the company, NEOs may receive certain protections related to their LTI awards, as described more fully below, and other compensation as detailed in the sections titled “Pension Benefits,” “Nonqualified Deferred Compensation,” and “Termination of Employment andChange-in-Control Arrangements.” NEOs are not eligible to receive any other cash severance, continued health and welfare benefits, tax gross ups or otherchange-in-control benefits.

The Archer-Daniels-Midland Company Long-Term Incentive Plan providesnon-employee directors and all employees, including executive officers,change-in-control protections for their LTI awards. For awards granted in 2017 and onward, if achange-in-control occurs with respect to the company, the equity grants held by the company’s executive officers generally will vest

immediately in full in the case of RSUs and on a modified pro rata basis for PSUs if the equity award does not continue because it is not assumed or replaced or the award is assumed or replaced, but the executive officer’s employment is terminated for reasons other than cause or good reason within 24 months of the change in control (referred to as “double trigger” vesting). The double trigger accelerated vesting had been adopted to provide the executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of achange-in-control of the company. This assurance increases the value of these awards to the executives, which in turn enhances retention.

SECTION 8 — GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAMS

Clawback Provisions

We have included clawback provisions in the 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 the company’s commitment to protecting stockholder value.

For awards granted in August 2012 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 any cash or equity incentive awards for a period of three years from the date of award. We have the right to clawback incentive payments made to NEOs and certain other members of senior management in the event of a financial restatement or ethical misconduct. In 2015 and in 2017, additional language was added to equity awards which includes post-vestingnon-competition andnon-solicitation restrictions prohibiting competitive activity and solicitation of ADM customers and employees.

34ADM Proxy Statement 2018


COMPENSATION DISCUSSION AND ANALYSIS

Prohibition on Insider Trading

Pursuant to the company’s Insider Trading Policy, employees and directors may not engage in short selling, speculative trading, or hedging transactions involving the 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 the 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.

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

How Recent Revisions to Section 162(m) of the Internal Revenue Code Impact the Company

Section 162(m) of the Internal Revenue Code as in effect prior to the enactment of tax reform legislation in December 2017 generally disallowed a tax deduction to public corporations for compensation paid in excess of $1 million annually to the Chairman and CEO and the three other most highly-compensated executive officers, other than the CFO, unless the compensation in excess of $1 million qualified as “performance-based” compensation. Recent tax reform legislation retained the $1 million deduction limit, but repealed the performance-based compensation exemption from the deduction limit and expanded the definition of “covered employees,” effective for taxable years beginning after December 31, 2017. Consequently, compensation paid in 2018 and later years to our NEOs in excess of $1 million will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as of November 2, 2017.

The Compensation/Succession Committee continues to believe that shareholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, innon-deductible compensation expenses to the Company. The Compensation/Succession Committee also 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.

The Company’s Evaluation of Its Compensation Programs as They Relate to Risk

On an ongoing basis, the Compensation/Succession Committee, with input from management, assesses potential risks associated with compensation decisions and discusses them with our board of directors 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 the company’s programs and independently assess the risk in them.

In 2017, ADM engaged an outside consultant, The Korn Ferry Hay Group (“Hay”), to assist the Compensation/Succession Committee in evaluating the risk in the company’s compensation programs. In conducting an independent assessment, Hay reviewed all of the 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 November 2017. The incentive programs were reviewed and found that none of the plan presents significant risk to the organization. Another independent review of the company’s incentive programs will be conducted during 2019 and reported to the Compensation/Succession Committee.

The Company’s Mindful Approach to Addressing Liabilities Associated with Retirement Programs

The Compensation/Succession Committee is mindful that thenon-qualified deferred compensation and supplemental retirement plans create financial statement liabilities. We generally 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 thenon-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.

K. R. Westbrook, Chairman

A. L. Boeckmann

P. Dufour

S. F. Harrison

D. T. Shih

ADM Proxy Statement 201835


COMPENSATION DISCUSSION AND ANALYSIS

Compensation/Succession Committee Interlocks and Insider Participation

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

36ADM Proxy Statement 2018


EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation for the fiscal years noted in the table of our named executive officers.

Name and

Principal Position

     Year       Salary ($)       Bonus ($)   

Stock

    Awards    

($)(1)

 

Option

    Awards    

($)(2)

 

Non-Equity

Incentive Plan

Compensation

($)(3)

 

Change

in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings ($)(4)

 

All Other

Compensation

($)(5)

 

Total

($)

J. R. LUCIANO

Chairman, CEO and President

 2017 1,300,008   12,166,416 —   2,251,600 76,179 

80,852

 15,875,055
 2016 1,283,340 —   5,312,218 5,279,331 1,939,600 49,419 148,708 14,012,616
 2015 1,200,000 —   3,371,859 3,342,408 1,428,420 32,426 53,837 9,428,950

R. G. YOUNG

Executive Vice President and CFO

 2017 825,048  4,153,349 —   921,856 53,260 25,454 5,978,967
 2016 825,048 —   1,979,220 1,966,968 794,116 32,419 23,152 5,620,923
 2015 820,874 —   2,230,155 2,210,662 838,399 21,167 21,390 6,142,647

D. C. FINDLAY

Senior Vice President,

 2017 700,000  2,433,354 —   606,200 36,751 18,309 3,794,614
 2016 700,000  1,115,578 1,108,661 522,200 26,853 18,059 3,491,351

General Counsel and
Secretary

 2015 700,000 —   1,426,415 1,413,959 501,200 20,140 21,737 4,083,451

G. A. MORRIS(6)

Senior Vice President and President, Global
Oilseeds

 2017 650,004 —   2,327,537 —   530,400 393,998 21,132 3,923,071
 2016 650,004 640,000(6) 637,487 633,520 484,900 284,727 15,360 3,345,998
          
                  

J. D. TAETS

 2017 700,008  2,962,263 —   571,200 561,951 

27,743

 4,823,165

Senior Vice President

 2016 700,008  796,851 791,901 487,200 480,578 523,219 3,779,757

and President, Global Business Readiness(7)

 2015 666,264 —   1,423,728 779,395 374,110 260,756 1,292,006 4,796,259

(1) Stock awards in 2017 consisted of restricted stock unit (RSU) awards and performance share unit (PSU) awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2017, 2016, and 2015 and of the target level of the PSU awards for fiscal year 2017. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal years ended December 31, 2017, December 31, 2016, and December 31, 2015. The grant date fair value of the 2017 RSUs and the grant date fair value of the 2017 PSUs if target performance and maximum performance is achieved are as follows:

    PSUs

Name

 RSUs Target Maximum

J. R. Luciano

 $6,110,000 $6,056,416 $12,112,831

R. G. Young

 $2,085,821 $2,067,528 $4,135,057

D. C. Findlay

 $1,222,036 $1,211,318 $2,422,637

G. A. Morris

 $1,168,894 $1,158,643 $2,317,286

J. D. Taets

 $1,487,655 $1,474,608 $2,949,216

(2) The amounts reported in this column represent the aggregate grant date fair value of the option awards for fiscal years 2017, 2016, and 2015, respectively. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal years ended December 31, 2017, December 31, 2016, and December 31, 2015.

(3) The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid shortly after the close of the applicable fiscal period.

(4) The amounts reported in this column for 2017 represents the aggregate change in actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2016 to December 31, 2017, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. No NEO received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2017 were an interest rate of 3.73% for the ADM Retirement Plan, an interest rate of 3.61% for the ADM Supplemental Retirement Plan, and mortality was determined using the RP2014 mortality table, with a white collar adjustment, projected generationally using ScaleMP-2017. The assumptions used to value pension liabilities on December 31, 2016 were an interest rate of 4.10% for the ADM Retirement Plan, an interest rate of 3.90% for the ADM Supplemental Retirement Plan, and mortality determined using the RP2014 mortality table, with a white collar adjustment, projected generationally using ScaleMP-2016.

(5) The amounts reported in this column for 2017 include costs for personal use of company aircraft, imputed value of company-provided life insurance, costs for executive healthcare services, company contributions under our 401(k) and Employee Stock Ownership Plan, charitable gifts pursuant to the company’s matching charitable gift program which is available to substantially allfull-time employees andnon-employee directors, and, for Mr. Taets, expenses related to the completion of his overseas assignment. Specific perquisites and other items applicable to each NEO listed are identified below by an “X”. Where a perquisite or benefit exceeded $10,000 for an individual, the dollar amount is given.

ADM Proxy Statement 201837


EXECUTIVE COMPENSATION

NEO

 

Personal

Aircraft Use

 

Expatriate

Expenses

 

Imputed Value of

Life Insurance

 

Executive Healthcare

Services

 Matching
Charitable Gifts
 401(k) Company
Contributions

J. R. Luciano

 

$30,750

   X X $30,250 $13,500

R. G. Young

     X X $6,500 $13,500

D. C. Findlay

     X X   $13,500

G. A. Morris

     X X $5,100 $13,500

J. D. Taets

   $10,946 X X   $13,500

Mr. Taets’ expenses related to the completion of his overseas assignment included $1,833 related to certain expatriate tax services and tax gross ups related thereto as well as $9,113 in relocation expenses.

(6) Mr. Morris first became an NEO in 2016. The additional cash award of $640,000 paid in March of 2017 was in recognition of his efforts in connection with the integration of WFSI during 2015 and 2016.

(7) Mr. Taets’ title changed on March 19, 2018. Prior to March 19, 2018, Mr. Taets was our Senior Vice President and President, Ag Services.

Aggregate incremental cost to our company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to items such as executive healthcare services and relocation 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 andnon-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.

Grants of Plan-Based Awards During Fiscal Year 2017

The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2017.

    

Estimated Future Payouts Under
Non-Equity Incentive Plan Awards

 

Estimated Future Payouts Under
Equity Incentive Plan Awards

 All Other
Stock
Awards:
Number of
Shares of
Stock or
Units(#)
 Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(1)

Name

 Grant
Date
 Threshold
($)
 Target
($)
 Maximum
($)
 Threshold
(#)
 Target
(#)
 Maximum
(#)
  

J. R. LUCIANO

                  

Annual Cash Incentive Plan Award

   2,600,000 5,200,000      

Performance Share Unit Award

 2/16/17    0 137,396 274,792  6,056,416

Restricted Stock Unit Award

 2/16/17             137,396 6,110,000

R. G. YOUNG

          

Annual Cash Incentive Plan Award

   1,064,498 2,128,996      

Performance Share Unit Award

 2/16/17    0 46,904 93,808  2,067,528

Restricted Stock Unit Award

 2/16/17             46,904 2,085,821

D. C. FINDLAY

          

Annual Cash Incentive Plan Award

   700,000 1,400,000      

Performance Share Unit Award

 2/16/17    0 27,480 54,960  1,211,318

Restricted Stock Unit Award

 2/16/17             27,480 1,222,036

G. A. MORRIS

          

Annual Cash Incentive Plan Award

   650,000 1,300,000      

Performance Share Unit Award

 2/16/17    0 26,285 52,570  1,158,643

Restricted Stock Unit Award

 2/16/17             26,285 1,168,894

J. D. TAETS

          

Annual Cash Incentive Plan Award

   700,000 1,400,000      

Performance Share Unit Award

 2/16/17    0 33,453 66,906  1,474,608

Restricted Stock Unit Award

 2/16/17             33,453 1,487,655

(1) The grant date fair value is generally the amount the company would expense in its financial statements over the award’s service period under FASB ASC Topic 718. With respect to the PSUs the value represents the probable outcome of the performance condition using target payout levels. See Footnote 1 to the Summary Compensation Table for additional detail.

38ADM Proxy Statement 2018


EXECUTIVE COMPENSATION

All of the awards in the table above were granted under our 2009 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the“Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis” for more information about our annual cash incentive plan.

The awards shown in the column designated “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table above are PSU awards and vest in three years if the company achieves certain performance goals over a three year performance period (2017–2019). The 2017 PSU metrics are: (i) the company’s relative TSR as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the company achieves specified Adjusted ROIC goals (37.5% weighting), and (iii) the degree to which the company’s Adjusted EBITDA exceeds its Adjusted EBITDA during fiscal years 2014–2016 (37.5% weighting). Before the PSU can pay out, the company’s Adjusted EBITDA must exceed its Adjusted EBITDA during fiscal years 2014–2016. If this does not occur, there will be no payout for the other metrics.

All of the awards shown in the “All Other Stock Awards” column in the table above are RSUs awards and vest in full three years after the date of the grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally.

The 2017 RSU and PSU awards are subject to double trigger accelerated vesting and payout upon a change in control only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in thechange-in-control transaction refuses to continue, assume, or replace the awards. In such instance the 2017 RSU awards will vest in full immediately, and the 2017 PSU awards will vest based on actual performance during the truncated performance period and on a pro rata basis based on a target number of units for the year following the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full while the vesting of the PSU awards will accelerate in the manner described in the preceding sentence. If an award recipient’s employment ends as a result of disability or retirement, both the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends for any other reason, unvested RSU and PSU awards will be forfeited. With respect to each of the RSU and PSU awards described above, if an award recipient’s employment is terminated for cause, or if the recipient breaches anon-competition,non-solicitation or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued.

The impact of a termination of employment orchange-in-control of our company on RSU and PSU awards held by our named executive officers is quantified in the “Termination of Employment andChange-in-Control Arrangements” section below.

ADM Proxy Statement 201839


EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal Year2017 Year-End

The following table summarizes information regarding unexercised stock options and unvested restricted stock awards for the named executive officers as of December 31, 2017.

    

OPTION AWARDS

 

STOCK AWARDS

Name 

Grant

Date

 

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

 

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable(1)

 

Option

Exercise

Price ($)

 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)(2)

 

Market Value

of Shares

or Units of

Stock that

Have Not

Vested ($)(3)

 Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(4)
 Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested($)(3)

J. R. LUCIANO

 2-11-2016 186,219 744,880 33.18 2-11-2026        
 2-12-2015 129,928 194,893 46.92 2-12-2025       
 2-13-2014 140,718 93,813 40.65 2-13-2024       
 2-21-2013 41,331 10,333 32.50 2-21-2023       
 8-16-2012 216,585  26.25 8-16-2022       
 8-11-2011 194,014  26.17 8-11-2021 369,363 14,804,069 137,396 5,506,832

R. G. YOUNG

 2-11-2016 69,381 277,527 33.18 2-11-2026       
 2-12-2015 85,934 128,902 46.92 2-12-2025       
 2-13-2014 110,778 73,853 40.65 2-13-2024       
 2-21-2013 25,202 6,301 32.50 2-21-2023       
 8-16-2012 123,763  26.25 8-16-2022       
 8-11-2011 80,377  26.17 8-11-2021 154,086 6,175,767 46,904 1,879,912

D. C. FINDLAY

 2-11-2016 39,106 156,425 33.18 2-11-2026       
 2-12-2015 54,964 82,447 46.92 2-12-2025       
 2-13-2014 62,874 41,917 40.65 2-13-2024       
 7-22-2013 79,602 19,901 36.68 7-22-2023 91,503 3,667,440 27,480 1,101,398

G. A. MORRIS

 2-11-2016 22,346 89,386 33.18 2-11-2026       
 2-12-2015 11,218 16,828 46.92 2-12-2025       
 8-16-2012 5,263  26.25 8-16-2022       
 8-11-2011 4,491  26.17 8-11-2021       
 8-19-2010 3,114  30.71 8-19-2020       
 9-10-2009 2,279  28.70 9-10-2019 65,881 2,640,510 26,285 1,053,503

J. D. TAETS

 2-11-2016 27,933 111,732 33.18 2-11-2026       
 2-12-2015 30,297 45,446 46.92 2-12-2025       
 2-13-2014 42,171 28,114 40.65 2-13-2024       
 2-21-2013 11,088 2,773 32.50 2-21-2023       
 8-16-2012 52,909  26.25 8-16-2022       
 8-11-2011 13,305  26.17 8-11-2021       
 8-19-2010 6,781  30.71 8-19-2020       
 9-10-2009 5,624  28.70 9-10-2019 88,405 3,543,272 33,453 1,340,796

(1) Stock option awards vest at a rate of 20% of the subject shares per year on each of the first five anniversaries of the grant date.

(2) The RSUs reported in this column vest on the dates and in the amounts set forth below:

   Restricted Stock Units Vesting On:

Name

    2/12/18         10/15/18         2/11/19           2/16/20     

J. R. Luciano

  71,864       —       160,103       137,396     

R. G. Young

  47,531       —       59,651       46,904     

D. C. Findlay

  30,401       —       33,622       27,480     

G. A. Morris

  6,205       14,178       19,213       26,285     

J. D. Taets

  16,758       14,178       24,016       33,453     

40ADM Proxy Statement 2018


EXECUTIVE COMPENSATION

(3) Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 29, 2017, which was $40.08.

(4) The PSUs reported in this column represent 2017 PSU grants that will vest at the end of thethree-year performance period beginning January 1, 2017 and ending December 31, 2019. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation/Succession Committee measuring relative TSR, Adjusted EBITDA, and Adjusted ROIC. The amount of PSU units shown is the target number of units that could be earned and paid out in shares. The company did not assign a threshold unit amount to the 2017 PSU awards.

Option Exercises and Stock Vested During Fiscal Year 2017

The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2017, and restricted stock unit awards to the named executive officers that vested during that same period.

   OPTION AWARDS  STOCK AWARDS

Name

  

Number of Shares     

Acquired on Exercise (#)     

  

Value Realized     

on Exercise ($)(1)     

  

Number of Shares     

Acquired On Vesting (#)     

  

Value Realized     

on Vesting ($)(2)     

J. R. LUCIANO

        61,422       2,692,126     

R. G. YOUNG

        48,354       2,119,356     

D. C. FINDLAY

        27,444       1,202,871     

G. A. MORRIS

        8,359       366,375     

J. D. TAETS

  5,319       67,291       18,407       806,779     

(1) Represents the difference between the market value of the shares acquired upon exercise (calculated using the sale price of the shares on the NYSE on the exercise date) and the aggregate exercise price of the shares acquired.

(2) Represents the market value of the shares issued in settlement of RSU awards on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date.

Pension Benefits

The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2017.

Name

  Plan Name 

Number of Years

Credited Service (#)(1)

 

Present Value

of Accumulated

Benefit ($)(2)

 

Payments During Last

Fiscal Year ($)

J. R. LUCIANO

  ADM Retirement Plan 7 65,902 0
  ADM Supplemental Retirement Plan 7 204,133 0

R. G. YOUNG

  ADM Retirement Plan 7 70,070 0
  ADM Supplemental Retirement Plan 7 138,815 0

D. C. FINDLAY

  ADM Retirement Plan 5 48,175 0
  ADM Supplemental Retirement Plan 5 65,177 0

G. A. MORRIS

  ADM Retirement Plan 23 652,335 0
  ADM Supplemental Retirement Plan 23 766,070 0

J. D. TAETS

  ADM Retirement Plan 30 1,067,937 0
  ADM Supplemental Retirement Plan 30 1,992,818 0

(1) The number of years of credited service was calculated as of the pension plan measurement date used for financial statement reporting purposes, which was December 31, 2017. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our company.

(2) The assumptions used to value pension liabilities as of December 31, 2017 were an interest rate of 3.73% for the ADM Retirement Plan and 3.61% for the ADM Supplemental Retirement Plan and mortality was determined under the RP2014 mortality table, with a white collar adjustment, projected generationally using scaleMP-2017. Mr. Morris and Mr. Taets participate in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Mr. Luciano, Mr. Young, and Mr. Findlay participate in the cash balance formula under those plans. The amounts reported for Mr. Luciano, Mr. Young, and Mr. Findlay are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2017. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 2.88% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2017 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2017 under the Retirement and Supplemental Plans was $209,730, the total account balance for Mr. Young at December 31, 2017 under the Retirement and Supplemental Plans was $163,104, and the total account balance for Mr. Findlay at December 31, 2017 under the Retirement and Supplemental Plans was $87,180, which are the amounts that would have been distributable if such individuals had terminated employment on that date.

ADM Proxy Statement 201841


EXECUTIVE COMPENSATION

Qualified Retirement Plan

We sponsor the ADM Retirement Plan (the “Retirement Plan”), which is a qualified defined benefit plan under Section 401(a) of the Internal Revenue Code. The Retirement Plan covers eligible salaried employees of our company and its participating affiliates.

Effective January 1, 2009, the Retirement Plan was amended to provide benefits determined under a cash balance formula. The cash balance formula applies to any participant entering orre-entering the plan on or after January 1, 2009 and to any participant who had less than five years of service prior to January 1, 2009. For a participant with an accrued benefit but less than five years of service prior to January 1, 2009, an account was established on January 1, 2009 with an opening balance equal to the present value of his or her accrued benefit determined under the final average pay formula. The accrued benefits of all other participants to whom the cash balance formula does not apply continue to be determined under the traditional final average pay formula. Messrs. Luciano, Young, and Findlay participate in the cash balance formula, while Messrs. Morris and Taets participate in the final average pay formula.

A participant whose accrued benefit is determined under the

cash balance formula has an individual hypothetical account

established under the Retirement Plan. Pay and interest

credits are made on an annual basis to the participant’s

account. Pay credits are equal to a percentage of the

participant’s earnings for the year based on the sum of the

participant’s age and years of service at the end of the year

under the schedule to the right.

Interest credits are made at the end of the year and are calculated on the balance of the participant’s account as of the first

AGE + SERVICE

        PAY        

Less than 40

2.00%

at least 40 but less than 50

2.25%

at least 50 but less than 60

2.50%

at least 60 but less than 70

3.00%

at least 70 but less than 80

3.50%

80 or more

4.00%

day of the plan year, using an interest rate based upon the yield on30-year Treasury bonds, subject to a minimum annual interest rate of 1.95%. The participant’s pension benefit will be the amount of the balance in the participant’s account at the time that the pension becomes payable under the Retirement Plan. The pension payable to a participant whose accrued benefit under the final average pay formula was converted to the cash balance formula at January 1, 2009, if paid in annuity form, will be increased to reflect any additional benefit which the participant would have received in that form under the traditional formula, but only with respect to the benefit accrued by the participant prior to January 1, 2009. A participant under the cash balance formula becomes vested in a benefit under the Retirement Plan after three years of service. There are no special early retirement benefits under the cash balance formula.

For a participant whose accrued benefit is determined under the final average pay formula, the formula calculates a life annuity payable at a normal retirement age of 65 based upon a participant’s highest average earnings over 60 consecutive months during the last 15 years of employment. The final average pay formula provides a benefit of 36.0% of a participant’s final average earnings, plus 16.5% of the participant’s final average earnings in excess of Social Security “covered compensation.” This benefit accrues ratably over 30 years of service. A participant accrues an additional benefit of 0.5% of final average earnings for years of service in excess of 30. Early retirement is available at age 55 with 10 years of service. The life annuity payable at early retirement is subsidized relative to the normal retirement benefit. The payment amount in life annuity form is 97% of the full benefit amount at age 64, and 50% at age 55, with adjustments between those two ages. All participants under the final average pay formula are vested in their benefits under the Retirement Plan, based on five years of service.

Earnings for purposes of the cash balance and the final average pay formulas generally include amounts reflected as pay onForm W-2, increased by 401(k) Planpre-tax deferrals and elective “cafeteria plan” contributions, and decreased by bonuses, expense allowances/reimbursements, severance pay, income from stock option and restricted stock awards or cash payments in lieu thereof, merchandise or service discounts, amounts paid in a form other than cash, and other fringe benefits. Annual earnings are limited as required under Section 401(a)(17) of the Internal Revenue Code.

When a participant is eligible for a pension, the participant has a choice of a life annuity, a joint and 50% survivor annuity, a joint and 75% survivor annuity, or a joint and 100% survivor annuity. Each joint and survivor annuity form is the actuarial equivalent of the life annuity payable at the same age, with actuarial equivalence determined using the IRS prescribed mortality table under Section 417(e) of the Internal Revenue Code and an interest rate assumption of 6%. Cash balance participants may also elect alump-sum payment option.

In December 2017, the Retirement Plan was amended to freeze final average pay formula benefit accruals as of December 31, 2021 for all active final average pay formula participants in the Retirement Plan on that date. Final average pay accrued benefits would be calculated as if the participant terminated employment on the earlier of their actual termination date or December 31, 2021. The final average pay benefit

42ADM Proxy Statement 2018


EXECUTIVE COMPENSATION

will not be converted to a cash balance benefit, but will remain subject to the final average pay benefit rules. As of January 1, 2022, all Retirement Plan participants will accrue future benefits under the cash balance formula, based on their age and total years of service.

Supplemental Retirement Plan

We also sponsor the ADM Supplemental Retirement Plan (the “Supplemental Plan”), which is a nonqualified deferred compensation plan under Section 409A of the Internal Revenue Code. The Supplemental Plan covers participants in the Retirement Plan whose benefit under such plan is limited by the benefit limits of Section 415 or the compensation limit of Section 401(a)(17) of the Internal Revenue Code. The Supplemental Plan also covers any employee whose Retirement Plan benefit is reduced by participation in the ADM Deferred Compensation Plan. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation/Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. The Supplemental Plan provides the additional benefit that would have been provided under the Retirement Plan but for the limits of Section 415 or 401(a)(17) of the Internal Revenue Code, and but for the fact that elective contributions made by the participant under the ADM Deferred Compensation Plan are not included in the compensation base for the Retirement Plan. A participant is not vested in a benefit under the Supplemental Plan unless and until the participant is vested in a benefit under the Retirement Plan, which requires three years of service for a cash balance formula participant and five years of service for a final average pay formula participant for vesting. A separate payment form election is required with respect to the Supplemental Plan benefit from among the same options available under the Retirement Plan, subject to the limitations of Section 409A of the Internal Revenue Code.

Nonqualified Deferred Compensation

The following table summarizes information with respect to the participation of the named executive officers in the ADM Deferred Compensation Plan for Selected Management Employees I and II, which arenon-qualified deferred compensation plans, for the fiscal year ended December 31, 2017.

Name

  

Executive Contributions

in Last Fiscal Year ($)

  

Aggregate Earnings

in Last Fiscal Year ($)(1)

  

Aggregate Withdrawals/

Distributions ($)

  

Aggregate Balance

at 12/31/17 ($)(2)

J. R. LUCIANO

  0  0  0  0

R. G. YOUNG

  0  0  0  0

D. C. FINDLAY

  0  0  0  0

G. A. MORRIS

  0  0  0  0

J. D. TAETS

  0  61,135  369,697  477,140

(1) The amount reported in this column was not reported in the Summary Compensation Table as part of Mr. Taets’ compensation for the fiscal year ended December 31, 2017 because none of the earnings is considered to be “above market.”

(2) Of the amount shown in this column, $674,977 was previously reported as compensation to Mr. Taets in the Summary Compensation Table in previous years, not all of which is reflected in this column due in part to the distribution to Mr. Taets of $369,697 during 2017.

We sponsor two nonqualified deferred compensation plans — the ADM Deferred Compensation Plan for Selected Management Employees I and II (referred to as “Deferred Comp Plan I” and “Deferred Comp Plan II”, respectively). Deferred Comp Plan I was frozen as to new participants and new deferrals effective January 1, 2005, and is maintained as a separate “grandfathered” plan under Section 409A of the Internal Revenue Code. Deferred Comp Plan II is structured to comply with Section 409A. Deferred Comp Plan II covers salaried employees of our company and its affiliates whose annualized base salary is $175,000 or more. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation/Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer.

A participant in Deferred Comp Plan II can defer up to 75% of his or her base salary and up to 100% of his or her bonus. Earnings credits are added based upon hypothetical investment elections made by participants. A participant can elect each year when to be paid the base salary or bonus amounts deferred for that year, by electing to be paid upon a specified future date prior to separation from service or following retirement, in the form of a lump sum or in installments over a period of two to twenty years. If a participant separates from service prior to the elected payment date (or prior to qualifying for retirement), the payment will be made in a lump sum after separation from service, subject to the six month “specified employee” payment delay required by Section 409A. Withdrawals are allowed upon a showing of “hardship” by the participant in accordance with Section 409A. Small account balances of $10,000 or less are paid in a lump sum only.

ADM Proxy Statement 201843


EXECUTIVE COMPENSATION

Deferred Comp Plan II provides for “make-whole” company credits to the extent that a participant’s election to defer under the Deferred Comp Plan II causes a loss of company contributions under the 401(k) and Employee Stock Ownership Plan. No “make-whole” company credits were made on behalf of the named executive officers for fiscal year 2017.

A participant with an account balance remaining under Deferred Comp Plan I continues to receive earnings credits on such account based upon hypothetical investment elections made by the participant. A participant can establish up to two “scheduled distribution accounts” that are payable upon dates specified by the participant in either a lump sum or installments over a period of two to four years. A participant also can take unscheduled withdrawals of up to 25% of the balance of his or her accounts, subject to a withdrawal penalty of 10% of the withdrawn amount. Only one such unscheduled withdrawal is allowed in any year. Withdrawals also are allowed upon a showing of “hardship” by the participant. A participant’s account under Deferred Comp Plan I is paid following termination of employment. Payment following termination of employment is in a lump sum, except that a participant can elect to have installments paid over a period of two to 20 years if termination of employment occurs after retirement eligibility or due to disability.

Deferred Comp Plan I balances are fully-vested. A participant becomes vested in his or her company credits to Deferred Comp Plan II after two years of service. Unpaid amounts at death are paid to designated beneficiaries.

The hypothetical investment options available under Deferred Comp Plans I and II are determined by us and correspond with the investment options (other than our company’s common stock) that are made available to participants in the qualified 401(k) and Employee Stock Ownership Plan. These investment options are listed below, and the plan earnings credited to each participant’s account in these plans correspond to the earnings performance of the investment selected. Participants in the Deferred Comp Plans I and II may reallocate the amount of new deferrals and existing account balances among these investment options at any time. We do not set assets aside for the benefit of plan participants, but the Deferred Comp Plans I and II provide for full funding of all benefits upon achange-in-control or potentialchange-in-control, as defined in the plans.

In fiscal year 2017, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:

Deemed Investment Option

    Fiscal Year 2017 Cumulative Return    
(1/1/17 to 12/31/17)

ADM Galliard Stable Value Fund

1.40%

Dodge & Cox Stock

18.33%

Ironbridge Small Cap

10.43%

PIMCO Total Return — Instl Class

5.13%

Vanguard Institutional Index — Instl Plus Shares

21.82%

Vanguard Morgan Growth — Admiral Shares

29.99%

Vanguard Wellington — Admiral Shares

14.82%

Vanguard International Growth — Admiral Shares

43.16%

T. Rowe Price InstitutionalMid-Cap Equity Growth

26.02%

Vanguard Target Retirement 2015 Trust I

11.56%

Vanguard Target Retirement 2020 Trust I

14.18%

Vanguard Target Retirement 2025 Trust I

16.02%

Vanguard Target Retirement 2030 Trust I

17.61%

Vanguard Target Retirement 2035 Trust I

19.22%

Vanguard Target Retirement 2040 Trust I

20.82%

Vanguard Target Retirement 2045 Trust I

21.52%

Vanguard Target Retirement 2050 Trust I

21.48%

Vanguard Target Retirement 2055 Trust I

21.48%

Vanguard Target Retirement 2060 Trust I

21.51%

Vanguard Target Retirement 2065 Trust I

    (1)

Vanguard Target Retirement Income Trust I

8.60%

(1) The inception date of the Vanguard Target Retirement 2065 Trust I was July 12, 2017, so no twelve-month cumulative return percentage is available.

44ADM Proxy Statement 2018


EXECUTIVE COMPENSATION

Termination of Employment andChange-in-Control Arrangements

We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of a termination of employment or a change in control of our company. See the tabular disclosure and narrative description under the “Pension Benefits” and “Nonqualified Deferred Compensation” sections above for detail regarding payments that would result from a termination of employment orchange-in-control of our company under our pension and nonqualified deferred compensation plans.

Under the terms of our stock option agreements, vesting and exercisability accelerate upon the death of the recipient or change in control of our company, and continue in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for reasons other than death, disability, retirement, or cause, a recipient forfeits any interest in the unvested portion of any option but retains the right to exercise the previously vested portion of any option for a period of three months. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches anon-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s right to exercise any unexercised options will terminate, the recipient’s right to receive option shares will terminate, and any shares already issued upon exercise of the option must be returned to us in exchange for the lesser of the shares’ then-current fair market value or the price paid for the shares, or the recipient must pay us cash in the amount of the gain realized by the recipient from the exercise of the option.

Under the terms of our 2017 RSU award agreements, vesting accelerates upon a change in control of the company only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in thechange-in-control transaction refuses to continue, assume, or replace the awards. Under the terms of ourpre-2017 time-vested RSU award agreements, vesting accelerates upon a change in control of our company. Under all of our RSU award agreements, vesting accelerates upon death and continues in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for other reasons, the unvested portion of each award is forfeited. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches anon-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested awards will be forfeited, and any award shares that have already been issued in settlement must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the award vested.

Under the terms of our PSU award agreements, vesting accelerates upon the death of the award recipient or upon a change in control of our company only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in thechange-in-control transaction refuses to continue, assume, or replace the awards. In all such instances, the PSU awards will vest based on actual performance during the truncated performance period and on a pro rata basis based on a target number of units for the year following the truncated performance period. If employment ends as a result of disability or retirement, vesting will continue in accordance with the original vesting schedule. If employment ends for other reasons, the unvested portion of each award is forfeited. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches anon-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested awards will be forfeited, and any award shares that have already been issued in settlement must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the award vested.

ADM Proxy Statement 201845


EXECUTIVE COMPENSATION

The amount of compensation payable to each named executive officer in various termination andchange-in-control scenarios is listed in the table below. These payments and benefits are provided under the terms of agreements involving equity compensation awards. Unless otherwise indicated, the amounts listed are calculated based on the assumption that the named executive officer’s employment was terminated or that achange-in-control occurred on December 31, 2017.

Name    Voluntary
Termination
($)
 Involuntary
Termination
without Cause
($)
 Termination
for Cause
($)
 Death
($)(1)
 Disability
($)
 Change in
Control
($)(3)
 

Change in

Control

(Non-

Assumption of
Awards or
Involuntary
Termination
Without Cause
or Termination
for Good
Reason) ($)(4)

 Retirement
($)

J. R. Luciano 

 Vesting of nonvested stock options 0 0 0 5,217,996 (2) 5,217,996 5,217,996 (5)
  Vesting of nonvested RSU awards 0 0 0 14,804,069 (2) 9,297,238 14,804,069 (5)
  Vesting of nonvested PSU awards 0 0 0 5,506,832 (2) 0 5,506,832 (5)

R. G. Young

 Vesting of nonvested stock options 0 0 0 1,962,698 (2) 1,962,698 1,962,698 (5)
  Vesting of nonvested RSU awards 0 0 0 6,175,767 (2) 4,295,855 6,175,767 (5)
  Vesting of nonvested PSU awards 0 0 0 1,879,912 (2) 0 1,879,912 (5)

D. C. Findlay

 Vesting of nonvested stock options 0 67,663(6) 0 1,146,996 (2) 1,146,996 1,146,996 (5)
  Vesting of nonvested RSU awards 0 0 0 3,667,440 (2) 2,566,042 3,667,440 (5)
  Vesting of nonvested PSU awards 0 0 0 1,101,398 (2) 0 1,101,398 (5)

G. A. Morris

 Vesting of nonvested stock options 0 0 0 616,763 (2) 616,763 616,763 (5)
  Vesting of nonvested RSU awards 0 0 0 2,706,391 (2) 1,587,008 2,706,391 (5)
  Vesting of nonvested PSU awards 0 0 0 1,053,503 (2) 0 1,053,503 (5)

J. D. Taets

 Vesting of nonvested stock options 0 0 0 791,970 (2) 791,970 791,970 (5)
  Vesting of nonvested RSU awards 0 0 0 3,543,272 (2) 2,257,428 3,543,272 (5)
  Vesting of nonvested PSU awards 0 0 0 1,340,796 (2) 0 1,340,796 (5)

(1) Pursuant to the terms of the stock option and RSU awards issued under the 2009 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon death. The amount shown with respect to RSU awards was calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017. The amounts shown with respect to stock options were calculated with respect to options that were “in the money” as of December 31, 2017 and were determined by multiplying the number of shares subject to each option as to which accelerated vesting occurs by the difference between $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017, and the exercise price of the applicable stock option.

Pursuant to the terms of the PSU awards issued under the 2009 Incentive Compensation Plan, vesting of the PSU awards will accelerate upon death in an amount equal to the sum of (i) the number of units deemed to have earned and entitled to vest during the truncated performance period based on the company’s actual performance and (ii) the

target number of units multiplied by a fraction whose numerator is the number of fiscal years not included in the original performance period that were not included in the truncated performance period and whose denominator is three. The amount shown with respect to PSU awards, assuming the first year of the performance period has been completed and that the Relative TSR as well as the levels of both Adjusted ROIC and Adjusted EBITDA achieved for such one year period equate to a 100% payout of the total number of target shares, was calculated by (i) deeming 33% of the target number of shares earned and entitled to vest and (ii) multiplying the target number of shares by 66.7% of the remaining target share amount and finally (iii) multiplying the sum of (i) and (ii) by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017.

(2) Pursuant to the terms of the stock option, RSU award and PSU unit award agreements issued under the 2009 Incentive Compensation Plan, vesting of these equity awards generally continues on the same schedule after retirement or termination of employment due to disability.

46ADM Proxy Statement 2018


EXECUTIVE COMPENSATION

(3) Pursuant to the terms of the stock option and RSU awards issued prior to 2017 under the 2009 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon a change in control. However, beginning in 2017, the company made the RSU awards as well as the PSU awards subject to a double trigger vesting and payout mechanism upon a change in control, meaning that only if (i) within 24 months after the change in control, one of our executive officer’s employment is terminated without cause or he or she resigns for good reason or (ii) the surviving entity in the change of control does not continue, assume, or replace the awards, the RSU awards will accelerate in full and the PSU awards will accelerate on a pro rata basis as described in footnote 1 above. Therefore, this column excludes the 2017 RSU and PSU awards and only includes unvestedpre-2017 RSU awards. The amounts shown with respect topre-2017 RSU awards were calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017. The amounts shown with respect to stock options were calculated with respect to options that were “in the money” as of December 31, 2017 and were determined by multiplying the number of shares subject to each option as to which accelerated vesting occurs by the difference between $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017, and the exercise price of the applicable stock option.

(4) Pursuant to the terms of the stock option and RSU awards issued prior to 2017 under the 2009 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon a change in control. However, beginning in 2017, the company made the RSU awards as well as the PSU awards subject to a double trigger vesting and payout mechanism upon a change in control, meaning that only if (i) within

24 months after the change in control, one of our executive officer’s employment is terminated without cause or he or she resigns for good reason or (ii) the surviving entity in the change of control does not continue, assume, or replace the awards, the RSU awards will accelerate in full and the PSU awards will accelerate on a pro rata basis as described in footnote 1 above. Therefore, this column includes (i) all unexercisable options, (ii) all unvested RSU awards, and (iii) a portion of the unvested PSU awards (calculated in the manner set forth in footnote 1). The amounts shown with respect to stock options were calculated with respect to options that were “in the money” as of December 31, 2017 and were determined by multiplying the number of shares subject to each option as to which accelerated vesting occurs by the difference between $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017, and the exercise price of the applicable stock option. The amounts shown with respect to RSU and PSU awards was calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $40.08, the closing sale price of a share of our common stock on the NYSE on December 29, 2017.

(5) Because this named executive officer is not yet eligible for retirement under the terms of the ADM Retirement Plan, no current termination of employment would be considered “retirement” under any of the applicable equity-based compensation plans.

(6) In accordance with commitments made at the time of Mr. Findlay’s hiring, his 2013 stock option award is accelerated in full if his employment is terminated by us for reasons other than gross misconduct or by him for good reason. The amount shown was calculated in the manner described in footnote (1) above.

CEO Pay Ratio

The calculation of the pay ratio was based upon the same total compensation as shown for our Chairman and CEO in the Summary Compensation Table to include: (1) salary received in fiscal year 2017, (2) annual incentive payment received for performance in fiscal year 2017, (3) grant date fair value of any awards for fiscal year 2017, (4) change in pension value and nonqualified deferred compensation earnings, and (5) all other compensation as included in the Summary Compensation Table. We determined the median employee by using a consistently applied compensation measure of total cash compensation paid to our global employee population (including full-time, part-time, temporary, and seasonal employees) other than our Chairman and CEO, as of December 31, 2017. We define “total cash compensation” as base salary for salaried colleagues, base hourly compensation and overtime for hourly permanent employees, actual compensation for seasonal or temporary colleagues, sales commission (if applicable), and any annual cash incentive compensation for the year ending on December 31, 2017. To be consistent with our compensation philosophy, all global colleagues are paid based upon their local market as reviewed on an annual basis to ensure they are paid competitively. For purposes of the pay ratio, their compensation is converted to U.S. dollars as of December 31, 2017 exchange rate to determine the median employee. The median employee’s annual total compensation for fiscal year 2017 was $57,345.(1) The annual total compensation of our Chairman and CEO, as identified in the Summary Compensation Table for fiscal year 2017 was $15,875,055. The ratio between the Chairman and CEO’s annual total compensation to the annual total compensation of our median employee is 276:1.

(1) When we determined the annual total compensation of the median employee in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table, we reasonably determined there were compensation characteristics of the median employee’s compensation due to variances in local compensation and benefits practices that would have a significant impact on our CEO pay ratio. As a result, we substituted an alternate employee as our median employee who had substantially similar total cash compensation to the original median employee.

ADM Proxy Statement 201847


DIRECTOR COMPENSATION

DIRECTOR COMPENSATION FOR FISCAL 2017

For fiscal 2017, our standard compensation fornon-employee directors consists of an annual retainer inof $325,000 and additional annual stipends for service as Lead Director ($40,000), Chair of the amountAudit Committee (effective as of $275,000. With respectthe second quarter of 2023, this increased from $30,000 to $35,000), Chair of the $275,000Compensation and Succession Committee ($25,000), Chair of the Nominating and Corporate Governance Committee ($20,000), and Chair of the Sustainability and Corporate Responsibility Committee ($20,000).

Directors may elect to receive up to $125,000 of their annual retainer $150,000 must be paid in cash or stock units, pursuant to our Stock Unit Plan forNon-Employee Directors. Theand the remaining portion of the annual retainer may beand any stipends are paid in cash, stock units, or a combination of both, at the election of eachnon-employee director.units. Each stock unit is deemed for valuation and bookkeeping purposes to be the equivalent of a share of our common stock. In addition to the annual retainer for fiscal year 2017, our Lead Director received a stipend in the amount of $30,000, the chairman of the Audit Committee received a stipend in the amount of $20,000, the chairman of the Compensation/Succession Committee received a stipend in the amount of $20,000, and the chairman of the Nominating/Corporate Governance Committee received a stipend in the amount of $15,000. All such stipends are paid in cash. We do not pay fees for attendance at board and committee meetings. Directors are reimbursed forout-of-pocket traveling expenses incurred in attending board and committee meetings. Directors may also be provided with certain perquisites from time to time.

Stock units are credited to the account of eachnon-employee director on a quarterly basis in an amount determined by dividing the quarterly amount of the retainer or stipend to be paid in stock units by the fair market value of a share of our common stock on the last business day of that quarter, and are fully-vested at all times. As of any date on which cash dividends are paid on our common stock, each director’s stock unit account is also credited with stock units in an amount determined by dividing the dollar value of the dividends that would have been paid on the stock units in that director’s account had those units been actual shares by the fair market value of a share of our stock on the dividend payment date. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. Each stock unit is paid out in cash on the first business day following the earlier of (i) five years after the end of the calendar year that includes the quarter for which that stock unit was credited to the director’s account, and (ii) when the director ceases to be a member of ourthe Board. The amount to be paid will equal the number of stock units credited to a director’s account multiplied by the fair market value of a share of our stock on the payout date. A director may elect to defer the receipt of these payments in accordance with the plan.

We do not pay fees for attendance at board and committee meetings. Directors are reimbursed for out-of-pocket traveling expenses incurred in attending board and committee meetings. Directors may also be provided with certain perquisites from time to time.

The following table summarizes compensation provided to eachnon-employee director for services provided during fiscal year 2017.2023.

 

Name

  

Fees Earned or

    Paid in Cash ($)(1)    

    Stock Awards ($)(2)     All Other Compensation ($)(3)    Total ($)

Fees Earned or

Paid in Cash
($)(1)

Fees Earned or

Paid in Cash
($)(1)

Stock Unit
Awards ($)(2)
Stock Unit
Awards ($)(2)

All Other

Compensation
($)(3)

All Other

Compensation
($)(3)

Total ($)Total ($)

A. L. BOECKMANN

  0  275,000 10,000              285,000             

M. H. CARTER(4)

  0  94,436   94,436

M. S. BURKE

M. S. BURKE

M. S. BURKE

M. S. BURKE

M. S. BURKE

T. COLBERT

T. COLBERT

T. COLBERT

T. COLBERT

T. COLBERT

J. C. COLLINS, JR.

J. C. COLLINS, JR.

J. C. COLLINS, JR.

J. C. COLLINS, JR.

J. C. COLLINS, JR.

T. K. CREWS

  145,000  150,000   295,000

P. DUFOUR

  125,000  150,000   275,000

T. K. CREWS

T. K. CREWS

T. K. CREWS

T. K. CREWS

E. DE BRABANDER(4)

E. DE BRABANDER(4)

E. DE BRABANDER(4)

E. DE BRABANDER(4)

E. DE BRABANDER(4)

D. E. FELSINGER(4)

  35,000  275,000 12,458  322,458

S. F. HARRISON(5)

  82,074  98,489   180,563

A. MACIEL(4)

  62,500  51,510   114,010

P. J. MOORE

  140,000  150,000   290,000

F. J. SANCHEZ

  125,000  150,000   275,000

P. J. MOORE

P. J. MOORE

P. J. MOORE

P. J. MOORE

F. J. SANCHEZ(4)

F. J. SANCHEZ(4)

F. J. SANCHEZ(4)

F. J. SANCHEZ(4)

F. J. SANCHEZ(4)

D. A. SANDLER

  125,000  150,000 10,000  285,000

D. T. SHIH

  125,000  150,000   275,000

D. A. SANDLER

D. A. SANDLER

D. A. SANDLER

D. A. SANDLER

L. Z. SCHLITZ

L. Z. SCHLITZ

L. Z. SCHLITZ

L. Z. SCHLITZ

L. Z. SCHLITZ

K. R. WESTBROOK

  145,000  150,000 7,500  302,500

K. R. WESTBROOK

K. R. WESTBROOK

K. R. WESTBROOK

K. R. WESTBROOK

 

(1)

As described above, up to $125,000 of the annual retainer may be paid in cash or in stock units, or a combination of both, at the director’s election. The remainder of the retainer and any stipends are paid in stock units. All compensation paid in stock units is reported in the “Stock Awards” column.

(1) As described above, $150,000 of the annual retainer of $275,000 is paid in stock units, which are reported in the “Stock Awards” column. In addition, our directors may elect to receive the remaining portion of the annual retainer in the form of cash, stock units, or a combination of both. For fiscal year 2017, Mr. Boeckmann and Ms. Carter each elected to receive his or her entire annual retainer in the form of stock units.

(2) The amounts set forth in this column represent the grant date fair value of stock unit grants to each of the listed directors computed in accordance with the provisions of FASB ASC Topic 718. Each of the listed directors is anon-employee director and the fair value of services provided by each director has been used to calculate the number of stock units credited to each director by dividing the quarterly fair value of the services provided by the fair market value of a share of our company’s common stock on the last business day of the quarter. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. The fair value of services provided by each

of the directors has been determined to be $68,750 per quarter. The aggregate number of stock units credited to the account of eachnon-employee director as of December 31, 2017 (including mandatory stock unit grants, voluntary elections to receive stock units, and the deemed reinvestment of dividends) was as follows:

 

ADM Proxy Statement 2024 | 31


LOGOCORPORATE GOVERNANCE — Director Compensation

LOGO

(2)

The amounts set forth in this column represent the grant date fair value of stock units paid to each of the listed directors computed in accordance with the provisions of FASB ASC Topic 718. Each of the listed directors is a non-employee director and the fair value of services provided by each director has been used to calculate the number of stock units credited to each director by dividing the quarterly fair value of the services provided by the fair market value of a share of our Company’s common stock on the last business day of the quarter. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. The aggregate number of stock units credited to the account of each non-employee director (or in the cases of Mr. Felsinger and Mr. Sanchez, former directors) as of December 31, 2023 (including mandatory stock unit grants, voluntary elections to receive stock units, and the deemed reinvestment of dividends) was as follows:

Name

  

Number of Stock Units at 12/31/17

23

A. L. BoeckmannM. S. Burke

  

41,629

19,804

T. K. CrewsColbert

  

23,764

7,818

P. DufourJ. C. Collins, Jr.

  

24,251

2,938

D. E. FelsingerT. K. Crews

  

47,084

51,322

S. F. HarrisonE. de Brabander

  

1,467

1,095

P. J. MooreD. E. Felsinger

  

51,361

67,752

S. F. J. SanchezHarrison

  

12,377

22,851

D. A. SandlerP. J. Moore

  

4,993

83,367

D. T. ShihF. J. Sanchez

  

18,135

— 

K. R. WestbrookD. A. Sandler

  25,515

49,972L. Z. Schlitz

15,496

K. R. Westbrook

45,127

 

(3)
48ADM Proxy Statement 2018

The amounts in this column consist of: (i) for all directors, the dividend equivalent amounts paid in stock units in 2023 on stock awards; and (ii) for Messrs. Felsinger and Moore, $5,000 in charitable gifts pursuant to the Company’s matching charitable gift program which is available to substantially all employees and non-employee directors.


DIRECTOR COMPENSATION

 

(4)

Dr. de Brabander joined the Board upon her election at the 2023 annual meeting of stockholders on May 4, 2023. Mr. Felsinger and Mr. Sanchez were directors of the Company until the 2023 annual meeting of stockholders.

(3) Consists of charitable gifts pursuant to the company’s matching charitable gift program which is available to substantially all employees andnon-employee directors and personal aircraft use.Director Stock Ownership Guidelines

(4) Ms. Carter and Mr. Maciel did not stand for reelection at our 2017 Annual Meeting of Stockholders on May 4, 2017. The annualnon-employee director compensation provided to each of them was prorated to reflect that period of service during 2017.

(5) Ms. Harrison was elected to our Board of Directors at our 2017 Annual Meeting of Stockholders on May 4, 2017, and her annualnon-employee director compensation was prorated to reflect her period of service during 2017.

DIRECTOR COMPENSATION FOR FISCAL 2018

For fiscal 2018, our standard compensation fornon-employee directors will consist of an annual retainer in the amount of $300,000. With respect to the $300,000 annual retainer, $175,000 must be paid in stock units pursuant to our Stock Unit Plan forNon-Employee Directors, which will be credited to the directors’ accounts in the same manner described above. The remaining portion of the annual retainer may be paid in cash, stock units, or a combination of both, at the election of eachnon-employee director. We will pay the following stipends in addition to the annual retainer: our Lead Director will receive $30,000, the chairman of the Audit Committee will receive $25,000, the chairman of the Compensation/Succession Committee will receive $20,000, and the chairman of the Nominating/Corporate Governance Committee will receive $15,000. All such stipends are paid in cash. We will continue our practice of not paying fees, but will reimburseout-of-pocket traveling expenses, for attendance at board and committee meetings.

DIRECTOR STOCK OWNERSHIP GUIDELINES

Our companyCompany has guidelines regarding ownership of shares of our common stock by ournon-employee directors. These guidelines call fornon-employee directors to own shares of common stock (including stock units issued pursuant to the Stock Unit Plan forNon-Employee Directors) over time with a fair market value of not less than five times the amount of the maximum cash portion of the annual retainer, which is an increase from our guideline in effect prior to 2017 of not less than three times the amount of the maximum cash portion of the annual retainer. Application of these guidelines will consider the time each director has served on ourthe Board of Directors, as well as stock price fluctuations that may impact the achievement of the five times cash retainer ownership guidelines.

We prohibitnon-employee directors from hedging or pledging company securities if they haveCompany securities.

32 | ADM Proxy Statement 2024


PROPOSAL NO. 2

Proposal No. 2—Advisory Vote on Executive Compensation

LOGO

Pursuant to Section 14A of the Exchange Act, the following proposal provides our stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. In considering your vote, you may wish to review the “Compensation Discussion and Analysis” discussion herein, which provides details as to our compensation policies, procedures, and decisions regarding the named executive officers, as well as the Summary Compensation Table and other related compensation tables, notes, and narrative disclosures in this proxy statement. This vote is not metintended to address any specific element of our executive compensation program, but rather the overall compensation program for our named executive officers.

The Compensation and Succession Committee, which is comprised entirely of independent directors, and the Board of Directors believe that the executive compensation policies, procedures, and decisions made with respect to our named executive officers are competitive, are based on our pay-for-performance philosophy, and are focused on achieving our Company’s goals and enhancing stockholder value.

Accordingly, for the reasons discussed above and in the “Compensation Discussion and Analysis” section of this proxy statement, the Board asks our stockholders to vote FOR the adoption of the following resolution to be presented at the Annual Meeting of Stockholders in 2024:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the compensation tables, and the related narrative disclosure in this Proxy Statement.

Although this advisory vote is not binding on the Board of Directors, the Board and the Compensation and Succession Committee will review and expect to take into account the outcome of the vote when considering future executive compensation decisions.

LOGO

The Board of Directors recommends that you vote FOR the approval of the advisory resolution on the compensation of our Company’s named executive officers, as disclosed in this proxy statement. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

ADM Proxy Statement 2024 | 33


Compensation Discussion and Analysis

LOGO

Table of Contents

Section

Page

Our NEOs

34

Executive Summary

35

How Executive Compensation is Determined

40

Components of Executive Compensation

41

2023 Executive Compensation Decisions

42

Peer Group

53

Benefits

54

Compensation Policies and Governance

55

Employment Agreements, Severance, and Change in Control Benefits

56

Our NEOs

  This Compensation Discussion and Analysis describes the compensation of the following named executive officers, or NEOs:

Juan R. Luciano

Board Chair, Chief Executive Officer

and President

Years with ADM: 12

Vikram Luthar

Senior Vice President and Chief Financial Officer

(on administrative leave)*

Years with ADM: 19

Regina Bynote Jones

Senior Vice President, General Counsel and Secretary**

Years with ADM: 1

Greg A. Morris

Senior Vice President and President,

Agricultural Services and Oilseeds

Years with ADM: 29

Christopher M. Cuddy

Senior Vice President and President, Carbohydrate Solutions

Years with ADM: 25

Vincent F. Macciocchi

Former Senior Vice President and President, Nutrition, and Chief Sales and Marketing Officer***

Years with ADM: 11

*

As previously disclosed, Mr. Luthar was placed on administrative leave effective January 19, 2024. Ismael Roig was appointed to serve as Interim Chief Financial Officer, in addition to his positions as President of EMEA and President of Animal Nutrition. In connection with Mr. Roig serving as Interim Chief Financial Officer, the Compensation and Succession Committee approved the payment of a monthly cash stipend of $35,000 to him while he serves as Interim Chief Financial Officer, and a one-time grant of RSUs to him in the amount of $1,000,000.

**

Ms. Jones joined the Company on September 5, 2023.

***

Mr. Macciocchi was no longer an executive officer of the Company as of November 13, 2023, but remained employed by the Company in a transition support role to his successor until Mr. Macciocchi’s retirement from the Company on December 31, 2023. Mr. Macciocchi’s tenure included tenure at a predecessor company that ADM acquired in 2014.

34 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Executive Summary

LOGO

Executive Summary

OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

ADM unlocks the power of nature to enrich the quality of life and provide access to nutrition worldwide. ADM is a global leader in human and animal nutrition and one of the world’s premier agricultural origination and processing companies. In order to achieve this, we must attract, engage, and retain highly talented individuals who are committed to our core values of integrity, excellence, teamwork, resourcefulness, responsibility, and respect for others. Our compensation programs are designed to help achieve our annual and long-term priorities. Our compensation and benefit programs are based on the following objectives:

Reinforce a high-performance culture—linking short- and long-term compensation with individual and Company performance;

Emphasize the long-term—structuring executive compensation to include a significant percentage of long-term equity awards;

Focus on results—rewarding executives for long-term stockholder value creation, excellence in leadership, and implementing our business strategy;

Remain market competitive—providing compensation that is consistent with the scope of responsibilities of the role with other comparable organizations to attract and retain high quality executive talent; and

Maintain internal equity—structuring compensation and benefit programs with consistent features for employees and executives across the organization.

2023 PERFORMANCE HIGHLIGHTS1

In 2023, ADM achieved strong performance, overcoming multiple market and geopolitical challenges, including high cost inflation, supply chain bottlenecks, and the logistical and human challenges caused by the war in Ukraine. In the face of these challenges, we kept our focus on strong execution, continuous improvement efforts, and delivering winning solutions for our customers.

Here are some highlights ADM achieved in 2023.

Operating Profit

$6.2B

Achieved second best financial performance in company history, achieving $6.98 in adjusted earnings per share and $6.2 billion of adjusted segment operating profit.

Soybean and Renewable Fuels

Advanced strategic initiatives, including completing the construction and commissioning of our new joint venture soybean processing complex in Spiritwood, North Dakota, which is providing feedstock to help meet the increasing demand for renewable fuels.

Dividend Increase

+11%

Delivered strong cash flows and balance sheet, which supported an 11% dividend increase, marking the 51st consecutive year of increases and 91 years of uninterrupted dividends.

Repurchases and Dividends

$3.7B

Maintained disciplined and balanced capital allocation, with $3.7 billion of cash returned to shareholders via repurchases and dividends.

KEY EXECUTIVE COMPENSATION ACTIONS FOR 2023:

Modest base salary changes—NEO salaries were increased 2% to 4% for most NEOs, reflecting appropriate competitive adjustments and a continued focus on performance-based pay;

Earned incentives on strong company performance—Earned annual incentive for 2023 was between 95.9% and 120.9% of target for NEOs, reflecting strong performance versus preestablished company-wide goals for EBITDA, ROIC, and several strategic objectives including 1ADM related milestones and innovation goals; and

Earned LTI for long-term results—Earned performance share units (PSUs) for 2021-2023 were based on results versus preestablished goals for ROIC (50%), CAGR Nutrition operating profit growth (50%) and a relative TSR modifier; the above maximum performance on the ROIC metric was averaged with no payout on the Nutrition metric, resulting in an earned number of PSUs at 100% of target. While relative TSR performance results would have produced a positive modifier to the award, the Compensation and Succession Committee exercised negative discretion and did not adjust the number of PSUs earned for such modifier.

1

Adjusted Earnings Per Share (earnings per share, adjusted to exclude the impact of certain items), Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items), and adjusted segment operating profit (segment operating profit excluding certain items) are financial measures that have not been calculated in accordance with generally accepted accounting principles (GAAP). Annex A to this Proxy Statement offers more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.

ADM Proxy Statement 2024 | 35


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Executive Summary

LOGO

OVERVIEW OF OUR COMPENSATION PROGRAM

Total direct compensation for ADM executives is delivered through a mix of cash and equity awards that emphasizes multiple performance factors tied to stockholder value creation over short and long-term time horizons. The three key elements of our compensation program are base salary, annual cash incentive awards, and long-term equity incentive (LTI) awards.

We believe our salaries and performance-based annual cash incentive awards encourage and reward annual business results, while maintaining a focus on Company specific strategic goals. Our LTI program rewards for sustained performance against critical performance metrics. Our executive stock ownership guidelines (discussed under “Compensation Policies and Governance—Executive Stock Ownership”), which require executives to own meaningful amounts of ADM common stock, align our executives’ interests in delivering sustainable stockholder returns.

SIGNIFICANT 2023 COMPENSATION ACTIONS

In 2023, our CEO received a base salary increase of 4%. One of the other NEOs received a base salary increase of 2% and another NEO received a base salary increase of 3.3%. The base salaries of the remaining NEOs were unchanged in 2023. For details, see “2023 Executive Compensation Decisions—Individual Compensation Decisions.” In 2023, the NEOs received, on average, 59% of their total target direct compensation in performance-based pay, and 74% of their total target direct compensation in equity awards. For these purposes, we require ournon-employee directorsconsider the base salary paid in 2023, the target annual cash incentive for 2023, and the target award value of equity (the dollar amount of such awards as approved by the Compensation and Succession Committee) granted in 2023 for the 2023-2025 performance period.

As in recent years, for the 2023 annual cash incentive plan, the Compensation and Succession Committee retained adjusted EBITDA and adjusted ROIC as two of the performance metrics, and also selected three specific and relevant strategic goals in order to obtain approval from our General Counsel before pledging company securities.drive accountability for important 2023 annual priorities. For details on the three strategic goals prescribed for the 2023 annual bonuses, see “2023 Executive Compensation Decisions—2023 Annual Cash Incentives.”

In 2023, the Compensation and Succession Committee granted annual equity awards in the form of 60% performance share units (PSUs) and 40% time-based restricted stock units (RSUs) to the NEOs. The PSUs will vest based on ADM’s performance against specific goals over a three-year performance period that will end on December 31, 2025. The RSUs will vest one-third each year over a three-year period. For details, see “2023 Executive Compensation Decisions—Equity-Based Long-Term Incentives.”

The charts below present the mix of total target direct compensation awarded to the NEOs in 2023. For Ms. Jones, the “Average Other NEOs Pay Mix” chart reflects her 2023 base salary and target annual incentive bonus on an annualized basis, and excludes her one-time make-whole replacement cash incentive and equity award.

 

LOGOLOGO

36 | ADM Proxy Statement 20182024  49


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Executive Summary

LOGO

EXECUTIVE OFFICER TRANSITIONS IN 2023

In August 2023, we announced that Regina Bynote Jones was appointed Senior Vice President, General Counsel and Secretary, effective September 5, 2023. She succeeded D. Cameron Findlay, our then Senior Vice President, General Counsel and Secretary, after announcing his plan to retire from the Company.

In connection with Ms. Jones’ appointment, the Compensation and Succession Committee approved the following elements of Ms. Jones’ compensation:

an initial annual base salary of $725,004,

one-time make-whole awards, intended to replace the cash incentives and unvested equity awards that Ms. Jones forfeited from her prior employer to join the Company:

cash incentive: $630,000 payable in March 2024 (to replace the portion of annual bonus forfeited upon departure),

equity award: approximate grant date value of $3,320,000 granted in the form of RSUs, vesting 50% each year on the first and second anniversaries of the September 5, 2023 grant date (to replace the value of unvested equity awards forfeited upon departure),

participation in the Company’s 2023 annual cash incentive plan at a target opportunity of 100% of her base salary, prorated based upon her start date with the Company,

an annual equity award with an approximate grant date value of $2,300,000, granted in the form of 60% PSUs with the same terms as the Company’s annual 2023 PSU awards for the other executive officers, and 40% RSUs, vesting one-third each year over a three-year period following the September 5, 2023 grant date, and

a $200,000 relocation assistance lump sum payment.

On November 10, 2023, we announced that Vincent F. Macciocchi, our Senior Vice President, President, Nutrition, and Chief Sales and Marketing Officer of the Company, would be retiring, effective December 31, 2023. Effective as of November 13, 2023, Mr. Macciocchi was no longer an executive officer, but he remained employed by the Company until December 31, 2023. There were no changes to Mr. Macciocchi’s compensation between November 13, 2023 and December 31, 2023. Pursuant to the terms of the applicable award agreements, upon his retirement on December 31, 2023, Mr. Macciocchi’s outstanding equity awards (other than the retention performance-based RSUs (the PRSUs) granted to him in 2022 which were forfeited upon his retirement) continue to vest in accordance with their original vesting schedule.

ADM Proxy Statement 2024 | 37


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Executive Summary


LOGO

EQUITY

EXECUTIVE COMPENSATION PLAN INFORMATION; RELATED TRANSACTIONSBEST PRACTICES

We annually evaluate all elements of NEO pay to ensure alignment with performance objectives, market best practices, and stockholder interests. In addition, ADM’s Lead Director, our CEO, and our Chief People Officer (CPO) annually engage with the Company’s largest institutional stockholders to receive their feedback on the structure and performance focus of our executive compensation programs. The following table summarizes our current practices.

What We Do

What We Don’t Do

  Pay-for-performance:We tie compensation to performance by setting clear and challenging Company financial goals and individual goals, and having a majority of target total direct compensation consist of performance-based components.

  X   No guaranteed base salary increases: Base salary levels
  are reviewed every year and periodically adjusted based on
  market competitiveness and internal equity.

  Multiple performance metrics: Payouts of our annual cash incentives and long-term incentives are determined based on the weighted results for several financial performance measures and structured to balance accountability for driving annual results with sustainable long-term performance.

  X   No hedging: We prohibit executives from engaging in hedging
  transactions with ADM securities.

  Aggressive stock ownership and retention requirements: Our NEOs and directors must comply with rigorous stock ownership requirements, and they may not sell any Company securities until these guidelines are satisfied.

  X   No gross up of excise tax payments: We do not assist
  executives with taxes owed as a result of their compensation.

  Compensation-related risk review: The Compensation and Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not likely to have a material adverse effect on the Company.

  X   No excessive executive perks: Executive perquisites are not
  excessive and are limited to executive physicals, certain
  insurance benefits, and (for the Board Chair and CEO) limited
  personal use of Company chartered aircraft.

  Clawback policy: The Company has a policy that provides for the recovery of incentive-based compensation from executives in the event of a financial restatement.

  X   No pledging: We prohibit executives from pledging ADM
  securities.

  Regular review of proxy advisor policies, stockholder feedback and corporate governance best practices: The Compensation and Succession Committee regularly considers the perspectives of outside authorities as they relate to our executive compensation programs.

  X   No employment contracts: We do not have an employment
  contract with any executive officer.

  Performance-based equity awards: 60% of the NEOs’ annual LTI award opportunity is delivered in PSUs that may be earned only if the Company achieves prescribed financial goals over a prospective three-year performance period.

  Double-trigger requirement: Equity awards do not automatically vest in the event of a change in control. Instead, we impose a “double-trigger” requirement to accelerate vesting.

38 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Executive Summary

LOGO

ADVISORY “SAY ON PAY” VOTE

At the 2023 Annual Meeting of Stockholders, 94% of the shares voted in the advisory vote on executive compensation voted to approve our executive compensation. The Compensation and Succession Committee believes that this strong level of support, and the strong levels of support shown in prior years, affirms broad stockholder agreement with our pay-for-performance approach to executive compensation.

We routinely conduct extensive proactive outreach to our largest institutional stockholders to understand and address issues of interest and to foster long-term cooperative relationships. The Compensation and Succession Committee will continue to consider stockholder feedback and the results from advisory votes on executive compensation when approving compensation programs. For more information, see “Stockholder Outreach and Engagement.”

ADM Proxy Statement 2024 | 39


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — How Executive Compensation is Determined

LOGO

How Executive Compensation is Determined

THE ROLE OF THE COMPENSATION AND SUCCESSION COMMITTEE

The Compensation and Succession Committee, which is composed solely of independent directors, is responsible for establishing ADM’s compensation philosophy and developing and administering compensation policies and programs consistent with this philosophy. When making compensation decisions, the Compensation and Succession Committee considers the Company’s executive compensation objectives described below.

Align executive and stockholder interests. We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of our NEOs with the interests of our stockholders. Our PSU awards have a three-year performance period and vest only if certain performance goals are achieved.

We protect our stockholders’ interest by including clawback provisions in long-term incentive award agreements. The current provisions provide for forfeiture of awards or the ability of the Company to recover shares received in respect of awards (or their value) if the recipient breaches certain non-competition, non-solicitation or confidentiality restrictions, engages in certain prohibited conduct, and in the case of certain types of terminations of employment. We have a separate clawback policy that provides for the recovery of all erroneously awarded incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers during the applicable lookback period, in the case of an accounting restatement.

Attract and retain top executive talent. Stockholders benefit when we attract, retain, and motivate talented executives with compensation packages that are competitive and fair. As a large, global company engaged in multiple lines of business, our competition for talent—like our competition for business and investment—is broad. The Company’s compensation program for NEOs delivers a mix of salary, annual cash incentives, and long-term incentives targeted to be market-competitive.

Pay-for-performance. Our executive compensation program emphasizes variable, performance-based pay. The Compensation and Succession Committee assesses executive compensation packages in the aggregate, and considers each individual component as well. Base salary is reviewed annually. Annual cash incentives are paid if, and to the extent that, specified corporate goals and individual goals are attained. Performance-based equity compensation is assessed in a similar manner and is designed to reward measurable long-term results.

Internal equity. The Compensation and Succession Committee takes into account internal equity when determining the pay of the CEO and other NEOs. We provide the Committee with data on the compensation of other ADM non-executive employees in other pay grades and/or salary ranges, and the Committee reviews such data when setting CEO and other NEO pay.

q

THE ROLE OF THE BOARD

The Board reviews and approves the Company’s annual and long-term business plans, which include some of the factors used to set financial and business objectives for incentive compensation. The independent directors establish and approve all performance criteria for evaluating the Board Chair and CEO, annually evaluate the performance of the Board Chair and CEO based on these criteria, and ratify his compensation. The Board also may provide input and ratification on any additional compensation-related issues at the Compensation and Succession Committee’s request. The Board conducts an annual review of the Company’s performance, which informs the calculation of performance-based incentives and decisions regarding compensation packages generally.

q

THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

For 2023, the Compensation and Succession Committee retained Meridian Compensation Partners, LLC (Meridian) as its independent executive compensation consultant. Meridian reports directly to the Compensation and Succession Committee, and provides objective and expert analyses and independent advice on executive and director compensation, and other matters in support of the Committee’s responsibilities.

Each Compensation and Succession Committee meeting includes an executive session where the Committee meets privately with the independent consultant, without Company management. Outside of these sessions, the independent consultant interacts with management solely on behalf of the Compensation and Succession Committee.

The Compensation and Succession Committee only retains consultants that it believes will provide independent advice. The Committee has assessed the independence of Meridian pursuant to SEC and NYSE rules, and concluded that the work Meridian has performed and is expected to perform in the future does not raise any conflict of interest.

q

THE ROLE OF EXECUTIVES

Our Board Chair and CEO assists the Compensation and Succession Committee in determining compensation for the NEOs other than himself. To that end, the Board Chair and CEO assesses the performance of each of the other NEOs, both in terms of individual execution and with respect to the functions or business units they oversee. The Board Chair and CEO also recommends to the Compensation and Succession Committee, but does not vote on, annual base salary adjustments, individual and group performance factors, and short- and long-term incentive award target levels for the other NEOs.

The Company’s Senior Vice President and Chief People Officer (CPO) oversees all employee compensation with the oversight and direction of the Compensation and Succession Committee. The CPO prepares most of the materials for the Compensation and Succession Committee meetings and provides analyses that assist the Committee with its decisions, such as summaries of competitive market practices, summaries of the Company’s succession management, and reports regarding the Company’s performance. In addition, throughout the year, the CPO facilitates meetings with management to help the Compensation and Succession Committee gain a better understanding of Company performance, and ensures that the Committee receives a rigorous assessment of year-to-date performance at each of its meetings. The Company’s executives, including the Board Chair and CEO, leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to remain by the Compensation and Succession Committee.

40 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Components of Executive Compensation

LOGO

Components of Executive Compensation

The Company’s executive compensation program is built on a structure that emphasizes both short- and long-term performance. We believe our salaries and performance-based annual cash incentive awards encourage and reward annual business results, while our LTI awards reward sustained performance, particularly when coupled with our stock ownership requirements.

When setting compensation levels, the Compensation and Succession Committee refers to data regarding compensation for comparable executives at large public companies with which ADM competes for executive talent. As described in greater detail below under the heading “Peer Group,” the Compensation and Succession Committee chose a broad external market peer group of the S&P 100 Index in order to capture a wide spectrum of compensation levels. In addition, the Compensation and Succession Committee considers Company-wide internal equity when determining pay packages for the NEOs.

The following chart summarizes the direct compensation components and associated objectives of our fixed and performance-based pay for executives in 2023. Although the Compensation and Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, the Company places greater emphasis on variable pay for executives with more significant responsibilities because they have a greater capacity to affect the Company’s performance and results.

Components of 2023 Executive Compensation

Element and FormLink to Stockholder ValueKey Characteristics

FIXED  

Annual  

Base Salary 

Recognize an individual’s role and responsibilities

Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity

ANNUAL  
INCENTIVE  
AWARDS  
Annual  

Annual Cash 

Incentive 

Achieve annual goals measured in terms of financial, strategic, and individual performance linked to creation of stockholder value

Adjusted EBITDA, Adjusted ROIC, Strategic Goals focused on Productivity, 1ADM, and Innovation, and Individual Performance Factor

LONG-TERM  
INCENTIVE  
AWARDS  
Long-Term  

Performance  Share Units  (PSUs) 

60% 

Align long-term performance with interests of stockholders and retain executive talent

Achievement of key drivers of Company performance and stockholder value as evidenced by average Adjusted ROIC, cumulative Adjusted Earnings per Share, and an ESG modifier that is based on results in two ESG areas

Long-Term  

Restricted Stock 

Units (RSUs) 

40% 

Align NEOs’ interests with stockholders’ interests, retain executive talent, and promote stock ownership

RSUs are granted pursuant to the Company’s long-term equity plan and vest one-third each year beginning on the first anniversary of the grant date

SALARY

The Compensation and Succession Committee sets base salaries based on an executive’s position, skills, performance, experience, tenure, and responsibilities. The Compensation and Succession Committee annually assesses the competitiveness of base salary levels relative to salaries within the marketplace for similar executive positions, typically using a range around the market median as a starting point. When assessing any salary adjustments for executives, the Compensation and Succession Committee also considers factors such as changes in responsibilities and corresponding changes in competitive marketplace levels. In 2023, Mr. Luciano received a base salary increase of 4%, Mr. Luthar received a base salary increase of 3.3%, and Mr. Cuddy received a base salary increase of 2%, in each case to strengthen market competitiveness. None of the other NEOs received a base salary increase in 2023.

ANNUAL CASH INCENTIVE

We pay an annual cash incentive only if ADM meets specified performance goals. The annual cash incentive program emphasizes company- wide performance objectives to encourage executives to focus on overall Company success and leadership to generate the most value across the organization. Our performance metrics are directly tied to driving stockholder value creation: we require meaningful results for annual metrics before any awards may be earned.

The 2023 annual cash incentive program was based on two key measures of financial performance—adjusted EBITDA and adjusted ROIC— with final awards also reflecting the Compensation and Succession Committee’s approval of performance results related to the three strategic Company goals set forth in the table above, as well as individual performance. Cash incentive awards for 2023 were paid in the first quarter of 2024.

ADM Proxy Statement 2024 | 41


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Compensation Decisions

LOGO

LTI AWARDS

Our 2023 long-term equity awards are based on Company and market factors, including achievement of financial milestones and a two-goal ESG modifier. The LTI awards granted in 2023 are part performance-based and part time-based, with a mix of 60% PSUs and 40% RSUs, to ensure that NEOs’ interests are aligned with the interests of our stockholders.

2023 Executive Compensation Decisions

INDIVIDUAL COMPENSATION DECISIONS

The following tables summarize compensation decisions made by the Compensation and Succession Committee with respect to each of the NEOs for 2023. Details regarding the specific compensation elements and related payouts follow the individual summaries.

The award values shown below for LTI grants represent the dollar amount of such awards, at target, as approved by the Compensation and Succession Committee. These amounts differ from the grant date fair values of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table due to the valuation methodology the Compensation and Succession Committee uses in making its decisions differing from the valuation methodology required by the SEC for those compensation tables.

MR. LUCIANO

Board Chair, CEO, and President

LOGO

Base salary

Target annual cash incentive

Actual annual cash incentive

Long-term incentives

Increased from $1,435,008 to $1,492,500

200% of base salary, or $2,985,000

$3,609,611, or approximately 242% of base salary

$17,700,000, granted in the form of 60% PSUs and 40% RSUs

Significant accomplishments:

Delivered second highest financial results, including adjusted earnings per share of $6.98; adjusted segment operating profit of $6.2 billion; and 12.2% adjusted ROIC.2

Maintained strong balance sheet while returning $3.7 billion in cash to stockholders and increased dividend payout by 11%.

Advanced strategic initiatives that are serving our customers’ evolving needs, from launching regenerative agriculture in South America and Europe, to commissioning our joint venture oilseed facility in North Dakota, to expanding our starch capacity to serve customer needs across food and industrial products.

Achieved important milestones in corporate responsibility and sustainability, including advancing our decarbonization strategy with projects such as the Tallgrass CCS pipeline and Broadwing Energy, which will help bolster ADM’s ability to serve growing demand for low-carbon solutions.

 

 

2

Adjusted earnings per share (earnings per share, adjusted to exclude the impact of certain items), Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) and Adjusted segment operating profit (segment operating profit excluding certain items) are financial measures that have not been calculated in accordance with GAAP. Annex A to this Proxy Statement offers more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.

42 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Compensation Decisions

LOGO

MR. LUTHAR

Senior Vice President and Chief Financial Officer (on administrative leave)

LOGO

Base salary

Target annual cash incentive

Actual annual cash incentive

Long-term incentives

Increased from $750,000 to $775,008

100% of base salary, or $775,000

As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination on Mr. Luthar’s annual cash incentive since he remained on administrative leave

$3,450,000, granted in the form of 60% PSUs and 40% RSUs

MS. JONES

Senior Vice President, General Counsel and Secretary

LOGO

Base salary

Target annual cash incentive

Actual annual cash incentive

Replacement cash incentive

Long-term incentives

Hired at $725,004

100% of prorated base salary, which was $241,668 for portion of 2023 she was employed

$292,237, or approximately 121% of prorated base salary

One-time sign-on replacement cash incentive payment of $630,000, paid in March 2024

$2,300,000, granted in the form of 60% PSUs and 40% RSUs; one-time sign-on replacement award of $3,320,000 granted in the form of RSUs

Significant accomplishments:

Appointed Chief Integrity Officer with responsibility for driving integrity across ADM’s products, technology and value chain.

Refreshed and enhanced Code of Conduct to further embed compliance principles and enable a culture of integrity.

Strengthened Regional and Business Unit Legal alignment to mitigate risk and fortify enterprise resilience.

Actively engaged in outreach conversations with investors and other stakeholders on Governance and Sustainability best practices.

ADM Proxy Statement 2024 | 43


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Compensation Decisions

LOGO

MR. MORRIS

Senior Vice President and President, Agricultural Services and Oilseeds

LOGO

Base salary

Target annual cash incentive

Actual annual cash incentive

Long-term incentives

Unchanged at $714,000

100% of base salary, or $714,000

$863,405, or approximately 121% of base salary

$3,200,000, granted in the form of 60% PSUs and 40% RSUs

Significant accomplishments:

Led Agricultural Services and Oilseeds to the second best year in terms of operating profit and ROIC.

Delivered exceptional risk management in a year of significant market volatility.

Completed the construction and commissioning of the crushing complex in Spiritwood, North Dakota, which is operated as Green Bison Soy Processors, a JV between ADM and Marathon Petroleum.

Scaled-up ADM’s Regenerative Agriculture program globally with a significant year-over-year increase in total acres enrolled.

MR. CUDDY

Senior Vice President and President, Carbohydrate Solutions

LOGO

Base salary

Target annual cash incentive

Actual annual cash incentive

Long-term incentives

Increased from $650,004 to $663,000

100% of base salary, or $663,000

$801,733, or approximately 121% of base salary

$3,100,000, granted in the form of 60% PSUs and 40% RSUs

Significant accomplishments:

Achieved third best performance year with record earnings in North America Starch and Corn Syrups, and Global Wheat Milling.

Grew our BioSolutions platform by $268M in year-over-year revenue growth and 20% in year-over-year contribution margin growth.

Announced strategic partnership with Solugen to meet increasing demand for sustainable products with a new production facility adjacent to ADM’s Marshall, Minnesota corn complex.

Advanced key decarbonization initiatives by finalizing agreements with Tallgrass to enable carbon dioxide transportation by pipeline in Columbus, Nebraska and with Broadwing to provide a new heat and energy source in Decatur, Illinois.

44 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Compensation Decisions

LOGO

MR. MACCIOCCHI

Former Senior Vice President, President, Nutrition, and Chief Sales and Marketing Officer (Retired as of December 31, 2023)

LOGO

Base salary

Target annual cash incentive

Actual annual cash incentive

Long-term incentives

Unchanged at $714,000

100% of base salary, or $714,000

$684,905, or approximately 96% of base salary

$3,200,000, granted in the form of 60% PSUs and 40% RSUs

2023 ANNUAL CASH INCENTIVE

The annual cash incentive program aligns rewards with business results measured against specific strategic goals. At the start of each fiscal year, the Compensation and Succession Committee approves target annual cash incentive levels, expressed as a percentage of salary, for each NEO. Actual awards paid are based on both Company performance (75% weight) and individual performance (25% weight). Payouts can range from 0% to a maximum of 200% depending on both Company and individual performance.

Company Performance Components

Company performance payout is determined by ADM’s adjusted EBITDA, our results on a set of strategic goals, and our adjusted return on invested capital (ROIC).3

Adjusted EBITDA

Adjusted EBITDA has an aggregate weighting of 50% under our 2023 annual cash incentive program. The Company sets the EBITDA target based upon the Company plan for the year, which also considers the external environment.

The adjusted EBITDA goals and associated payout opportunity levels are shown below. Payout opportunity levels are interpolated for results that fall between specific goal amounts.

Adjusted EBITDA Achieved

Payout Opportunity

$7.1B & Above

200%

$6.8B

150%

$6.6B

125%

$5.85B (Plan Adjusted EBITDA)

100%

$5.333B

 75%

$4.917B

 50%

$4.5B

 25%

$4.49B & Below

  0%

3

Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with GAAP, and are referred to as non-GAAP financial measures. Annex A to this Proxy Statement provides more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.

ADM Proxy Statement 2024 | 45


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Compensation Decisions

LOGO

Strategic Goals

Our strategic goals have an aggregate weighting of 25% under our 2023 annual cash incentive program as follows:

Productivity. This metric relates to optimization of throughput at our North America facilities, measured as the reduction in unscheduled downtime, while reducing serious injuries and fatalities (SIFs), with a threshold of 5% reduction, a target of 20% reduction, and a maximum of 30% reduction. (7.5% weight)

1ADM. This metric relates to the achievement of critical go-lives and related milestones for SuccessFactors and SAP related initiatives, with a threshold of achieving either the SuccessFactors 4.3B or SAP 5.2 Flavors EMEA go-live on time, a target of achieving both go-lives on time, and a maximum of achieving both go-lives and exiting hyper care on time. (7.5% weight)

Innovation. This metric has two separate sub-goals, each weighted at 5%: (1) deliver total global regenerative agriculture acres, with a threshold of 1.5 million acres, a target of 1.75 million acres, and a maximum of 2.0 million acres, and (2) deliver on decarbonization goal for our Decatur complex by signing imperative agreements to advance strategy, with a threshold of signing agreement with Broadwing for a new heat and energy source in Decatur, IL, a target of signing agreements with both Broadwing and Tallgrass, and a maximum of signing agreements with Broadwing and Tallgrass and submitting EPA well permit applications. (10% weight)

In each case, threshold performance would result in a 50% payout, target performance would result in a 100% payout, and maximum performance would result in a 200% payout for that metric.

Adjusted ROIC Modifier

ROIC measures how effectively we generate returns on invested capital.

As the last step in the Company performance payout component of our 2023 annual cash incentive program, actual adjusted ROIC for 2023 is compared against the 10.0% adjusted ROIC target that was set for 2023. The result of that comparison leads to a modifier of +/- 10%. The modifier boosts the payout potential in years that our adjusted ROIC exceeds our target, and reduces the payout potential if adjusted ROIC falls below target expectations.

The adjusted ROIC modifier is determined as follows:

Adjusted ROIC Achieved

MultiplierEffect of modifier on
payout

12.0% or greater

1.110% increase

10.0% (Target)

1.0No change

8.0% or less

0.910% decrease

For Adjusted ROIC results between specific goals, the multiplier will be determined by linear interpolation.

2023 Company Performance Payout Component Calculation

For 2023, ADM attained the results shown below, leading to an overall Company performance portion payout of 95.9% of target. Our 2023 adjusted EBITDA of $6.207 billion represented 111.9% of our goal. Applying the weighting of adjusted EBITDA of 50% of the total annual cash incentive payout, this factor achieved a payout of 55.9%.

LOGO

46 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Individual Performance Components

LOGO

In addition, 31.25% was added to the Company performance portion of the payout as a result of the achievement of the strategic goals at the following levels:

LOGO

Further, adjusted ROIC for 2023 was 12.2%, resulting in a multiplier of 1.1.

LOGO

Individual Performance Components

Individual performance determines 25% of the annual cash bonus.

Our leaders are responsible for driving performance company-wide; their respective individual performance ratings are a result of their performance against goals for the year, including goals for the business units they run. The target individual performance percentage is 25% of the overall cash incentive program. For each NEO, the Compensation and Succession Committee has discretion to adjust payout from 0% to 200% of the 25% target percentage based on the Committee’s assessment of the NEO’s performance and contribution to the Company’s success. As a result, individual payouts can range from a total payout of 0% to 50% (in 5 percentage point increments).

With the exception of Mr. Luthar and Mr. Macciocchi, the Compensation and Succession Committee approved the 2023 individual performance percentages for the other NEOs at 25%, which reflects an overall reduction of 10% (relative to the level that would have been determined based on business results in 2023 and the individual achievements summarized above under “2023 Executive Compensation Decisions—Individual Compensation Decisions,” which was 35%) due to, among other factors, the material weakness identified and 2023 safety performance. Mr. Macciocchi received no payout for his individual performance component due to the underperformance of the Nutrition business unit in 2023.

As a result, the Compensation and Succession Committee determined to award the following individual performance percentages to the NEOs:

Individual Performance Percentages

J. R. Luciano

25%

V. Luthar

*

R. B. Jones

25%

G. A. Morris

25%

C. M. Cuddy

25%

V. F. Macciocchi

0%

* As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination regarding any payment to Mr. Luthar related to his 2023 annual cash incentive award since he remained on administrative leave.

ADM Proxy Statement 2024 | 47


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Individual Performance Components

LOGO

Calculation of Award Amounts

The formula used to calculate an annual cash incentive payout for the NEOs can be expressed as follows:

LOGO

The Resulting Annual Cash Incentive for Each NEO

Based on the determination of the Company and individual performance factors as described above, the NEOs received the payouts set forth below.

Executive

Target Cash
Incentive
Opportunity
(% of Salary)
Target Cash
Incentive
Opportunity
Cash Bonus
Payout as a
Percentage
of target

Actual FY2023

Cash Award

J. R. Luciano

 200%$2,985,000 120.9%$3,609,611

V. Luthar

 100%$775,000 * *

R. B. Jones

 100%$241,668 120.9%$292,237**

G. A. Morris

 100%$714,000 120.9%$863,405

C. M. Cuddy

 100%$663,000 120.9%$801,733

V. F. Macciocchi

 100%$714,000 95.9%$684,905

*

As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination regarding any payment to Mr. Luthar related to his 2023 annual cash incentive award since he remained on administrative leave.

**

Ms. Jones received a prorated cash incentive award based on her start date of September 5, 2023. Her cash bonus payout percentage was applied to her prorated base salary for 2023.

One-Time Bonus Approval

In addition, as described above, in connection with Ms. Jones’ appointment, the Compensation and Succession Committee approved a one-time sign-on bonus of $630,000, payable in March 2024, intended to replace the prorated annual cash incentive that Ms. Jones forfeited from her prior employer to join the Company.

48 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Equity-Based Long-Term Incentives

LOGO

EQUITY-BASED LONG-TERM INCENTIVES

ADM’s LTI program aligns the interests of executives with those of our stockholders by rewarding the creation of long-term stockholder value, supporting stock ownership, and motivating retention of our senior executives. Our performance-based LTI awards are based on the results of forward-looking metrics measured over a three-year performance period.

In 2023, we granted our annual LTI awards in February (or for Ms. Jones, in September) in the form of 60% performance share units (PSUs) with a three-year performance period, which PSUs will vest at the end of the three-year period only if certain performance goals are achieved, and 40% restricted stock units (RSUs) with a one-third ratable vesting schedule on each of the first three anniversaries of the date of grant. We believe this forward-looking LTI program aligns our equity compensation with market practice and strengthens our executives’ focus on growth and future value creation for stockholders.

The 2023 grants, including the sign-on equity award to Ms. Jones, in the target amounts approved by the Compensation and Succession Committee are shown below.

The listed values represent the dollar amount of such awards, at target, as approved by the Compensation and Succession Committee. These amounts differ from the grant date fair values of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table due to the valuation methodology the Compensation and Succession Committee uses in making its decisions differing from the valuation methodology required by the SEC for the compensation tables.

Executive

Target

Equity Award

J. R. Luciano

$ 17,700,000

V. Luthar

$3,450,000

R. B. Jones

$5,620,000(1) 
  

G. A. Morris

$3,200,000

C. M. Cuddy

$3,100,000

V. F. Macciocchi

$3,200,000

(1)

The target equity award value for Ms. Jones consists of (a) an equity award with an approximate grant date value of $2,300,000, granted in the form of 60% PSUs with the same terms as the Company’s annual 2023 PSU awards for the other executive officers, and 40% RSUs, vesting one-third each year over a three-year period following the September 5, 2023 grant date; and (b) a one-time sign-on equity award with an approximate grant date value of $3,320,000 granted in the form of RSUs, vesting 50% each year on the first and second anniversaries of the September 5, 2023 grant date, intended to replace the value of unvested equity awards that Ms. Jones forfeited from her prior employer to join the Company.

The terms of these equity awards are described below.

PSU Vesting

Except in cases that trigger accelerated vesting (described below), the 2023 PSUs will vest in three years upon the Compensation and Succession Committee’s determination of the Company’s achievements, if any, against certain performance goals over a three-year performance period (2023–2025). Payouts can range from 0% to 200%, and the value of those payouts will depend upon the price of ADM’s common stock at the end of the performance period. During the performance period, dividend equivalents will be accrued and settled in cash at the end of the three-year performance period on the basis of number of PSUs actually earned. Vested PSUs will be settled in shares of ADM common stock.

PSU Performance Metrics

The performance metrics for the 2023 PSU awards are:

Average adjusted ROIC over the three-year performance period4 (50% weight),

Cumulative adjusted earnings per share (“adjusted EPS”) performance over the three-year performance period5 (50% weight), and

4

Average adjusted ROIC for the performance period means the average of the annual percentage obtained by dividing the Adjusted ROIC earnings for each fiscal year during the performance period by Adjusted Invested Capital for the same fiscal year. For this purpose, Adjusted Invested Capital is the average of quarter-end amounts for the trailing four quarters, with each such quarter-end amount being equal to the sum of ADM’s stockholders’ equity (excluding non-controlling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified adjustments as determined by the Compensation and Succession Committee to be appropriate.

5

Cumulative adjusted EPS for the performance period means the diluted earnings per share of the Company over the three-year performance period, as adjusted for losses/gains on sales of assets and businesses, impairment, restructuring and settlement charges, expenses related to acquisitions, gains/losses on debt extinguishment, losses/ gains on debt conversion option, tax adjustments, and such other adjustments determined by the Compensation and Succession Committee, in its sole discretion, to be appropriate in order to reflect the impact of significant unusual or nonrecurring events, including but not limited to material portfolio adjustments.

ADM Proxy Statement 2024 | 49


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Equity-Based Long-Term Incentives

LOGO

A two-goal ESG modifier that reflects (1) progress toward gender diversity in leadership, and (2) absolute reduction in greenhouse gas emissions over the three-year performance period (+/-15%).

ROIC appears as a metric in both our short- and long-term incentive compensation plans, but it serves different purposes and has different weights in the two plans. One-year adjusted ROIC in our annual cash incentive plan demonstrates our short-term performance, while three- year average adjusted ROIC in the PSU award better reflects long-term, sustainable results with an emphasis on growth and driving consistent returns of our capital investments over time.

The Committee selected adjusted EPS as a performance metric for the 2023 PSU awards because adjusted EPS is one of the primary bases on which we set performance expectations for the year, it is consistent with how we report our operating results to the investment community, it is a widely-used measure of overall Company performance, and the Committee believes it is highly correlated to stockholder return.

The goals and associated payouts for these metrics are shown below. If results for average adjusted ROIC and adjusted EPS fall between specific goals, the associated payout will be determined by linear interpolation.

Performance

metric

  Weighting   No payout  50% payout  100% payout  150% payout  200% payout

Average Adjusted ROIC

   50%   Below 7.0%  8.5%  10.0%  11.0%  12.0% or above

Cumulative Adjusted EPS

   50%   Below $12.00  $15.00  $18.00  $20.00  $22.00

ESG Modifier

   +/-15%   +/- 7.5% modifier based on percent of women in leadership roles (“gender diversity percentage”) at 12/31/25 (with linear interpolation applied)

-7.5% if gender diversity percentage is 23% or less

0% if gender diversity percentage is 26%

+7.5% if gender diversity percentage is 29% or more

 

+/- 7.5% modifier based on level of achievement as it relates to a goal of 2.0% absolute reduction in greenhouse gas emissions during 2025 against 2019

Adjustment factor will be made based on Committee discretion

In establishing and measuring achievements against the goals shown above, the Compensation and Succession Committee retains discretion to make changes to reflect “material portfolio adjustments,” which are events that are unusual and infrequent, like significant acquisitions and divestitures.

RSU Vesting

Except in cases that trigger accelerated vesting (described below), RSUs vest one-third each year over a three-year period beginning on the first anniversary of the grant date so long as the recipient is still employed by the Company on each such vesting date. During the vesting period, participants are paid dividend equivalents on their unvested RSUs. Vested RSUs will be settled in shares of ADM common stock. RSUs and PSUs will continue to vest as scheduled if an executive leaves the Company because of disability or retirement (at age 55 or older with 10 or more years of service, or 65 years of age).

Conditions Leading to Accelerated Vesting

Upon the death of an executive, the executive’s RSUs will vest immediately and the executive’s PSUs will vest immediately at the target level. A detailed description of double-trigger change in control provisions that may lead to accelerated vesting appears under the header “Employment Agreements, Severance, and Change in Control Benefits.”

50 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Equity-Based Long-Term Incentives

LOGO

Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

In 2021, ADM granted PSUs to our then-NEOs with a three-year performance period (2021-2023). The performance metrics for the 2021 PSU awards were:

Average adjusted ROIC6 over the three-year performance period,

Compound annual growth rate (“CAGR”) of Nutrition operating profit (“OP”) growth7 over the three-year performance period, and

Relative TSR as compared to a defined peer group over the three-year performance period.

The defined peer group includes: Symrise AG, International Flavors & Fragrances, Inc., Olam International Limited, Bunge Limited, Ingredion Incorporated, The Andersons, Inc., and Green Plains, Inc.

The weighting, goals, and associated payout factors for these metrics are shown below. For average adjusted ROIC and CAGR of Nutrition OP growth, if results fall between specific goals, the associated payout would be determined by linear interpolation.

Performance metric

 Weighting  No payout 50% payout 100% payout 150% payout 175% payout 200% payout

Average Adjusted ROIC

  50%  Below 5.75% 6.5% 7.0% 7.5% 8.0% 9.0% or
above

CAGR Nutrition OP Growth

  50%  Below 6%
Growth
 8% Growth 12% Growth 15% Growth n/a 20% Growth

Relative TSR Modifier

  +/-10%  Based on ranking that compares ADM’s 3-year TSR against defined peer group

 

1st Rank – 1.1 Modifier

2nd Rank – 1.067 Modifier

3rd Rank – 1.033 Modifier

4th & 5th Rank – 1.0 Modifier

6th Rank – 0.967 Modifier

7th Rank – 0.933 Modifier

8th Rank – 0.9 Modifier

On March 18, 2024, the Compensation and Succession Committee determined the degree to which the performance metrics under the 2021 PSUs were attained, and the resulting payout level relative to the target amount for each metric. For the performance period of 2021-2023:

Average adjusted ROIC was 12.0%, and therefore the resulting payout factor was 200%,

CAGR of Nutrition operating profit growth was negative 8.5%, and therefore the resulting payout factor was 0%, and

Relative TSR modifier was at a 3rd rank, yielding a 1.033 multiple.

After thorough discussion and deliberation by the Compensation and Succession Committee, it approved an earned number of PSUs for each participant (other than Mr. Luthar) at 100% of target, which was based on the weighted performance results of the average adjusted ROIC metric and the CAGR of Nutrition operating profit growth metric. The Compensation and Succession Committee chose to exercise negative discretion and exclude the impact of the relative TSR modifier (noted above as 1.033) on the actual number of PSUs earned.

6

Average adjusted ROIC for the performance period means the average of the annual percentage obtained by dividing the Adjusted ROIC earnings for each fiscal year during the performance period by Adjusted Invested Capital for the same fiscal year. For this purpose, Adjusted Invested Capital is the average of quarter-end amounts for the trailing four quarters, with each such quarter-end amount being equal to the sum of ADM’s stockholders’ equity (excluding non-controlling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified adjustments as determined by the Compensation and Succession Committee to be appropriate. See Annex A to this Proxy Statement for the calculation and a reconciliation to the most directly comparable GAAP financial measure.

7

CAGR of Nutrition OP growth for the performance period means the difference between (x) the Company’s annual Nutrition adjusted segment operating profit, as reflected in the Company’s earnings disclosures in its fourth quarter press release for the fiscal year ending December 31, 2023 and (y) the Company’s Nutrition adjusted segment 2020 operating profit. Average Compound Annual Growth Rate means dividing the value of the Company’s Nutrition adjusted segment operating profit at the end of the Performance Period (December 31, 2023) by the Company’s Nutrition adjusted segment 2020 operating profit, raising the result to an exponent of one divided by the number of years in the Performance Period, and subtracting one from the subsequent result. Average Compound Annual Growth Rate shall be approved by the Committee after the end of the Performance Period, at which time the Committee may, in its discretion, provided that one or more Material Portfolio Adjustments may be made to the same.

ADM Proxy Statement 2024 | 51


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Equity-Based Long-Term Incentives

LOGO

Based on these determinations, the Compensation and Succession Committee approved the following number of PSUs earned for each NEO pursuant to the 2021 PSUs:

Executive

Target Number
of 2021 PSUs

Actual

Number of

2021 PSUs

Earned

J. R. Luciano

 146,342 146,342

V. Luthar

 7,318 *

R. B. Jones**

  

G. A. Morris

 29,269 29,269

C. M. Cuddy

 29,269 29,269

V. F. Macciocchi

 29,269 29,269

*

As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination related to the 2021 PSUs for Mr. Luthar since he remained on administrative leave.

**

Ms. Jones was hired in 2023 and, therefore, did not receive a 2021 PSU award.

All of the earned PSUs shown in the table above vested on March 18, 2024.

FEATURES OF 2024 COMPENSATION PROGRAMS

The Compensation and Succession Committee made changes to the short-term and long-term incentive compensation plans for performance periods beginning in 2024. These changes were designed to better align with the strategic direction of the Company, to simplify certain design features and to strengthen market competitiveness.

Features of the 2024 Annual Cash Incentive Bonus

Removed strategic goals from the plan and increased the weight for the adjusted EBITDA metric from 50% to 75%.

Retained the +/- 10% ROIC modifier for continued focus on returns.

Features of the 2024 PSU Awards

Retained the weightings of the average ROIC metric at 50% and the cumulative adjusted EPS metric at 50%.

Updated the +/- 15% ESG modifier with a two-goal +/- 10% Strive 35 metric: (1) completion of projects related to water use and reclamation, and (2) absolute reduction in greenhouse gas emissions over the three-year performance period.

52 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Peer Group

LOGO

Peer Group

The Compensation and Succession Committee utilizes the S&P 100 Index as a peer group to evaluate whether executive officer pay levels are aligned with performance on a relative basis. We believe the large peer group is relevant for ADM because we compete for talent and investments across a wide range of industries. Moreover, our diverse business encompasses aspects of several industries; we do not have a direct competitor—in terms of size, focus or business mix—in the public markets. As a result, the Compensation and Succession Committee believes it is appropriate to consider a broad spectrum of compensation levels and investment returns to arrive at our NEO compensation.

Abbott Laboratories

AbbVie Inc.

Accenture plc

Alphabet Inc.

Amazon.com, Inc.

American Airlines Group Inc.

American Express Company

American International Group, Inc.

Apple Inc.

Archer-Daniels-Midland Company

AT&T Inc.

Bank of America Corporation

Berkshire Hathaway Inc.

Best Buy Co., Inc.

Bristol-Myers Squibb Company

Broadcom Inc.

Bunge Global SA

Cardinal Health, Inc.

Caterpillar Inc.

Cencora, Inc.

Centene Corporation

Charter Communications, Inc.

Chevron Corporation

Chubb Limited

Cisco Systems, Inc.

Citigroup Inc.

Comcast Corporation

ConocoPhillips

Costco Wholesale Corporation

CVS Health Corporation

D.R. Horton, Inc.

Deere & Company

Delta Air Lines, Inc.

Dollar General Corporation

Dow Inc.

Elevance Health, Inc.

Exxon Mobil Corporation

FedEx Corporation

Ford Motor Company

General Dynamics Corporation

General Electric Company

General Motors Company

HCA Healthcare, Inc.

Honeywell International Inc.

HP Inc.

Humana Inc.

Intel Corporation

International Business Machines Corporation

Johnson & Johnson

JPMorgan Chase & Co.

Lockheed Martin Corporation

Lowe’s Companies, Inc.

LyondellBasell Industries N.V.

Marathon Petroleum Corporation

McKesson Corporation

Merck & Co., Inc.

Meta Platforms, Inc.

MetLife, Inc.

Microsoft Corporation

Mondelez International, Inc.

Morgan Stanley

NIKE, Inc.

Northrop Grumman Corporation

NVIDIA Corporation

Oracle Corporation

PepsiCo, Inc.

Pfizer Inc.

Phillips 66

Prudential Financial, Inc.

QUALCOMM Incorporated

RTX Corporation

Starbucks Corporation

Sysco Corporation

Target Corporation

Tesla, Inc.

The Allstate Corporation

The Boeing Company

The Cigna Group

The Coca-Cola Company

The Goldman Sachs Group, Inc.

The Home Depot, Inc.

The Kroger Co.

The Procter & Gamble Company

The Progressive Corporation

The TJX Companies, Inc.

The Travelers Companies, Inc.

The Walt Disney Company

Thermo Fisher Scientific Inc.

T-Mobile US, Inc.

Tyson Foods, Inc.

Uber Technologies, Inc.

United Airlines Holdings, Inc.

United Parcel Service, Inc.

UnitedHealth Group Incorporated

Valero Energy Corporation

Verizon Communications Inc.

Walgreens Boots Alliance, Inc.

Walmart Inc.

Warner Bros. Discovery, Inc.

Wells Fargo & Company

ADM Proxy Statement 2024 | 53


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Benefits

LOGO

Benefits

In addition to the direct elements of pay described above, ADM offers benefits to our NEOs to provide for basic health, welfare, and income security needs and to ensure that our compensation packages are competitive. With few exceptions, such as supplemental benefits provided to employees whose benefits under broad-based plans are limited under applicable tax laws, our policy is to offer the same benefits to all U.S. salaried employees as are offered to the NEOs.

Retirement Program

EligibilityDescription

401(k) and ESOP

All salaried employees

Qualified defined contribution plan where employees may defer up to 75% of eligible pay, or up to $22,500 for 2023. The Company provides a 1% non-elective employer contribution and a match of 4% on the first 6% contributed by an employee. The employee contribution can be made pre-tax (401(k)) or after-tax (Roth 401(k)). Employees also may defer traditional after-tax contributions into the plan for a total $66,000 savings opportunity including all contribution types (pre-tax, Roth, and after tax) plus any ADM matching and 1% non-elective contributions. Employees who are 50 years of age or older can elect to make additional contributions of up to $7,500 for 2023.

ADM

Retirement Plan

All salaried employees

All eligible employees participate in a qualified cash balance pension formula where the benefit is based on an accrual of benefit at a stated percentage of the participant’s base compensation each year. Prior to January 1, 2022, employees who had 5 or more years of service as of January 1, 2009 accrued benefits under a traditional defined benefit formula (and not the cash balance pension formula) where the benefit was based on number of years of service and final average earnings. (Final average earnings is the average of monthly compensation over a 60 consecutive month period within the employee’s last 180-month period of employment prior to January 1, 2022, that produced the highest average.)

Deferred

Compensation Plan

Employees with salaries

above $175,000

Eligible participants may defer up to 75% of their annual base salary and up to 100% of their annual cash incentive until designated future dates. Earning credits are added to the deferred compensation account balances based upon hypothetical investment elections available under these plans and chosen by the participant. These hypothetical investment options correspond with the investment options (other than Company common stock) available under the 401(k) and ESOP.

Supplemental

Retirement Plan

Employees whose retirement benefit is limited by applicable IRS limits

Non-qualified deferred compensation plan that ensures participants in the Retirement Plan receive the same retirement benefit they would have received if not for certain limitations under applicable tax law.

Healthcare and Other Benefits. NEOs receive the same healthcare benefits as other employees, except that we provide executive physicals and related services to our senior executives who serve on the Executive Council. We provide a benefits package for employees (including NEOs) and their eligible 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.

Perquisites. Consistent with our pay-for-performance philosophy, we limit executive perquisites. Any NEO who receives a perquisite is individually responsible for any associated taxes.

The Compensation and Succession Committee allows our Board Chair and CEO to have access to company-chartered aircraft for personal use for security and efficiency reasons. In addition, in 2023, after review of market practice, the Compensation and Succession Committee approved financial planning services through Fidelity to be provided to each NEO.

See the notes to the Summary Compensation Table for a description of other perquisites provided to the NEOs.

54 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Compensation Policies and Governance

LOGO

Compensation Policies and Governance

EXECUTIVE STOCK OWNERSHIP

The Board of Directors believes it is important for each member of senior management to maintain a significant ownership position in shares of ADM’s common stock to further align their interests with the interests of our stockholders. Accordingly, we require each member of senior management to own shares of common stock with a value at least equal to a specified multiple of his or her annual base salary. Shares that count toward the ownership levels include shares owned outright, shares owned by immediate family members or a related trust if previously owned by the executive, shares held through the 401(k) plan, and unvested time-based RSUs. Stock options, whether exercisable or not, and unvested PSUs do not count toward determining whether the ownership level is met. Executives may not sell any Company securities until the applicable guideline is met. As shown below, each of our NEOs who is a current employee exceeds the applicable ownership guideline by a significant margin.

Executive

Ownership Guideline
as a Multiple of Salary
Actual Ownership
as of April 4, 2024

J. R. Luciano

10.0x74.4x

V. Luthar

4.0x11.0x

R. B. Jones

4.0x6.1x

G. A. Morris

4.0x25.9x

C. M. Cuddy

4.0x28.5x

TIMING OF GRANTS

The Compensation and Succession Committee approves all annual equity awards to NEOs at a meeting during the first quarter of each fiscal year, and awards are issued promptly thereafter. There is no attempt to time these grants in relation to the release of material, non-public information. In addition to annual awards, NEOs may receive awards when they join the Company or change their job status, including promotions.

CLAWBACK POLICY AND PROVISIONS

In 2023, our Board of Directors adopted a new Compensation Recovery Policy (the “Clawback Policy”) in accordance with the listing standards of the New York Stock Exchange. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our covered current and former executive officers, including our NEOs, during the applicable lookback period beginning October 2, 2023.

The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Compensation and Succession Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by New York Stock Exchange listing standards.

We also include forfeiture and clawback provisions in the Company’s long-term incentive award agreements that provide us with the ability to recover this compensation for a broad range of reasons. Specifically, the agreements provide for the recoupment or forfeiture of equity incentive awards made to NEOs and certain other members of senior management if the individual is terminated for cause (which includes engaging in a broad range of prohibited conduct), and, beginning with awards granted in 2024, if the individual engages in any such prohibited conduct, even if his or her employment is not terminated. In addition, our equity award agreements incorporate non-competition, non-solicitation and confidentiality restrictions. Any violation of these provisions could be cause for the awards to be forfeited or the Company to initiate a clawback proceeding post-vesting. Our approach to recoupment of long-term incentive compensation reflects the Company’s commitment to protecting stockholder value.

ADM Proxy Statement 2024 | 55


LOGOCOMPENSATION DISCUSSION AND ANALYSIS Employment Agreements, Severance, and Change in Control Benefits

LOGO

PROHIBITION ON INSIDER TRADING AND HEDGING

Pursuant to ADM’s Insider Trading Policy, employees and directors may not engage in short selling, speculative trading, or hedging transactions involving the Company’s stock (including writing or trading in options, warrants, puts and calls, prepaid variable forward contracts, or equity swaps or collars), or enter into other transactions that are designed to hedge or offset decreases in the price of the Company’s securities. In addition, directors and those officers and employees who have been notified by the Company’s Legal Department that they are subject to the requirements of Section 16 of the Exchange Act are prohibited from pledging Company securities as collateral, and any other employee wishing to enter into such an arrangement must first consult with, and comply with the directions of, the Legal Department.

Our Insider Trading Policy also provides that all transactions in ADM securities by directors, NEOs, and certain other officers and employees must be pre-cleared by the Company’s Legal Department.

SECTION 162(M) OF THE INTERNAL REVENUE CODE EFFECTS ON THE COMPANY

Section 162(m) of the Internal Revenue Code precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees” as defined under Section 162(m).

Although a previous exception to this limit for “performance-based” compensation has since been eliminated, the Compensation and Succession Committee continues to believe that a significant portion of our executives’ compensation should be tied to the Company’s performance and that stockholder interests are best served if its discretion and flexibility in structuring and awarding compensation is not restricted. The Compensation and Succession Committee also 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. Therefore, the changes to Section 162(m) have not significantly impacted the design of our executive compensation program.

EVALUATION OF RISK IN OUR COMPENSATION PROGRAMS

On an ongoing basis, the Compensation and Succession Committee, with input from management, assesses potential risks associated with compensation decisions and discusses them with our Board of Directors if warranted. To date, we have not identified any incentive compensation features that encourage inappropriate risk-taking. To ensure we are considering all possibilities objectively, we engage an outside consultant every other year to review the Company’s programs and independently assess the risk in them.

In 2023, the Company engaged Meridian to assist the Compensation and Succession Committee in evaluating the risk in our compensation programs. As part of its independent assessment, Meridian reviewed all of the Company’s incentive compensation programs and determined that none encourage inappropriate risk-taking or the manipulation of earnings. The detailed findings of this review were discussed with management and presented to the Compensation and Succession Committee in November 2023.

Employment Agreements, Severance, and Change in Control Benefits

NO EMPLOYMENT CONTRACTS

None of our NEOs has an employment contract or separation agreement. Consistent with our approach of rewarding performance, employment is not guaranteed, and either ADM or any NEO may terminate the employment relationship at any time.

ADM maintains a severance program that serves as a guideline for severance benefits that may be provided to various levels of employees, including the NEOs, upon termination of their employment without cause, but the program does not give anyone a contractual right to receive any severance benefits. The Compensation and Succession Committee generally requires a terminated employee to enter into a non-competition and/or non-solicitation agreement in exchange for receiving severance.

56 | ADM Proxy Statement 2024


LOGOCOMPENSATION DISCUSSION AND ANALYSIS — Compensation and Succession Committee Report

LOGO

CHANGE IN CONTROL PROVISIONS

Upon a change in control of the Company, NEOs may receive certain protections related to their LTI awards (as described below), and other compensation detailed in the sections titled “Pension Benefits,” “Nonqualified Deferred Compensation,” and “Termination of Employment and Change in Control Arrangements.” NEOs are not eligible to receive any other cash severance, continued health and welfare benefits, tax gross ups, or other change in control benefits.

Our incentive compensation plans provide non-employee directors and all employees, including executive officers, certain change in control protections for their LTI awards. If a change in control occurs with respect to the Company and equity awards are not assumed or replaced, the RSUs held by executive officers generally will vest immediately, and the number of PSUs that will vest immediately will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. The same accelerated vesting provisions will apply if an award is assumed or replaced, but the executive officer’s employment is terminated for reasons other than for cause or good reason within 24 months of the change in control (referred to as “double-trigger” vesting). We adopted double-trigger accelerated vesting to provide our 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) and makes it easier for our executives to focus on the potential benefits of a change in control for our stockholders without conflicting concerns about their own financial situations.

Compensation and Succession Committee Report

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

K. R. Westbrook, Chair

T. Colbert

J. C. Collins

L. Z. Schlitz

Compensation and Succession Committee Interlocks and Insider Participation

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

ADM Proxy Statement 2024 | 57


Executive Compensation

LOGO

Summary Compensation Table

The following table summarizes the compensation for the fiscal years noted of our named executive officers.

Name and

Principal Position

YearSalary ($)Bonus ($)(1)

Stock
Awards

($)(2)

Non-Equity
Incentive Plan
Compensation
($)(3)
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)(4)

All Other
Compensation

($)(5)

Total ($)

 

J. R. LUCIANO

Board Chair, CEO and
President

 2023 1,482,918 —  17,919,686 3,609,611 117,551 1,284,902 24,414,668
 2022 1,429,174 —  17,727,259 4,712,540 —  880,205 24,749,178
 2021 1,400,004 —  15,939,571 5,320,000 59,843 789,423 23,508,841

 

V. LUTHAR(6)

Senior Vice President
and Chief Financial
Officer
(on administrative leave)

 2023 770,840 —  3,492,888 —  93,909 158,604 4,516,241
 2022 704,798 —  2,411,505 1,231,500 —  90,624 4,438,428

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R. B. JONES(7)

Senior Vice President,
General Counsel and
Secretary

 2023 236,091 630,000 5,620,122 292,237 7,047 248,340 7,033,837

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

G. A. MORRIS

Senior Vice President
and President,
Agricultural Services
and Oilseeds

 2023 714,000 —  3,239,765 863,405 214,426 241,841 5,273,437
 2022 711,668 —  3,223,194 1,172,388 —  204,083 5,311,334
 2021 695,840 —  3,187,979 1,330,000 —  203,404 5,417,223

 

C. M. CUDDY(8)

Senior Vice President
and President,
Carbohydrate Solutions

 2023 660,834 —  3,138,499 801,733 171,259 237,598 5,009,923
 2022 650,004 —  3,223,194 1,067,300 —  177,288 5,117,787

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

V. F. MACCIOCCHI(9)

Former Senior Vice President,
President, Nutrition, and

Chief Sales and Marketing
Officer

 2023 714,000 —  3,239,765 684,905 51,734 218,435 4,908,839
 2022 711,668 —  5,245,225 1,100,988 —  196,351 7,254,232
 2021 695,840 —  3,187,979 1,295,000 24,191 206,514 5,409,524

(1)

The amount reported in this column represents a one-time sign-on bonus for Ms. Jones, intended to replace the prorated 2023 annual cash incentive that she forfeited from her prior employer to join the Company, which amount was paid in early 2024.

(2)

Stock awards in 2023 consisted of RSU awards and PSU awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2023, 2022, and 2021 and of the target level of the PSU awards for fiscal years 2023, 2022 and 2021. We calculated these amounts in accordance with the provisions of

58 | ADM Proxy Statement 2024


LOGOEXECUTIVE COMPENSATION — Summary Compensation Table

LOGO

FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of the 2023 RSUs and the grant date fair value of the 2023 PSUs if target performance and maximum performance is achieved are as follows:

  PSUs

Name

RSUsTargetMaximum

J. R. Luciano

$7,167,907$10,751,779$21,503,558

V. Luthar

$1,397,155$2,095,733$4,191,466

R. B. Jones

$4,240,116$1,380,006$2,760,012

G. A. Morris

$1,295,890$1,943,875$3,887,750

C. M. Cuddy

$1,255,416$1,883,083$3,766,166

V. F. Macciocchi

$1,295,890$1,943,875$3,887,750

(3)

The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid after the close of the applicable fiscal period. As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination regarding any payment to Mr. Luthar related to his 2023 annual cash incentive as he remained on administrative leave.

(4)

The amounts reported in this column for 2023 represent the aggregate change in actuarial present value of each named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2022 to December 31, 2023, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. No NEO received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2023 were an interest rate of 4.96% for the ADM Retirement Plan, an interest rate of 4.84% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021. The assumptions used to value pension liabilities on December 31, 2022 were an interest rate of 5.14% for the ADM Retirement Plan, an interest rate of 5.02% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021.

(5)

The amounts reported in this column for 2023 include costs for use of company-leased aircraft and spousal travel, relocation stipend, value of company-provided life insurance, imputed value of company-provided life insurance, the value of health insurance company-paid premiums, costs for executive healthcare services, dividend equivalents paid on unvested RSUs, accrued dividends for unvested 2023 PSUs (dividends were credited starting with the 2023 PSUs), company contributions under the 401(k) and ESOP, and charitable gifts pursuant to the Company’s matching charitable gift program. In 2023, we began making personal financial planning services available to our executive officers, but because such services are provided by the provider of other services to the Company, and such provider does not charge any additional amounts for the individual financial planning services to our executive officers, there is no incremental cost to the Company for such services. Specific perquisites and other items applicable to each NEO listed are identified below by an “X”. Where a perquisite exceeded $10,000 for an individual, the dollar amount is given.

Name

Personal
Aircraft
Use and
Spousal
Travel ($)
Relocation
Stipend ($)
Imputed
Income
Health
Insurance
Company
Paid
Premiums &
Company-
Provided
Life
Insurance
($)
Executive
Healthcare
Services
Dividend
Equivalents
Paid on
Unvested
RSUs and
Accrued on
Unvested
2023 PSUs
($)
Matching
Charitable
Gifts
401(k)
Company
Contributions
($)

J. R. Luciano

 340,716 —  X 15,714X 902,498   X   16,500

V. Luthar

 —  —  X 21,595X 114,847   X   16,500

R. B. Jones

 —  200,000 X   X   32,062  8,633

G. A. Morris

 —  —  X 21,510X 175,149 25,000 16,500

C. M. Cuddy

 —  —  X 13,801X 167,672 36,116 16,500

V. F. Macciocchi

 —  —  X 21,510X 175,149  16,500

Aggregate incremental cost to our Company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to items such as executive healthcare services, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-leased aircraft, incremental cost is based solely on variable costs under the agreements with the lessor of the aircraft, and does not include fixed or other costs.

(6)

Mr. Luthar was appointed Senior Vice President and Chief Financial Officer on April 7, 2022. As permitted by SEC rules, because 2022 was Mr. Luthar’s first year as an NEO, the compensation paid to him prior to 2022 is not included in this table.

(7)

Ms. Jones joined the Company as Senior Vice President, General Counsel and Secretary on September 5, 2023.

(8)

Mr. Cuddy was not an NEO in 2021.

(9)

Mr. Macciocchi was no longer an executive officer of the Company as of November 13, 2023, but remained employed by the Company in a transition support role until his retirement from the Company on December 31, 2023.

ADM Proxy Statement 2024 | 59


LOGOEXECUTIVE COMPENSATION — Grants of Plan-Based Awards During Fiscal Year 2023

LOGO

Grants of Plan-based Awards During Fiscal Year 2023

The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2023.

  Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards
 Estimated Future Payouts Under
Equity Incentive Plan Awards

All Other
Stock
Awards:
Number of

Shares of
Stock or
Units(#)

Grant Date
Fair
Value of
Stock and

Option
Awards
($)(1)

Name

Grant
Date
Date of
Committee
Action
Threshold
($)
Target
($)
Maximum
($)
 Threshold
(#)
Target
(#)
Maximum
(#)

J. R. LUCIANO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Cash Incentive

Plan Award

 

 

 

 

 

 

 746,250 2,985,000 5,970,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Unit

Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 —  131,762 263,524

 

 

 

 10,751,779

Restricted Stock Unit

Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 87,842 7,167,907

V. LUTHAR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Cash Incentive

Plan Award

 

 

 

 

 

 

 193,750 775,000 1,550,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Unit

Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 —  25,683 51,366

 

 

 

 2,095,733

Restricted Stock Unit

Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 17,122 1,397,155

R. B. JONES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Cash Incentive

Plan Award

 

 

 

 

 

 

 60,417 241,668 483,336

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Unit

Award

 09/05/23 8/09/23

 

 

 

 

 

 

 

 

 

 

 

 

 —  17,495 34,990

 

 

 

 1,380,006

Restricted Stock Unit

Award

 09/05/23 8/09/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 53,754 4,240,116

G. A. MORRIS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Cash Incentive Plan Award

 

 

 

 

 

 

 178,500 714,000 1,428,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Unit Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 —  23,822 47,644

 

 

 

 1,943,875

Restricted Stock Unit Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 15,881 1,295,890

C. M. CUDDY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Cash Incentive Plan Award

 

 

 

 

 

 

 165,750 663,000 1,326,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Unit Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 —  23,077 46,154

 

 

 

 1,883,083

Restricted Stock Unit Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 15,385 1,255,416

V. F. MACCIOCCHI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Cash Incentive Plan Award

 

 

 

 

 

 

 178,500 714,000 1,428,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Share Unit Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 —  23,822 47,644

 

 

 

 1,943,875

Restricted Stock Unit Award

 2/09/23 1/25/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 15,881 1,295,890

(1)

The grant date fair value is generally the amount the Company would expense in its financial statements over the award’s service period under FASB ASC Topic 718. With respect to the PSUs, the value represents the probable outcome of the performance condition using target payout levels. See footnote (2) to the Summary Compensation Table for additional detail.

60 | ADM Proxy Statement 2024


LOGOEXECUTIVE COMPENSATION — Grants of Plan-based Awards During Fiscal Year 2023

LOGO

All of the equity awards in the table above were granted under our 2020 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—2023 Annual Cash Incentives” for more information about our annual cash incentive plan.

The PSU awards shown in the column designated “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table above vest in three years if the Company achieves certain performance goals over a three-year performance period (2023—2025). The 2023 PSU metrics are: (i) the degree to which the Company achieves specified average adjusted ROIC goals over the 2023—2025 performance period (50% weighting), and (ii) the degree to which the Company achieves cumulative adjusted EPS over the 2023—2025 performance period (50% weighting). The number of 2023 PSUs that may be earned following the application of such performance goals against actual performance will be subject to a two-goal ESG modifier of up to +/-15%. During the performance period, dividend equivalents will be accrued and settled in cash at the end of the three-year performance period on the basis of number of PSUs actually earned. Dividend equivalents on PSUs are paid at the same rate as dividends to our stockholders generally.

All of the awards shown in the “All Other Stock Awards” column in the table above are RSUs awards and vest in thirds on each of the first three anniversaries of the date of grant, other than 42,090 of the RSUs for Ms. Jones, which vest 50% on each of the first two anniversaries of the date of grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally.

The 2023 RSU and PSU awards are subject to double-trigger accelerated vesting and payout upon a change in control only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume, or replace the awards. In such instance the 2023 RSU awards will vest in full immediately, and the number of 2023 PSU awards that vest will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full, and the PSU awards will vest at target. If an award recipient’s employment ends as a result of disability, the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends as a result of retirement, the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends for any other reason, unvested RSU and PSU awards will be forfeited. With respect to each of the RSU and PSU awards described above, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation or confidentiality restriction, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued.

The impact of a termination of employment or change in control of our Company on RSU, PSU and PRSU awards held by our named executive officers is quantified in the “Termination of Employment and Change in Control Arrangements” section below.

ADM Proxy Statement 2024 | 61


LOGOEXECUTIVE COMPENSATION — Outstanding Equity Awards at Fiscal Year 2023 Year-End

LOGO

Outstanding Equity Awards at Fiscal Year 2023 Year-End

The following table summarizes information regarding unexercised stock options, unvested RSUs, and unearned PSUs and PRSUs for the named executive officers as of December 31, 2023.

  OPTION AWARDS STOCK AWARDS

Name

Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
Option
Exercise
Price
($)
Option
Expiration
Date
 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(2)

Market Value
of Shares
or Units of

Stock that
Have Not
Vested
($)(3)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)(4)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights

That

Have Not
Vested
($)(3)

J. R. LUCIANO

 2-11-2016 581,099 —  33.18 2-11-2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2-12-2015 324,821 —  46.92 2-12-2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 325,940 23,539,387 269,396 19,455,779

V. LUTHAR

 2-11-2016 28,366 —  33.18 2-11-2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 35,354 2,553,266 49,372 3,565,646

R. B. JONES

 —  —  —  —  — 

 

 

 

 53,754 3,882,114 17,495 1,263,489

G.A. MORRIS

 —  —  —  —  — 

 

 

 

 61,833 4,465,579 48,847 3,527,730

C. M. CUDDY

 —  —  —  —  — 

 

 

 

 61,337 4,429,758 48,102 3,473,926

V. F. MACCIOCCHI

 —  —  —  —  — 

 

 

 

 61,833 4,465,579 75,012 5,417,367

(1)

Stock option awards vest at a rate of 20% of the subject shares per year on each of the first five anniversaries of the grant date.

(2)

The RSUs reported in this column vest on the dates and in the amounts set forth below.

   Restricted Stock Units Vesting On: 

Name

  2/9/24   2/11/24   9/5/24   2/9/25   2/10/25   4/11/25   9/5/25   2/9/26   9/5/26 

J. R. Luciano

   29,867    146,342    —     28,988    91,756    —     —     28,987    —  

V. Luthar

   5,822    7,318    —     5,650    4,171    6,743    —     5,650    —  

R. B. Jones

   —     —     25,011    —     —     —     24,894    —     3,849 

G. A. Morris

   5,400    29,269    —     5,241    16,683    —     —     5,240    —  

C. M. Cuddy

   5,231    29,269    —     5,077    16,683    —     —     5,077    —  

V. F. Macciocchi

   5,400    29,269    —     5,241    16,683    —     —     5,240    —  

62 | ADM Proxy Statement 2024


LOGOEXECUTIVE COMPENSATION — Option Exercises and Stock Vested During Fiscal Year 2023

LOGO

(3)

Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 29, 2023, the last trading day of 2023, which was $72.22.

(4)

The awards reported in this column represent 2022 PSU, 2022 PRSU and 2023 PSU awards that each will vest at the end of the three-year performance period. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation and Succession Committee measuring: in the case of the 2022 PSUs and the 2023 PSUs, Adjusted ROIC, Adjusted EPS and a two-goal ESG modifier; and in the case of the PRSUs, metrics related to the Company’s Nutrition segment. The amount of PSUs and PRSUs shown is the target number of units that could be earned and paid out in shares.

Other than for Mr. Luthar, this table does not include the 2021 PSU awards that were earned for the 2021-2023 performance period, because those earned PSUs were not subject to an additional service-based vesting period and instead vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. The earned 2021 PSUs are reported in the “Option Exercises and Stock Vested During Fiscal Year 2023” table. For Mr. Luthar, this table does include the number of 2021 PSUs at target, since as of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination related to the 2021 PSUs for Mr. Luthar since he remained on administrative leave.

The PSUs and PRSUs reported in this column have the following performance periods in the following amounts, and also include the 7,318 target number of 2021 PSUs for Mr. Luthar with a 1/1/21 to 12/31/23 performance period, which have not been determined to be earned or vested as described above.

 Performance Share Units/PRSUs:

Name

Performance Period

1/1/22 to 12/31/24

Performance Period

1/1/23 to 12/31/25

J. R. Luciano

 137,634 131,762

V. Luthar

 16,371 25,683

R. B. Jones

 —  17,495

G. A. Morris

 25,025 23,822

C. M. Cuddy

 25,025 23,077

V. F. Macciocchi

 51,190(a)  23,822

(a)

Of this amount, 26,165 represent PRSUs that Mr. Macciocchi forfeited upon his retirement from the Company on December 31, 2023. All other equity awards held by Mr. Macciocchi as of December 31, 2023 continue to vest in accordance with their original vesting schedule.

Option Exercises and Stock Vested During Fiscal Year 2023

The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2023 and RSU and PSU awards to the named executive officers that vested during that same period.

   OPTION AWARDS    STOCK AWARDS

Name

  

Number of Shares

Acquired on Exercise (#)

  Value Realized
on Exercise ($)(1)
     

Number of Shares

Acquired On Vesting (#)(2)

  Value Realized
on Vesting ($)(3)

J. R. LUCIANO

    —     —   

 

 

 

    321,086    23,024,279

V. LUTHAR

    —     —   

 

 

 

    11,068    908,572

R. B. JONES

    —     —   

 

 

 

    —     — 

G. A. MORRIS

    —     —   

 

 

 

    75,868    5,561,256

C. M. CUDDY

    —     —   

 

 

 

    64,218    4,604,907

V. F. MACCIOCCHI

    —     —    

 

 

 

 

 

    75,868    5,561,256

(1)

Represents the difference between the market value of the shares acquired upon exercise (calculated using the closing sale price of the shares on the NYSE on the date preceding the exercise date) and the aggregate exercise price of the shares acquired.

(2)

Reflects vesting of the 2020 RSUs during 2023, and the number of 2021 PSUs that were earned for the 2021-2023 performance period and vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. For Mr. Luthar, does not include any amounts related to his 2021 PSUs, since as of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination related to his 2021 PSUs since he remained on administrative leave.

(3)

Represents the market value of the shares issued in settlement of 2020 RSU and 2021 PSU awards on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date, before shares were withheld for taxes.

ADM Proxy Statement 2024 | 63


LOGOEXECUTIVE COMPENSATION — Pension Benefits

LOGO

Pension Benefits

The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2023.

Name

 Plan Name Number of Years
Credited Service (#)(1)
 Present Value
of Accumulated
Benefit ($)(2)
  Payments During Last
Fiscal Year ($)

J. R. LUCIANO

 

ADM Retirement Plan

 13  145,350  — 
 

ADM Supplemental Retirement Plan

 13  502,590  — 

V. LUTHAR

 

ADM Retirement Plan

 19  285,033  — 
 

ADM Supplemental Retirement Plan

 19  235,270  — 

R. B. JONES

 

ADM Retirement Plan

 1  7,047  — 
 

ADM Supplemental Retirement Plan

 1  0  — 

G. A. MORRIS

 

ADM Retirement Plan

 29  799,176  — 
 

ADM Supplemental Retirement Plan

 29  1,321,435  — 

C. M. CUDDY

 

ADM Retirement Planı

 26  639,375  — 
 

ADM Supplemental Retirement Plan

 26  949,162  — 

V. F. MACCIOCCHI

 

ADM Retirement Plan

 12  91,951  — 
 

ADM Supplemental Retirement Plan

 12  123,426  — 

(1)

The number of years of credited service was calculated as of the pension plan measurement date used for financial statement reporting purposes, which was December 31, 2023. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our Company.

(2)

The assumptions used to value pension liabilities as of December 31, 2023 were an interest rate of 4.96% for the ADM Retirement Plan and 4.84% for the ADM Supplemental Retirement Plan and mortality was determined under the PRI-2012 mortality table, with a white collar adjustment, projected generationally using scale MP-2021. Messrs. Luthar, Morris and Cuddy had previously participated in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Messrs. Luciano and Macciocchi had always participated in the cash balance formula under those plans. Effective 1/1/2022, all participants now earn benefits under the cash balance formula in those plans, including Ms. Jones who joined the Company in 2023. The amounts reported for Mr. Luciano, Mr. Macciocchi and Ms. Jones are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2023. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 4.94% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2023 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2023 under the Retirement and Supplemental Plans was $647,940, the total account balance for Mr. Luthar under the Retirement and Supplemental Plans was $520,303, and the total account balance for Mr. Macciocchi at December 31, 2023 under the Retirement and Supplemental Plans was $215,377, which are the amounts that would have been distributable if such individuals had terminated employment on that date.

Qualified Retirement Plan

We sponsor the ADM Retirement Plan (the “Retirement Plan”), which is a qualified defined benefit plan under Section 401(a) of the Internal Revenue Code. The Retirement Plan covers eligible salaried employees of our Company and its participating affiliates.

Effective January 1, 2009, the Retirement Plan was amended to provide benefits determined under a cash balance formula. The cash balance formula initially applied to any participant entering or re-entering the plan on or after January 1, 2009 and to any participant who had less than five years of service prior to January 1, 2009. For a participant with an accrued benefit and less than five years of service prior to January 1, 2009, an account was established on January 1, 2009 with an opening balance equal to the present value of his or her accrued benefit determined under the Retirement Plan’s prior final average pay formula. From January 1, 2009 through December 31, 2021, the accrued benefits of all other participants to whom the cash balance formula did not apply continued to be determined under the traditional final average pay formula.

In December 2017, the Retirement Plan was amended to freeze the traditional final average pay formula benefit accruals as of December 31, 2021 for all active final average pay formula participants in the Retirement Plan on that date. Final average pay accrued benefits are calculated as if the participant terminated employment on the earlier of their actual termination date or December 31, 2021. The final average pay benefit was not converted to a cash balance benefit, but remains subject to the final average pay benefit rules. As of January 1, 2022, all Retirement Plan participants accrue future benefits under the cash balance formula, based on their age and total years of service.

64 | ADM Proxy Statement 2024


LOGOEXECUTIVE COMPENSATION — Qualified Retirement Plan

LOGO

Messrs. Luciano and Macciocchi and Ms. Jones participate only in the cash balance formula, while Messrs. Luthar, Morris and Cuddy participate in the cash balance formula and have a frozen final average pay formula benefit as well.

Cash Balance Formula: Under the cash balance formula, a participant has an individual hypothetical account established under the Retirement Plan. Pay and interest credits are credited on an annual basis to the participant’s account. Pay credits are equal to a percentage of the participant’s earnings for the year based on the sum of the participant’s age and years of service at the end of the year under the schedule below.

AGE + SERVICE

PAY

Less than 40

2.00%

at least 40 but less than 50

2.25%

at least 50 but less than 60

2.50%

at least 60 but less than 70

3.00%

at least 70 but less than 80

3.50%

80 or more

4.00%

Interest credits are made at the end of the year and are calculated on the balance of the participant’s account as of the first day of the plan year, using an interest rate based upon the yield on 30-year Treasury bonds, subject to a minimum annual interest rate of 1.95%. The participant’s pension benefit will be the amount of the balance in the participant’s account at the time that the pension becomes payable under the Retirement Plan. The pension payable to a participant whose accrued benefit under the final average pay formula was converted to the cash balance formula at January 1, 2009, if paid in annuity form, will be increased to reflect any additional benefit which the participant would have received in that form under the traditional formula, but only with respect to the benefit accrued by the participant prior to January 1, 2009. A participant under the cash balance formula becomes vested in a benefit under the Retirement Plan after three years of service. There are no special early retirement benefits under the cash balance formula.

Final Average Pay Formula: For any participant who accrued a benefit under the final average pay formula prior to January 1, 2022, the formula calculated a life annuity payable at a normal retirement age of 65 based upon a participant’s highest average earnings over 60 consecutive months during the last 15 years of employment (or the last 15 years prior to December 31, 2021, for those employed on that date). The final average pay formula provides a benefit of 36.0% of a participant’s final average earnings, plus 16.5% of the participant’s final average earnings in excess of Social Security “covered compensation.” This benefit accrues ratably over 30 years of service. A participant accrues an additional benefit of 0.5% of final average earnings for years of service in excess of 30. Early retirement is available at age 55 with 10 years of service. Final average pay formula normal retirement age benefits were frozen as of the earlier of a participant’s termination of employment or December 31, 2021, and will not increase in the future. The life annuity payable at early retirement is subsidized relative to the normal retirement benefit. The payment amount in life annuity form is 97% of the full benefit amount at age 64, and 50% at age 55, with adjustments between those two ages. All participants with the final average pay formula benefit are vested in their final average pay formula benefits under the Retirement Plan, based on five years of service.

Earnings for purposes of the cash balance and the final average pay formulas generally include amounts reflected as pay on Form W-2, increased by 401(k) Plan pre-tax deferrals and elective “cafeteria plan” contributions, and decreased by bonuses, expense allowances/ reimbursements, severance pay, income from stock option and restricted stock awards or cash payments in lieu thereof, merchandise or service discounts, amounts paid in a form other than cash, and other fringe benefits. Annual earnings are limited as required under Section 401(a)(17) of the Internal Revenue Code.

When a participant is eligible for a pension, the participant has a choice of a life annuity, a joint and 50% survivor annuity, a joint and 75% survivor annuity, or a joint and 100% survivor annuity. Each joint and survivor annuity form is the actuarial equivalent of the life annuity payable at the same age, with actuarial equivalence determined using the IRS prescribed mortality table under Section 417(e) of the Internal Revenue Code and an interest rate assumption of 6%. Individuals with a cash balance formula benefit may also elect their cash balance formula benefit a lump-sum payment.

ADM Proxy Statement 2024 | 65


LOGOEXECUTIVE COMPENSATION — Supplemental Retirement Plan

LOGO

Supplemental Retirement Plan

We also sponsor the ADM Supplemental Retirement Plan (the “Supplemental Plan”), which is a nonqualified deferred compensation plan under Section 409A of the Internal Revenue Code. The Supplemental Plan covers participants in the Retirement Plan whose benefit under such plan is limited by the benefit limits of Section 415 or the compensation limit of Section 401(a)(17) of the Internal Revenue Code. The Supplemental Plan also covers any employee whose Retirement Plan benefit is reduced by participation in the ADM Deferred Compensation Plan. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation and Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. The Supplemental Plan provides the additional benefit that would have been provided under the Retirement Plan but for the limits of Section 415 or 401(a)(17) of the Internal Revenue Code, and but for the fact that elective contributions made by the participant under the ADM Deferred Compensation Plan are not included in the compensation base for the Retirement Plan. A participant is not vested in a benefit under the Supplemental Plan unless and until the participant is vested in a benefit under the Retirement Plan, which requires three years of service for a cash balance formula participant and five years of service for a final average pay formula participant for vesting. A separate payment form election is required with respect to the Supplemental Plan benefit from among the same options available under the Retirement Plan, subject to the limitations of Section 409A of the Internal Revenue Code.

Nonqualified Deferred Compensation

The following table summarizes information with respect to the participation of the named executive officers in the ADM Deferred Compensation Plan for Selected Management Employees II, which is a non-qualified deferred compensation plan, for the fiscal year ended December 31, 2023.

Name

Executive Contributions
in Last Fiscal Year ($)

Aggregate Earnings

in Last Fiscal Year ($)

Aggregate Withdrawals/
Distributions in Last
Fiscal Year ($)
Aggregate Balance
at 12/31/23 ($)

J. R. LUCIANO

 —  —  —  — 

V. LUTHAR

 —  123,452 —  768,593

R. B. JONES

 6,042 178 —  6,220

G. A. MORRIS

 —  —  —  — 

C. M. CUDDY

 —  —  —  — 

V. F. MACCIOCCHI

 —  —  —  — 

We sponsor two nonqualified deferred compensation plans—the ADM Deferred Compensation Plan for Selected Management Employees I and II (referred to as “Deferred Comp Plan I” and “Deferred Comp Plan II”, respectively). Deferred Comp Plan I was frozen as to new participants and new deferrals effective January 1, 2005, and is maintained as a separate “grandfathered” plan under Section 409A of the Internal Revenue Code. Deferred Comp Plan II is structured to comply with Section 409A. Deferred Comp Plan II covers salaried employees of our Company and its affiliates whose annualized base salary is $175,000 or more. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation and Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer.

A participant in Deferred Comp Plan II can defer up to 75% of his or her base salary and up to 100% of his or her bonus. Earnings credits are added based upon hypothetical investment elections made by participants. A participant can elect each year when to be paid the base salary or bonus amounts deferred for that year, by electing to be paid upon a specified future date prior to separation from service or following retirement, in the form of a lump sum or in installments over a period of two to twenty years. If a participant separates from service prior to the elected payment date (or prior to qualifying for retirement), the payment will be made in a lump sum after separation from service, subject to the six month “specified employee” payment delay required by Section 409A. Withdrawals are allowed upon a showing of “hardship” by the participant in accordance with Section 409A. Small account balances of $10,000 or less are paid in a lump sum only.

Deferred Comp Plan II provides for “make-whole” company credits to the extent that a participant’s election to defer under the Deferred Comp Plan II causes a loss of company contributions under the 401(k) and ESOP. No “make-whole” company credits were made on behalf of the named executive officers for fiscal year 2023.

A participant with an account balance remaining under Deferred Comp Plan I continues to receive earnings credits on such account based upon hypothetical investment elections made by the participant. A participant can establish up to two “scheduled distribution accounts” that are payable upon dates specified by the participant in either a lump sum or installments over a period of two to four years. A participant also can take unscheduled withdrawals of up to 25% of the balance of his or her accounts, subject to a withdrawal penalty of 10% of the withdrawn

66 | ADM Proxy Statement 2024


LOGOEXECUTIVE COMPENSATION Nonqualified Deferred Compensation

LOGO

amount. Only one such unscheduled withdrawal is allowed in any year. Withdrawals also are allowed upon a showing of “hardship” by the participant. A participant’s account under Deferred Comp Plan I is paid following termination of employment. Payment following termination of employment is in a lump sum, except that a participant can elect to have installments paid over a period of two to 20 years if termination of employment occurs after retirement eligibility or due to disability.

Deferred Comp Plan I balances are fully-vested. A participant becomes vested in his or her company credits to Deferred Comp Plan II after two years of service. Unpaid amounts at death are paid to designated beneficiaries.

The hypothetical investment options available under Deferred Comp Plans I and II are determined by the Company and correspond with the investment options (other than our Company’s common stock) that are made available to participants in the qualified 401(k) and ESOP. These investment options are listed below, and the plan earnings credited to each participant’s account in these plans correspond to the earnings performance of the investment selected. Participants in the Deferred Comp Plans I and II may reallocate the amount of new deferrals and existing account balances among these investment options at any time. We do not set assets aside for the benefit of plan participants, but the Deferred Comp Plans I and II provide for full funding of all benefits upon a change in control or potential change in control, as defined in the plans.

In fiscal year 2023, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:

Deemed Investment Option

Fiscal Year 2023 Cumulative Return

(1/1/23 to 12/31/23)

PIMCO Total Return Fund Institutional Class

6.30%

Vanguard Institutional 500 Index Trust

26.27%

T. Rowe Price Large-Cap Growth Fund I Class

46.21%

Dodge & Cox Stock Fund Class I

17.48%

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

20.62%

Aristotle Small Cap Equity CIT Class B

6.89%

Vanguard International Growth Fund Admiral Shares

14.81%

ADM 401(K) Plans Stable Value Fund

2.52%

Vanguard Target Retirement 2020 Trust Plus

12.56%

Vanguard Target Retirement 2025 Trust Plus

14.57%

Vanguard Target Retirement 2030 Trust Plus

16.06%

Vanguard Target Retirement 2035 Trust Plus

17.22%

Vanguard Target Retirement 2040 Trust Plus

18.40%

Vanguard Target Retirement 2045 Trust Plus

19.55%

Vanguard Target Retirement 2050 Trust Plus

20.26%

Vanguard Target Retirement 2055 Trust Plus

20.24%

Vanguard Target Retirement 2060 Trust Plus

20.24%

Vanguard Target Retirement 2065 Trust Plus

20.24%

Vanguard Target Retirement 2070 Trust Plus

20.28%

Vanguard Target Retirement Income & Growth Trust Plus

13.99%

Vanguard Target Retirement Income Trust Plus

10.72%

ADM Proxy Statement 2024 | 67


LOGOEXECUTIVE COMPENSATION Termination of Employment and Change in Control Arrangements

LOGO

Termination of Employment and Change in Control Arrangements

We have entered into certain agreements and maintain certain plans that will require us to provide compensation to our named executive officers in the event of a termination of employment or a change in control of our Company. See the tabular disclosure and narrative description under the “Pension Benefits” and “Nonqualified Deferred Compensation” sections above for detail regarding payments that would result from a termination of employment or change in control of our Company under our pension and nonqualified deferred compensation plans.

Under the terms of our stock option agreements, vesting and exercisability accelerate upon the death of the recipient or change in control of our Company, and continue in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for reasons other than death, disability, retirement, or cause, a recipient forfeits any interest in the unvested portion of any option but retains the right to exercise the previously vested portion of any option for a period of three months. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition or confidentiality restriction or participates in an activity deemed by us to be detrimental to our Company, the recipient’s right to exercise any unexercised options will terminate, the recipient’s right to receive option shares will terminate, and any shares already issued upon exercise of the option must be returned to us in exchange for the lesser of the shares’ then-current fair market value or the price paid for the shares, or the recipient must pay us cash in the amount of the gain realized by the recipient from the exercise of the option.

Under the terms of our 2021, 2022, and 2023 RSU award agreements, vesting accelerates in connection with a change in control of the Company only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume, or replace the awards. Under all of our RSU award agreements, vesting accelerates upon death and continues in accordance with the original vesting schedule if employment ends as a result of disability or retirement. If employment ends for other reasons, the unvested portion of each award is forfeited. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation or confidentiality restriction, the recipient’s unvested awards will be forfeited, and any award shares that have already been issued in settlement must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the award vested.

Under the terms of the award agreements for the 2021 PSUs, the 2022 PSUs and the 2023 PSUs, vesting accelerates upon the death of the award recipient, and the target number of units would vest. Further, vesting of PSU awards accelerates in connection with a change in control of our Company only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume, or replace the awards. In such cases, the number of 2021, 2022 and 2023 PSU awards that vest will be equal to the greater of the target number of units or the number of PSUs earned based on actual performance during the truncated performance period. If employment ends as a result of disability or retirement, vesting will continue in accordance with the original vesting schedule. If employment ends for other reasons, the unvested portion of each award is forfeited. In addition, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation or confidentiality restriction, the recipient’s unvested awards will be forfeited, and any award shares that have already been issued in settlement must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date the award vested.

68 | ADM Proxy Statement 2024


LOGOEXECUTIVE COMPENSATION Termination of Employment and Change in Control Arrangements

LOGO

Other than for Mr. Macciocchi, the amount of compensation payable to each named executive officer in various termination and change in control scenarios is listed in the table below. These payments and benefits are provided under the terms of agreements involving equity compensation awards. Unless otherwise indicated, the amounts listed are calculated based on the assumption that the named executive officer’s employment was terminated or that a change in control occurred on December 31, 2023. None of the named executive officers held any nonvested stock options as of such date.

As described above, Mr. Macciocchi retired from ADM on December 31, 2023. As provided by SEC rules, the table below sets forth information for Mr. Macciocchi for only the scenario that actually occurred for him, his retirement.

Name

 Voluntary
Termination
($)
Involuntary
Termination
without Cause
($)

Termination
for Cause

($)

Death

($)(1)

Disability
($)
Change in
Control
($)(3)
Change in
Control (Non-
Assumption of
Awards or
Involuntary
Termination
Without Cause
or Termination
for Good
Reason) ($)(4)
Retirement
($)

J. R. Luciano

Vesting of nonvested RSU awards (6)  (6)  —  23,539,387 (2)  —  23,539,387 (6) 
          

 

Vesting of nonvested PSU awards (6)  (6)  —  30,024,598 (2)  —  30,024,598 (6) 
          

V. Luthar

Vesting of nonvested RSU awards (6)  (6)  —  2,553,266 (2)  —  2,553,266 (6) 
          

 

Vesting of nonvested PSU awards (6)  (6)  —  3,565,646 (2)  —  3,565,646 (6) 
          

R. B. Jones

Vesting of nonvested RSU awards —  —  —  3,882,114 (2)  —  3,882,114 (5) 
          

 

Vesting of nonvested PSU awards —  —  —  1,263,489 (2)  —  1,263,489 (5) 
          

G. A. Morris

Vesting of nonvested RSU awards —  —  —  4,465,579 (2)  —  4,465,579 (5) 
          

 

Vesting of nonvested PSU awards —  —  —  5,641,538 (2)  —  5,641,538 (5) 
          

C. M. Cuddy

Vesting of nonvested RSU awards —  —  —  4,429,758 (2)  —  4,429,758 (5) 
          

 

Vesting of nonvested PSU awards —  —  —  5,587,734 (2)  —  5,587,734 (5) 
          

V. F. Macciocchi

Vesting of nonvested RSU awards —  —  —  —  —  —  —  (6) 
          

 

Vesting of nonvested PSU/PRSU awards —  —  —  —  —  —  —  (6) 

(1)

Pursuant to the terms of the RSU awards issued under the 2020 Incentive Compensation Plan, vesting and exercisability of these equity awards are accelerated in full upon death. The amount shown with respect to RSU awards was calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $72.22, the closing sale price of a share of our common stock on the NYSE on December 29, 2023, the last trading day of 2023.

Due to the fact that the performance period for the 2021 PSUs ended on December 31, 2023, the amounts in this column related to the 2021 PSUs consist of the number of 2021 PSUs that actually were earned and vested for the applicable named executive officer (except for Mr. Luthar since the determination has not be made regarding his 2021 PSUs due to his administrative leave and, therefore, his 2021 PSUs are shown at target), multiplied by $72.22, the closing sale price of a share of our common stock on the NYSE on December 29, 2023. The PSUs granted in 2022 and 2023 provide that vesting of those awards will accelerate upon death in an amount equal to the target number of PSUs. Therefore, the amount shown in this column with respect to the 2022 and 2023 PSU awards is the target number of such awards, in each case multiplied by $72.22, the closing sale price of a share of our common stock on the NYSE on December 29, 2023.

(2)

Pursuant to the terms of the award agreements issued under the 2020 Incentive Compensation Plan, vesting of these equity awards generally continues on the same schedule after termination of employment due to disability.

ADM Proxy Statement 2024 | 69


LOGOEXECUTIVE COMPENSATION CEO Pay Ratio

LOGO

(3)

All outstanding RSUs and PSUs are subject to a double-trigger vesting and payout mechanism upon a change in control, meaning that only if (i) within 24 months after the change in control, one of our executive officer’s employment is terminated without cause or he or she resigns for good reason or (ii) the surviving entity in the change of control does not continue, assume, or replace the awards, the RSU awards will accelerate in full and the PSU awards will accelerate as described in footnote (4) below. Therefore, this column excludes all outstanding RSUs and PSUs.

(4)

All outstanding RSUs and PSUs are subject to a double-trigger vesting and payout mechanism upon a change in control, meaning that only if (i) within 24 months after the change in control, one of our executive officer’s employment is terminated without cause or he or she resigns for good reason or (ii) the surviving entity in the change of control does not continue, assume, or replace the awards, the RSU awards will accelerate in full and the number of 2021, 2022 and 2023 PSU awards that vest will be equal to the greater of the target number of units or the number of PSUs earned based on actual performance during the truncated performance period. This column includes (i) all unvested RSU awards, and (ii) a portion of the unvested PSU awards (calculated in the manner set forth in footnote (1)). The amounts shown with respect to the awards was calculated by multiplying the number of units as to which accelerated vesting and settlement occurs by $72.22, the closing sale price of a share of our common stock on the NYSE on December 29, 2023.

(5)

Because this named executive officer is not yet eligible for retirement under the terms of the ADM Retirement Plan, no current termination of employment would be considered “retirement” under any of the applicable equity-based compensation plans.

(6)

Because this named executive officer is eligible for retirement (and, in the case of Mr. Macciocchi, actually retired on December 31, 2023), pursuant to the terms of the RSU award and PSU award agreements issued under the 2020 Incentive Compensation Plan, vesting of these equity awards generally continues on the same schedule after retirement, voluntary termination or involuntary termination without cause other than the PRSUs granted to Mr. Macciocchi, which were forfeited upon his retirement.

CEO Pay Ratio

For our fiscal year 2023 pay ratio analysis, we determined that there has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our fiscal year 2023 pay ratio disclosure. Similarly, there has been no change in the circumstances of the median employee who we identified for our fiscal year 2022 pay ratio analysis that we reasonably believe would result in a significant change to our fiscal year 2023 pay ratio disclosure. Because there were no such changes, we are using the same median employee identified for our fiscal year 2022 pay ratio analysis.

Our median employee’s annual total compensation for fiscal year 2023 was $81,467. The annual total compensation of our Board Chair and CEO for fiscal year 2023 was $24,414,668. The ratio between the Board Chair and CEO’s annual total compensation to the annual total compensation of our median employee is 300:1.

With respect to our median employee, we identified and calculated the elements of the employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and also included $19,929 as the estimated value of the median employee’s 2023 employer-paid health care and basic life insurance premiums. With respect to the annual total compensation of our Board Chair and CEO, we used the amount reported in the Summary Compensation Table and also included $15,714 as the estimated value of our Board Chair and CEO’s 2023 employer-paid health care and basic life insurance premiums.

SUPPLEMENTAL PAY RATIO

Our global footprint drives the median pay level at ADM. Approximately 60% of our workforce is employed outside the United States. We aim to provide competitive pay and benefits for each employee’s role in every business segment and geography. To be consistent with our compensation philosophy, all global colleagues are paid based upon their local market as reviewed on an annual basis to ensure they are paid competitively. We believe this information is useful to put the SEC-required pay ratio provided above into context.

In addition, as in prior years, we are also providing a supplemental pay ratio that includes our domestic employees only. We identified the median employee for purposes of the 2022 supplemental pay ratio analysis using the same methodology as the 2022 required pay ratio analysis. However, because the median employee who we identified for our 2022 supplemental pay ratio analysis is no longer employed by the Company, we are using another employee whose compensation is substantially similar to that median employee based on the compensation measure used to select the median employee for our 2022 supplemental pay ratio analysis. Applying this methodology to our employees located in the United States only (other than our Board Chair and CEO), we determined that our median employee in fiscal year 2023 had annual total compensation in the amount of $116,265.

As a result, the fiscal year 2023 ratio of the total annual compensation of our Board Chair and CEO to the total annual compensation of our median employee in the United States, each as calculated above to include 2023 employer-paid health care and basic life insurance premiums, is 210:1. This supplemental pay ratio is not a substitute for the required CEO pay ratio, but we believe it is helpful in fully evaluating the ratio of our Board Chair and CEO’s annual total compensation to that of our median employee.

70 | ADM Proxy Statement 2024


LOGO
PAY VERSUS PERFORMANCE
— Pay Versus Performance Table
LOGO
Pay Versus Performance
PAY VERSUS PERFORMANCE TABLE
The following table sets forth compensation information of our CEO (the “PEO”) and other NEOs (the
“Non-PEO
NEOs”), on an average basis, along with total shareholder return, net income, and ROIC performance results for our fiscal years 2023, 2022, 2021 and 2020. For additional information regarding the Company’s
pay-for-performance
philosophy and compensation objectives, including emphasizing multiple performance factors tied to stockholder value creation over short and long-term time horizons, refer to the Compensation Discussion and Analysis (“CD&A”).
Fiscal Year
Summary
Compensation
Table (SCT)
Total For PEO
1
($)
Compensation
Actually Paid
(CAP) to PEO
2
($)
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
1
($)
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
2
($)
Value of Initial Fixed
$100 Investment
Based On:
Net Income
($)
Company
Selected
Measure:
Adjusted
ROIC
4
Total
Shareholder
Return
(TSR)
3
($)
Peer
Group
TSR
3
($)
2023
 24,414,668 (271,382) 5,348,455 1,932,743 72.00 65.40 3,483,000,000 12.2%
2022
 24,749,178 65,662,660 5,891,112 14,567,967 116.10 24.40 4,340,000,000 13.6%
2021
 23,508,841 60,063,855 6,078,204 15,161,710 54.40 57.20 2,709,000,000 10.0%
2020
 22,749,628 33,167,553 7,169,286 9,758,997 12.50 21.50 1,772,000,000 7.7%
(1)
For each of 2023, 2022, 2021 and 2020, our PEO was J
uan Luciano
. For each of 2021 and 2020, the Non-PEO NEOs were Ray Young, Vincent Macciocchi, Gregory Morris, and Joseph Taets. For 2022, the Non-PEO NEOs included the same NEOs as in 2021 and 2020, as well as Vikram Luthar and Christopher Cuddy. For 2023, the Non-PEO NEOs were Vikram Luthar, Regina Jones, Gregory Morris, Christopher Cuddy and Vincent Macciocchi.
(2)
The dollar amounts reported represent the Compensation Actually Paid (“CAP”) to Mr. Luciano and the
Non-PEO
NEOs in accordance with, and using the adjustments set forth in, Item 402(v) of Regulation
S-K.
The following adjustments related to pension plans and equity awards were made to their total compensation each year as reported in the SCT to determine the CAP:
Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid
Fiscal Year
Reported
SCT Total
($)
Reported Value
of Equity
Awards
($)
Equity Award
Adjustments
($)
Dividends Paid
or Accrued
on Unvested
Shares and
Stock Options
($)
Reported
Change in the
Actuarial
Present Value of
Pension Benefits
($)
Pension Benefit
Adjustments
($)
Compensation
Actually Paid
($)
2023
 24,414,668 (17,919,686) (7,597,412) 902,498 (117,551) 46,100 (271,382)
2022
 24,749,178 (17,727,259) 57,902,844 689,008 —  48,889 65,662,660
2021
 23,508,841 (15,939,571) 51,787,958 718,567 (59,843) 47,903 60,063,855
2020
 22,749,628 (15,940,148) 25,738,557 692,287 (112,853) 40,082 33,167,553
ADM Proxy Statement 2024
 | 71

LOGO
PAY VERSUS PERFORMANCE
— Pay Versus Performance Table
LOGO
Reconciliation of
Non-PEO
NEOs Summary Compensation Table Total to Compensation Actually Paid
Fiscal Year
Reported
SCT Total
($)
Reported Value
of Equity
Awards
($)
Equity Award
Adjustments
($)
Dividends Paid
or Accrued
on Unvested
Shares and
Stock Options
($)
Reported
Change in the
Actuarial
Present Value of
Pension Benefits
($)
Pension Benefit
Adjustments
($)
Compensation
Actually Paid
($)
2023
 5,348,455 (3,746,208) 288,332 132,976 (107,675) 16,864 1,932,743
2022
 5,891,112 (3,657,711) 12,165,647 143,963 —  24,956 14,567,967
2021
 6,078,204 (3,533,337) 12,401,366 184,138 (14,810) 46,149 15,161,710
2020
 7,169,286 (4,556,257) 7,322,254 179,588 (398,558) 42,685 9,758,997
(3)
Our peer group for the calculation of TSR is the S&P 100, which is the industry index used to show our performance in our CD&A. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2019, including reinvestment of any dividends, and is rounded to the nearest tenth.
(4)
Our company selected measure, which we believe represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs for 2023 to company performance, is Adjusted ROIC. Adjusted ROIC is one of the metrics under both the 2023 annual cash incentive program and the 2023 PSUs. Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) is a non-GAAP financial measure. Annex A to this Proxy Statement provides a more detailed definition of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure.
In order to calculate CAP, the following amounts were excluded from or added to the SCT total compensation:
Reconciliation of the Pension and Equity Award Adjustments for the PEO’s Compensation Actually Paid
Fiscal Year
Reported
SCT Total
($)
Pension & Equity
amounts reported in
SCT
($)
Pension value
attributable to
covered years’
service and any
change in pension
value attributable
to plan amendments
made in covered
year
($)
Dividends paid or
accrued on
unvested shares
and stock options
($)
Change in fair value
related to equity
awards
a,b

($)
CAP
($)
2023
 24,414,668 (18,037,237) 46,100 902,498 (7,597,412) (271,382)
2022
 24,749,178 (17,727,259) 48,889 689,008 57,902,844 65,662,660
2021
 23,508,841 (15,999,414) 47,903 718,567 51,787,958 60,063,855
2020
 22,749,628 (16,053,001) 40,082 692,287 25,738,557 33,167,553
Reconciliation of the Pension and Equity Award Adjustments for the Average of
Non-PEO
NEO’s Compensation Actually Paid
Fiscal Year
Reported
SCT Total
($)
Pension & Equity
amounts reported in
SCT
($)
Pension value
attributable to
covered years’
service and any
change in pension
value attributable
to plan amendments
made in covered
year
($)
Dividends paid or
accrued on
unvested shares
and stock options
($)
Change in fair value
related to equity
awards
a,b

($)
CAP
($)
2023
 5,348,455 (3,853,883) 16,864 132,976 288,332 1,932,743
2022
 5,891,112 (3,657,711) 24,956 143,963 12,165,647 14,567,967
2021
 6,078,204 (3,548,148) 46,149 184,138 12,401,366 15,161,710
2020
 7,169,286 (4,954,815) 42,685 179,588 7,322,254 9,758,997
(a)
With respect to performance-based equity awards, change in fair value is based on the probable outcome of the related performance metrics.
(b)
The amounts deducted or added are as follows to determine the equity award adjustments for year-over-year change in fair value:
72 | 
ADM Proxy Statement 2024

LOGO
PAY VERSUS PERFORMANCE
— Pay Versus Performance Table
LOGO
PEO
Fiscal Year
Fair Value at
Covered Year-
End of Equity
Awards
Granted in
Covered Year
Year-over-Year

Change in Fair
Value of
Awards
Granted in
Prior Years that
are Unvested
at End of
Covered Year
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Covered Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Year
Fair Value at
End of the
Prior Year of
Prior Year
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Covered
Year
Value of
Dividends or
other Earnings
Paid or Accrued
on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total Equity
Award
Adjustments
2023
 23,167,914 (25,124,590)  (5,640,736)   (7,597,412)
2022
 29,050,156 24,982,970  3,869,718   57,902,844
2021
 29,297,900 19,489,626  3,000,433   51,787,958
2020
 25,686,592 408,760  (356,795)   25,738,557
Average
Non-PEO
NEOs
Fiscal Year
Fair Value at
Covered Year-
End of Equity
Awards
Granted in
Covered Year
Year-over-Year

Change in Fair
Value of
Awards
Granted in
Prior Years that
are Unvested
at End of
Covered Year
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Covered Year
Change in Fair
Value of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Year
Fair Value at
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Covered
Year
Value of
Dividends or
other Earnings
Paid or Accrued
on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total Equity
Award
Adjustments
2023
 4,605,203 (3,418,100)  (898,772)   288,332
2022
 6,009,503 5,340,024  816,121   12,165,647
2021
 6,494,489 5,193,596  713,281   12,401,366
2020
 7,342,134 57,093  (76,973)   7,322,254
FINANCIAL PERFORMANCE MEASURES
The three financial performance measures listed below represent the most important measures used to link compensation actually paid to the NEOs for 2023 to Company performance, as further described in the CD&A.
Adjusted ROIC
Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)
Adjusted earnings per share (EPS)
ADM Proxy Statement 2024
 | 73

LOGO
PAY VERSUS PERFORMANCE
— Pay Versus Performance Table
LOGO
RELATIONSHIP BETWEEN COMPENSATION PAID AND PERFORMANCE
The below charts show the relationship between Compensation Actually Paid to our PEO and the average of the other NEOs (as shown in the above Pay versus Performance Table), and the following: net income, Company TSR, peer group TSR, and Adjusted ROIC.
Compensation Actually Paid versus Net Income
LOGO
Compensation Actually Paid versus Company TSR and Peer Group TSR
LOGO
*
TSR valuations are based upon a fixed value initial investment of $100 as of December 31, 2019 for determination of both peer group and Company TSR from 2020 through 2023.
74 | 
ADM Proxy Statement 2024

LOGO
PAY VERSUS PERFORMANCE
— Pay Versus Performance Table
LOGO
Compensation Actually Paid versus Adjusted ROIC*
LOGO
*
Adjusted ROIC is a
non-GAAP
financial measure. See Annex A to this Proxy Statement for a reconciliation to the most directly comparable GAAP financial measure.
ADM Proxy Statement 2024
 | 75


Executive Stock Ownership

LOGO

Executive Officer Stock Ownership

The following table shows the number of shares of our common stock beneficially owned as of April 4, 2024, directly or indirectly, by each of the named executive officers.

Executive

Common Stock

Beneficially Owned(1)

Options Exercisable

Within 60 Days

Percent of Class

J. R. LUCIANO

 2,398,947(2)  905,920 *

V. LUTHAR

 141,459(3)  28,366 *

R. B. JONES

   *

G. A. MORRIS

 253,021(4)   *

C. M. CUDDY

 268,329(5)   *

V. F. MACCIOCCHI

 255,598    *

*

Less than 1% of outstanding shares

(1)

Includes for each named executive officer stock options exercisable within 60 days. Does not include the following number of unvested RSUs since none of these RSUs vest within 60 days:

Unvested RSUs

J. R. Luciano

265,210

V. Luthar

22,214

R. B. Jones

70,308

G. A. Morris

49,015

C. M. Cuddy

47,364

V. F. Macciocchi

27,164

(2)

Includes 1,310,288 shares held in trust and 238 shares held by a family-owned limited liability company.

(3)

Includes 40,336 shares held in trust and 2,008 shares held in the 401(k) and ESOP.

(4)

Includes 679 shares held in the 401(k) and ESOP.

(5)

Includes 2,345 shares held in the 401(k) and ESOP.

Common stock beneficially owned as of April 4, 2024, by all directors, director nominees, and current executive officers (as of April 4, 2024) as a group, numbering 19 persons, is 3,473,635 shares representing 0.7% of the outstanding shares, of which 273,333 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 5,965 shares are held in the 401(k) and ESOP, 934,286 shares are unissued but are subject to stock options exercisable within 60 days, and no shares are subject to pledge.

76 | ADM Proxy Statement 2024


Equity Compensation Plan Information; Related Transactions

LOGO

Equity Compensation Plan Information at December 31, 20172023

 

Plan Category

Number of Securities

to be Issued Upon Exercise

of Outstanding Options,

Warrants, and Rights(a)

Weighted-Average Exercise

Price of Outstanding Options,

Warrants and Rights(b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))(c)

Number of
Securities

to be Issued
Upon Exercise

of Outstanding
Options,

Warrants, and
Rights*

Number of
Securities

to be Issued
Upon Exercise

of Outstanding
Options,

Warrants, and
Rights*

Weighted-
Average
Exercise Price
of Outstanding
Options,

Warrants and
Rights

Weighted-
Average
Exercise Price
of Outstanding
Options,

Warrants and
Rights

Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
First Column
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
First Column

Equity Compensation Plans
Approved by Security Holders

16,386,954(1)$31.19(2)7,911,795(3)

Equity Compensation Plans Approved by Security Holders

Equity Compensation Plans Approved by Security Holders

Equity Compensation Plans Approved by Security Holders

Equity Compensation Plans Approved by Security Holders

 6,957,212(1)  $61.24(2)  13,525,382(3) 
 

Equity Compensation Plans Not Approved by Security Holders

Total

16,386,954(1)$31.19(2)7,911,795(3)

Total

Total

Total

Total

 6,957,212(1)  $61.24(2)  13,525,382(3) 

(1) Consists of 1,231,851 shares to be issued upon exercise of outstanding options pursuant to our 2002 Incentive Compensation Plan, and 4,790,344 shares to be issued upon vesting of outstanding restricted stock units, 574,260 shares to be issued upon vesting of outstanding performance units, and 9,790,499 shares to be issued upon exercise of outstanding options pursuant to our 2009 Incentive Compensation Plan, all as of December 31, 2017.

(1)

Consists of 3,614,029 shares to be issued upon vest of outstanding RSUs, 1,718,252 shares to be issued upon vest of outstanding PSUs and PRSUs, and 1,624,931 shares to be issued upon exercise of outstanding options pursuant to the Company’s 2020 Incentive Compensation Plan all as of December 31, 2023.

(2) Weighted-average exercise price for outstanding stock options under our 2002 Incentive Compensation Plan and 2009 Incentive Compensation Plan. See footnote 1 above with respect to restricted stock units and performance share units granted under our 2009 Incentive Compensation Plan. The weighted-average exercise price does not take these awards into account.

(2)

Weighted-average exercise price for outstanding stock options.

(3) Consists of 7,911,795 shares available for issuance pursuant to our 2009 Incentive Compensation Plan as of December 31, 2017. Benefits which may be granted under the 2009 Incentive Compensation Plan are options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and cash-based awards.

(3)

Consists of shares available for issuance pursuant to the Company’s 2020 Incentive Compensation Plan, as of December 31, 2023. Benefits which may be granted under the 2020 Incentive Compensation Plan are options, stock appreciation rights, restricted stock and restricted stock units, performance shares, performance units and cash-based awards.

*

Based on target share amounts for PSUs and maximum share amounts for PRSUs. Number of PSUs issued would be 3,891,714 under the maximum payout conditions.

As of March 23, 2018, other than the Employee Stock Purchase Plan that is subject to approval byApril 4, 2024, our stockholders pursuant to Proposal No. 4 of this proxy statement, our companyCompany does not have any equity compensation plans that have not been approved by our stockholders.

Review and Approval of Certain Relationships and Related Transactions

Various policies and procedures of our company,Company, including our Code of Conduct, our bylaws, the charter of the Nominating/Nominating and Corporate Governance Committee, and annual questionnaires completed by all of our directors and executive officers, require the directors and executive officers to disclose and otherwise identify to the companyCompany the transactions or relationships that may constitutecould be viewed as constituting potential or actual conflicts of interest or otherwise require disclosure under applicable SEC rules as “related person transactions” between our companyCompany or its subsidiaries and related persons. For these purposes, a related person is a director, executive officer, nominee for director, or 5% stockholder of the companyCompany since the beginning of the last fiscal year and their immediate family members.

Although the company’sCompany’s processes vary with the particular transaction or relationship, in accordance with our Code of Conduct, directors, executive officers, and other companyCompany employees are directed to inform appropriate supervisory personnel as to the existence or potential existence of such a transaction or relationship. To the extent a related person is involved in the relationship or has a material interest in the transaction, the company’s practice, although not part of a written policy, is to refer considerationcharter of the matter to the Board orAudit Committee provides that the Audit Committee.Committee will review the transaction or relationship. The Audit Committee will evaluate various aspects of the transaction or relationship will be evaluated by the Board or the Committee, whichand will approve or ratify it if it is determined that the transaction or relationship is fair and in the best interests of the company.Company. Generally, transactions and series of related transactions of less than $120,000 are approved or ratified by appropriate companyCompany supervisory personnel and are not approved or ratified by the Board or a committee thereof.

Certain Relationships and Related Transactions

During the fiscal year ended December 31, 2017,2023, the brother of C.Christopher Cuddy, one of our named executive officers, was employed by our companyCompany as a vice president of our Golden Peanutstrategic accounts and Tree Nut business.earned total compensation of approximately $427,000 in fiscal 2023. The compensation for Mr. Cuddy’s brother is appropriate for his role and aligned to that of his peers’ compensation in accordance with the Company’s compensation philosophy and practices for those of equivalent experience and responsibilities. Such relationship was considered by the Audit Committee and found to be fair and in the best interests of our company.Company.

Additionally, during the fiscal year ended December 31, 2023, ADM purchased approximately $169,000 of grain from Flatland Farms, of which Christopher Cuddy is the sole proprietor. Such related transaction was considered by the Audit Committee and found to be fair and in the best interests of our Company.

 

50  ADM Proxy Statement 20182024 | 77


Proposal No. 3


REPORT OF THE AUDIT COMMITTEEProposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

 

LOGO

REPORT OF THE The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has appointed Ernst & Young LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Audit Committee no less than annually reviews Ernst & Young LLP’s independence and performance in connection with the Audit Committee’s determination of whether to retain Ernst & Young or engage another firm as our independent registered public accounting firm to assure continuing auditor independence. In the course of these reviews, the Audit Committee considers, among other things:

Ernst & Young’s historical and recent audit performance, including input from our Audit Committee and employees with substantial contact with Ernst & Young throughout the year about Ernst & Young’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by Ernst & Young and its audit team;

An analysis of Ernst & Young’s known legal risks and significant proceedings;

External data relating to audit quality and performance, including recent Public Company Accounting Oversight Board (“PCAOB”) reports on Ernst & Young and its peer firms;

The appropriateness of Ernst & Young’s fees, on both an absolute basis and as compared to its peer firms; and

Ernst & Young’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices, and internal control over financial reporting.

Ernst & Young LLP, or its predecessor firms, has served as our independent registered public accounting firm for more than 90 years. The Audit Committee believes that this long tenure results in higher quality audit work and greater operational efficiencies by leveraging Ernst & Young’s deep institutional knowledge of our global operations and businesses, accounting policies and practices, and internal controls. In conjunction with the required rotation of Ernst & Young’s lead engagement partner, the Audit Committee and its Chair are directly involved in the selection of Ernst & Young’s new lead engagement partner.

We are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young to our stockholders as a matter of good corporate practice. The members of the Audit Committee, and the Board of Directors, believe that the continued retention of Ernst & Young to serve as the Company’s independent registered public accounting firm is in the best interests of our Company and its stockholders. Representatives of Ernst & Young will be present at the meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

LOGOThe Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

78 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

LOGO

FEES PAID TO INDEPENDENT AUDITORS

The following table shows the aggregate fees paid to Ernst & Young LLP by us for the services it rendered during the fiscal years ended December 31, 2023, and December 31, 2022.

Description of Fees

20232022

Audit Fees(1)

$18,893,000$18,551,000

Audit-Related Fees(2)

$5,170,000$2,136,000

Tax Fees(3)

$2,216,000$2,679,000

All Other Fees(4)

$625,000$10,000

Total

$26,904,000$23,376,000

(1)

Includes fees for audit of annual financial statements, reviews of the related quarterly financial statements, audit of the effectiveness of our Company’s internal control over financial reporting, and certain statutory audits.

(2)

Includes fees for accounting and reporting assistance, due diligence for mergers and acquisitions, and audit-related work in connection with employee benefit plans of our Company.

(3)

Includes fees related to tax planning advice and tax compliance.

(4)

Includes fees for advisory services related to strategic transactions or divestitures.

AUDIT COMMITTEEPRE-APPROVAL POLICIES

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy. This policy provides that audit services engagement terms and fees, and any changes in such terms or fees, are subject to the specific pre-approval of the Audit Committee. The policy further provides that all other audit services, audit-related services, tax services, and permitted non-audit services are subject to pre-approval by the Audit Committee. All of the services Ernst & Young LLP performed for us during fiscal years 2023 and 2022 were pre-approved by the Audit Committee.

ADM Proxy Statement 2024 | 79


Report of the Audit Committee

LOGO

Report of the Audit Committee

The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the stockholders relating to the Company’s (i) financial statements and the financial reporting process, (ii) preparation of the financial reports and other financial information provided by the Company to any governmental or regulatory body, (iii) systems of internal accounting and financial controls, (iv) internal audit functions,function, (v) tax function, (vi) annual independent audit of the Company’s financial statements, (vi)(vii) major risk exposures, (vii)(viii) legal compliance and ethics programs as established by management and the Board, (viii)(ix) related-party transactions, and (ix)(x) performance of the compliance function.

The Audit Committee assures that the corporate information gathering, analysis, and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events, and conditions within the Company. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor. The Audit Committee ensures that the Company establishes, resources, and maintains a professional internal auditing function and that there are no unjustified restrictions or limitations imposed on such function. The Audit Committee reviews the effectiveness of the internal audit function and reviews and approves the actions relating to the General Auditor, including performance appraisals and related base and incentive compensation. The Audit Committee is comprised of fivesix independent directors, all of whom are financially literate and one of whom (T. K. Crews,(M.S. Burke, the Chairman)Chair) has been determined by the Board of Directors to be an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”).

Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the annual report with management, including a discussion of the quality — quality—not just the acceptability — acceptability—of the accounting principles, the reasonableness of significant judgments, the development and selection of the critical accounting estimates, and the clarity of disclosures in the financial statements. Also, the Audit Committee discussed with management education regarding compliance with the policies and procedures of the Company as well as federal and state laws.

The Audit Committee reviewed and discussed with the independent auditor, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, the effectiveness of the Company’s internal control over financial reporting, and the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) standardsand the SEC, including their judgment as to the quality — quality—not just the acceptability — acceptability—of the Company’s accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. In addition, the Audit Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor the auditor’s independence from management and the Company. The Audit Committee has adopted an Audit andNon-Audit ServicesPre-Approval Policy and considered the compatibility ofnon-audit services with the independent auditor’s independence. The Audit Committee recommended to the Board of Directors (and the Board of Directors approved) a hiring policy related to current and former employees of the independent auditor.

The Audit Committee discussed the Company’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern the Company’s risk assessment and risk management processes.

The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Company’s internal audit function, and the Company’s independent auditor. The Audit Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the accounting and financial controls, and the overall quality of the Company’s financial reporting. The Audit Committee met individually with members of management in executive session. The Audit Committee held nine meetings during fiscal year 2017.2023.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance, tenure, and independence of the Company’s independent auditor and determines whether tore-engage the current independent auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors’ global capabilities, and the auditors’ technical expertise and knowledge of the Company’s operations and industry. Based on this evaluation, the Audit Committee has appointed Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2018.2024. The members of the Audit Committee and the Board believe that, due to Ernst & Young LLP’s knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Com-

ADM Proxy Statement 201851


REPORT OF THE AUDIT COMMITTEE

panyCompany and its stockholders to continue retention of Ernst & Young LLP to serve as the Company’s independent auditor. Although the Audit

80 | ADM Proxy Statement 2024


LOGOREPORT OF THE AUDIT COMMITTEE — Report of the Audit Committee

LOGO

Committee has the sole authority to appoint the independent auditors, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice.

In relianceBased on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited financial statements be included in the Annual Report on Form10-K for the year ended December 31, 20172023, for filing with the SEC.

M. S. Burke, Chair

T. K. Crews, ChairmanColbert

P. DufourE. de Brabander

S. F. Harrison

P. J. Moore

F. J. Sanchez

D. A. Sandler

 

52  ADM Proxy Statement 20182024 | 81


PROPOSAL NO. 24

Proposal No. 4 — Stockholder Proposal — Independent Board Chairman

 

LOGO

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We expect the following proposal to be presented by a stockholder at the Annual Meeting. In accordance with SEC rules, the stockholder proposal is presented below as submitted by the stockholder. The Audit Committee is directly responsibleCompany disclaims all responsibility for the appointment, compensation, retention, and oversightcontent of the independent registered public accounting firm retained to auditproposal. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, owner of 100 shares, is the company’s financial statements. The Audit Committee has appointed Ernst & Young LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Ernst & Young LLP, or its predecessor firms, has served as our independent registered public accounting firm for more than 85 years.

The Audit Committee is responsible for the audit fee negotiations associated with our company’s retention of Ernst & Young LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be regular rotationproponent of the independent registered public accounting firm. In conjunction with the required rotation of Ernst & Young LLP’s lead engagement partner, the Audit Committee and itsfollowing stockholder proposal.

STOCKHOLDER PROPOSAL

Proposal 4—Independent Board Chairman are directly involved in the selection of Ernst & Young LLP’s new lead engagement partner.

We are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, our Board is submitting the selection of Ernst & Young LLP to our stockholders as a matter of good corporate practice. The members of the Audit Committee, and

LOGO

Shareholders request that the Board of Directors believe that the continued retention of Ernst & Young LLP to serve as the company’s independent registered public accounting firm is in the best interests of our company and its stockholders. Representatives of Ernst & Young LLP will attend the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

Fees Paid to Independent Auditors

The following table shows the aggregate fees paid to Ernst & Young LLP by us for the services it rendered during the fiscal years ended December 31, 2017 and December 31, 2016.

Description of Fees

                               2017                                                           2016                            

Audit Fees(1)

  $15,568,000  $14,757,000

Audit-Related Fees(2)

  1,375,000  3,933,000

Tax Fees(3)

  1,591,000  583,000

All Other Fees(4)

  604,000  1,728,000

Total

  $19,138,000  $21,001,000

(1) Includes fees for audit of annual financial statements, reviews of the related quarterly financial statements, audit of the effectiveness of our company’s internal control over financial reporting, certain statutory audits, and SEC filings.

(2) Includes fees for accounting and reporting assistance, 1ADM business transformation program assessment, due diligence for mergers and acquisitions which reflects decreased portfolio actions by the company in 2017, and audit-related work in connection with employee benefit plans of our company.

(3) Includes fees related to tax planning advice, tax return preparation, and expatriate tax services.

(4) Includes fees for advisory services related to strategic initiatives.

Audit CommitteePre-Approval Policies

The Audit Committee has adoptedadopt an Audit andNon-Audit ServicesPre-Approval Policy. This policy provides that audit services engagement terms and fees, and any changes in such terms or fees, are subject to the specificpre-approval of the Audit Committee. The policy further provides that all other audit services, audit-related services, tax services, and permittednon-audit services are subject topre-approval by the Audit Committee. All of the services Ernst & Young LLP performed for us during fiscal years 2017 and 2016 werepre-approved by the Audit Committee.

ADM Proxy Statement 201853


PROPOSAL NO. 3

PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, the following proposal provides our stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. In considering your vote, you may wish to review the “Compensation Discussion and Analysis” discussion herein, which provides details as to our compensation policies, procedures, and decisions regarding the named executive officers, as well as the Summary Compensation Table and other related compensation tables, notes, and narrative disclosures in this proxy statement. This vote is not intended to address any specific element of our executive compensation program, but rather the overall compensation program for our named executive officers.

The Compensation/Succession Committee, which is comprised entirely of independent directors, and our Board of Directors believe that the executive compensation policies, procedures, and decisions made with respect to our named executive officers are competitive, are based on ourpay-for-performance philosophy, and are focused on achieving our company’s goals and enhancing stockholder value.

Accordingly, for the reasons discussed above and in the “Compensation Discussion and Analysis” section of this proxy statement, the Board asks our stockholders to vote FOR the adoption of the following resolution to be presented at the Annual Meeting of Stockholders in 2018:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis section, the compensation tables, and the related narrative disclosure in this Proxy Statement.

Although this advisory vote is not binding on our Board of Directors, the Board and the Compensation/Succession Committee will review and expect to take into account the outcome of the vote when considering future executive compensation decisions.

The Board of Directors recommends that you vote FOR the approval of the advisory resolution on the compensation of our company’s named executive officers, as disclosed in this proxy statement. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

54ADM Proxy Statement 2018


PROPOSAL NO. 4

PROPOSAL NO. 4 — APPROVAL OF THE ADM EMPLOYEE STOCK PURCHASE PLAN

Introduction

We are asking our stockholders to approve the ADM Employee Stock Purchase Plan (the “Plan”), which is intended to be a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code (the “Code”). The Plan was approved by our Board of Directors on February 8, 2018.

The purpose of the Plan is to provide our employees with a convenient means of purchasing shares of our common stock at a discount to market prices through the use of payroll deductions. The full text of the Plan is contained in Annex Bto this proxy statement, and the material features of the Plan are summarized below.

Administration

The Compensation/Succession Committee of our Board of Directors (the “Committee”) is authorized to administer the Plan. The Committee has full authority to adopt rules and procedures to administer the Plan, to interpret the provisions of the Plan, to determine the terms and conditions of offerings under the Plan, to designate which of our subsidiaries may participate in the Plan, and to adopt rules, procedures, andsub-plans to permit employees of foreign subsidiaries to participate in the Plan on a basis intended to achieve tax, securities law, or other compliance objectives in locations outside of the United States. All costs and expenses incurred for Plan administration are paid by us.

Securities Subject to the Plan

Up to 4,000,000 shares of our common stock may be purchased by participants under the Plan. The shares are to be made available from authorized but unissued shares of our common stock. Any shares issued under the Plan will reduce, on aone-for-one basis, the number of shares available for subsequent issuance under the Plan. In the event of any change to our outstanding common stock, such as a recapitalization, stock dividend, stock split, or similar event, appropriate adjustments will be made to the number and class of shares available under the Plan, the limit on the number of shares that a participant may purchase during any purchase period, and the number, class, and purchase price of shares subject to purchase under any pending offering.

Eligibility and Participation

With one exception, any individual employed by our company or any participating subsidiary corporation is eligible to participate in the Plan. However, no employee who owns stock possessing 5% or more of the total combined voting power or value of all classes of our stock or the stock of any of our subsidiaries may participate in the Plan. The Committee may, consistent with the requirements of Section 423, impose additional eligibility requirements for individual offerings under the Plan. As of March 12, 2018, we estimate that approximately 18,000 employees, including our nine executive officers, were eligible to participate in the Plan.

Eligible employees may enroll in the Plan and begin participating at the start of any purchase period.

Purchase Periods and Purchase Dates

Shares of common stock will be offered under the Plan through a series of offerings, each of which consists of a single purchase period of six months, or such other duration (up to 27 months) as the Committee may prescribe. If our stockholders approve this proposal, we expect that our shares will be offered under the Plan through a series of successivesix-month purchase periods that are expected to commence on July 1, 2018 and on the first day of July and January thereafter. Purchases under the Plan are expected to occur on the last trading day of June and December each year.

Purchase Price

Unless a lesser purchase price is established by the Committee, the purchase price of each of common stock sold pursuant to the Plan will be 95% of the fair market value of a share of common stock on the purchase date at the end of the applicablesix-month purchase period. In no event will the purchase price be less than 85% of the fair market value of a share of our common stock on the purchase date.

The fair market value of a share of our common stock on any relevant date under the Plan will be deemed to be equal to the closing sale price per share on such date on the New York Stock Exchange. The closing sale price of our common stock on the New York Stock Exchange on March 12, 2018 was $44.53 per share.

ADM Proxy Statement 201855


PROPOSAL NO. 4

Payroll Deductions and Stock Purchases

Each participant may elect to have a percentage of eligible compensation between 1% and 10% withheld as a payroll deduction per pay period. The accumulated deductions will automatically be applied on each purchase date (the last trading day of a purchase period) to the purchase of shares of our common stock at the purchase price in effect for that purchase date. In connection with specific offerings under the Plan, the Committee may permit participants to make additional contributions other than by payroll deductions during the applicable purchase period. For purposes of the Plan, eligible compensation generally includes cash compensation including wages, salary, commission, and overtime earnings, and excludes bonuses, company 401(k) contributions, amounts deferred to anon-qualified deferred compensation plan, expense reimbursements and allowances, and income with respect to equity-based awards.

Special Limitations

The Plan imposes certain limitations upon a participant’s right to purchase our common stock under the Plan, including the following:

A participant may not be granted rights to purchase more than $25,000 worth of our common stock (valued at the time each purchase right is granted) for each calendar year in which such purchase rights are outstanding.

No participant may purchase more than 1,000 shares of our common stock (or such other number of shares as the Committee may designate for a specific offering) on any one purchase date.

Changing Contribution Amounts; Withdrawal from Plan

A participant may decrease or increase the amount of his or her payroll deduction contributions effective as of the first day of the next purchase period. A participant may also decrease the amount of his or her payroll deduction contributions during a purchase period. A participant may withdraw from the Plan at any time, and his or her accumulated (but not yet invested) contributions to the Plan will be refunded.

Termination of Employment

A participant’s purchase right will immediately terminate upon his or her termination of employment for any reason. Any payroll deductions that the participant may have made for the purchase period in which such termination of employment occurs will be refunded and will not be applied to the purchase of common stock.

Stockholder Rights

No participant will have any stockholder rights with respect to the shares covered by his or her purchase rights under the Plan until the shares are actually purchased on the participant’s behalf through the Plan and issued and delivered.

Transferability

No purchase rights under the Plan will be assignable or transferable by the participant, except by will or the laws of inheritance following a participant’s death. Unless otherwise provided in connection with a specific offering, shares of common stock purchased through the Plan by a participant may not be sold by the participant prior to the later of two years after the first day of the purchase period in which the shares were acquired or more than one year after the actual purchase date of the shares.

Corporate Transactions

If our company is acquired by merger, consolidation, or other reorganization, or sells all or substantially all its assets, each right to acquire shares on any purchase date scheduled to occur after the date of the consummation of the acquisition transaction shall be continued or assumed or an equivalent right shall be substituted by the surviving or successor corporation or its parent or subsidiary. If those rights are not continued, assumed, or substituted, then our Board of Directors may terminate the Plan or shorten the purchase period then in progress by setting a new purchase date to occur prior to the transaction.

Share Proration

Should the total number of shares of common stock to be purchased pursuant to outstanding purchase rights on any particular purchase date exceed the number of shares remaining available for issuance under the Plan at that time, the Committee will make a pro rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each participant not used to purchase shares will be refunded.

56ADM Proxy Statement 2018


PROPOSAL NO. 4

Amendment and Termination

The Plan may be terminated at any time by the Board of Directors, and will terminate upon the date on which all shares remaining available for issuance under the Plan are sold pursuant to exercised purchase rights.

The Committee may at any time amend or suspend the Plan. However, the Committee may not, without stockholder approval, amend the Plan to (i) increase the number of shares issuable under the Plan, (ii) effect any other change in the Plan that would require stockholder approval under applicable law or the New York Stock Exchange rules, or (iii) effect any other change in the Plan that would require stockholder approval in order to maintain compliance with Code Section 423.

U.S. Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to the company and to participants subject to U.S. taxation with respect to participation in the Plan. This summary assumes the Plan qualifies as an “employee stock purchase plan” within the meaning of Code Section 423, is not intended to be exhaustive and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may reside.

Under a qualified Code Section 423 arrangement, no taxable income will be recognized by a participant, and no deductions will be allowed to the company, upon either the grant or the exercise of purchase rights under the Plan. Taxable income will not be recognized until either there is a sale or other disposition of the shares acquired under the Plan or in the event the participant dies while still owning the purchased shares.

If a participant sells or otherwise disposes of the purchased shares within two years after the first day of the purchase period in which such shares were acquired, or within one year after the actual purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the closing market price of the shares on the purchase date exceeded the purchase price paid for those shares, and the company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess. The participant also will recognize a capital gain to the extent the amount realized upon the sale of the shares exceeds the sum of the aggregate purchase price for those shares and the ordinary income recognized in connection with their acquisition.

If a participant sells or otherwise disposes of the purchased shares more than two years after the first day of the purchase period in which the shares were acquired and more than one year after the actual purchase date of those shares, the participant will recognize ordinary income in the year of sale or disposition equal to the lower of (i) the amount by which the selling price of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) 5% of the closing market price of the shares on the first day of the purchase period in which the shares were acquired (or such purchase price discount provided by the Committee for the purchase period, not to exceed 15%). Any additional gain upon the disposition will be taxed as a long-term capital gain. The company will not be entitled to an income tax deduction with respect to such disposition.

If a participant still owns the purchased shares at the time of death, his or her estate will recognize ordinary income in the year of death equal to the lower of (i) the amount by which the closing market price of the shares on the date of death exceeds the purchase price or (ii) 5% of the closing market price of the shares on the first day of the purchase period in which those shares were acquired (or such purchase price discount provided by the Committee for the purchase period, not to exceed 15%).

Plan Benefits

The benefits to be received by our officers and employees under the Plan are not determinable because the amounts of future purchases by participants are based on elective participant contributions.

The Board of Directors recommends that you vote FOR the approval of the Plan. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

ADM Proxy Statement 201857


PROPOSAL NO. 5

PROPOSAL NO. 5 — STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN

Text of Stockholder Proposal

Proposal 5 — Independent Board Chairman

Shareholders request our Board of Directors to adopt asenduring policy, and amend ourthe governing documents as necessary to require henceforthin order that 2 separate people hold the Chairoffice of the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board of Directors, whenever possible, toshall be an independent member of the Board. Independent Director.

The Board would haveCompany has the discretion to phaseselect a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.

Although it is a best practice to adopt this proposal soon this policy could be phased in this policywhen there is a contract renewal for our current CEO or for the next CEO transition, implemented so it does not violate any existing agreement.transition.

If the Board determines that a Chair who was independent when selectedThis proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic.

A lead director is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.

Caterpillar is an example of a company recently changing course and namingsubstitute for an independent board chairman. Caterpillar had strongly opposedA lead director cannot call a special shareholder proposal for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also changed coursemeeting and named an independent board chairman in 2016.

It was reported that 53%cannot even call a special meeting of the Standard & Poors 1,500 firms separate these 2 positions (2015 report):board. A lead director can delegate most of his lead director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.

A lead director can be given a list of duties but there is no rule that prevents the Chairman and CEO. This proposal topic won50%-plus support at 5 major U.S. companiesfrom overriding the lead director in 2013 including73%-support at Netflix.any of the so-called lead director duties.

This proposal topic won 47% support at our 2014 annual meeting. This47%-support would have been higher (perhaps 51%) if small shareholders had the same access to corporate governance information as large shareholders. PlusMr. Juan Luciano, ADM Chairman/CEO was one of 3 ADM directors who each received more than 27 million against votes in 2014 our stock was above $50.

Also there was weakness in our board with Directors Kelvin Westbrook and2023. Mr. Patrick Moore, receiving our highest negativewith 21-years excessive tenure, received more against votes by farthan Mr. Luciano.

The lackluster performance of ADM stock is one more reason to vote for this proposal. ADM stock fell from $97 to $72 in 2017. They each had long-tenure which can impair the independence of a director. Independencelate 2022 compared to late 2023. Now is a highly valuable attribute ingood time for a director.change for the better.

A number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees’ Retirement System’s Global Principles of Accountable Corporate Governance recommends that a company’s board should be chaired by an independent director, as does the Council of Institutional Investors. An independent director serving as chairman can help ensure the functioning of an effective board.

Please vote to enhance CEO accountability to shareholders:yes:

Independent Board Chairman — Chairman—Proposal 54

Recommendation of the Board of Directors AGAINST the

82 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 4 Proposal No. 4 — Stockholder Proposal – Independent Board Chairman

LOGO

RECOMMENDATION OF THE BOARD OF DIRECTORSAGAINSTTHE STOCKHOLDER PROPOSAL

The Board has carefully considered the above proposal, believes the proposal is not in the best interests of ADM and its stockholders for the reasons set forth below, and recommends that stockholders vote against the proposal for the following reasons:proposal.

The Company’s Lead Director Ensures Strong Independent Board Leadership

Our independent directors elect our Lead Director, who has well-defined responsibilities as set forth in our Corporate Governance Guidelines that ensure our Board provides effective independent oversight of management. The Board expanded these responsibilities since our last annual meeting in the areas of determining performance criteria for evaluating the Chief Executive Officer, evaluating the Board, committees and individual directors, and planning for management succession.

Our Lead Director:

Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and regularly meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions;

Coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors;

Consults with the Chairman and approves all meeting agendas, schedules and information provided to the Board, and may, from time to time, invite corporate officers, other employees and advisors to attend Board or committee meetings whenever deemed appropriate;

Interviews, along with the Chairman and the Chair and members of the Nominating/Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Corporate Governance Committee;

 

58

The Board believes it is important to maintain the flexibility to implement the leadership structure best suited for the Company and its stockholders based on the Company’s circumstances at any given time.

 
ADM Proxy Statement 2018

The Board regularly reviews and assesses the Board leadership structure, and considers the merits of alternative structures as part of its evaluation.

In the event the Board Chair and Chief Executive Officer roles are held by the same individual, the independent directors elect a Lead Director with extensive, well-defined responsibilities to ensure the Board provides effective independent oversight of management.


PROPOSAL NO. 5

Advises the Nominating/Corporate Governance Committee on the selection of members of the Board committees;

Advises the Board committees on the selection of committee chairs;

Works with the Chairman and Chief Executive Officer to propose a schedule of major discussion items for the Board;

Guides the Board’s governance processes;

Provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict;

Has the authority to call meetings of the independent directors;

If requested by major stockholders, ensures that he is available for consultation and direct communication;

Leads thenon-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer;

Works with the Chair of the Compensation/Succession Committee to guide the Board’s discussion of management succession plans;

Works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees and individual directors; and

Performs such other duties and responsibilities as the Board may determine.

In addition to having a Lead Director position with significant responsibilities, the Company has a number of governance structures in place to support the independent operation of the Board:

Ten out of eleven of the current directors — all directors other than Mr. Luciano — are independent under the standards of the New York Stock Exchange;

The Board’s Audit Committee, Compensation/Succession Committee, and Nominating/Corporate Governance Committee are composed solely of independent directors;

Non-management directors meet privately in executive session presided over by the Lead Director at least quarterly, and if any of thenon-management directors are not independent pursuant to the Board’s independence determination, at least one executive session each year will include only independent directors;

Non-management directors determine the performance criteria for evaluating the Chief Executive Officer and perform the annual performance review of the Chief Executive Officer;

Directors have full and free access to the officers and employees of the Company; and

The Board and each committee of the Board has the power to retain experts or advisors without consulting or obtaining the approval of any officer of the Company.

The Board Should Continue to Have Flexibility to Determine Board Leadership Structure is in the Best Interest of the Company and its Business Judgment Whether to Separate or Combine the Roles of Chairman and Chief Executive OfficerStockholders

The Board believes it is important to maintain the flexibility to use its business judgment to choose whether to separate the ChairmanBoard Chair and Chief Executive Officer roles at the Company. The Board believes the proposed policy would be detrimental to the Company because it would remove the Board’s flexibility and narrow the governance arrangements that the Board may consider. With its deep and diverse experience in business and governance, its in-depth knowledge of the Company’s leadership team, as well as its understanding of the Company, the Board is in the best position to make a determination of the Board leadership structure that is best suited for the Company at any given time. The Company participates in competitive and dynamic industries, and the Board believes that the circumstances and challenges facing the Company, as well as the individual skills, qualifications, and experiences that make for an effective Board Chair, will vary over time. Therefore, the Board believes that, depending on the Company’s circumstances at any given point in time, it may not be in the best interests of the Company orand its stockholders to have a Chairman who is an independent director for a variety of reasons. Overall,reasons to have the Company’s Chief Executive Officer also serve as the Board believes it should be allowed to use its business judgment to select the director it believes is best suited to serve as Chairman and to change that determination as facts and circumstances change.Chair.

The Board Regularly Reviews and Assesses Board Leadership Structure

The Board regularly reviews its governance processes including its leadership structure, and will makemakes determinations based upon the best interests of the Company and its stockholders at that time. The Board considers, among other things, the changing needs and circumstances of the Board and the Company, the potential benefits and drawbacks of alternative leadership structures, and evolving corporate governance best practices (which show, accordingpractices. According to the Spencer Stuart U.S. Board Index 2017, that 72%2023, approximately 61% of S&P 500 companies do not have an independent board chairman).chair. The Board also considers current trends and stockholder feedback received through engagement and votes on stockholder proposals (such asproposals—including the similar proposals to separate the Board Chair and Chief Executive Officer roles voted on by stockholders in 2014, 2015, 2018, and 2015, neither2023, none of which received the support of stockholders holding a majority of the Company’s stockholders).shares of common stock, with the percentage of stockholders supporting the proposals declining in each subsequent vote from 2014 to 2023. Based on engagement with some of the Company’s largest stockholders over the past year in 2023, and as reiterated by the declining stockholder vote for similar shareholder proposals at the Company in the past ten years, we believe many of our investors continue to support the Board’s approach to maintain flexibility to choose the best leadership structure for the Company.

Our Lead Director and the Board’s Corporate Governance Practices Support Effective Independent Oversight and Leadership

Each year, if the Board Chair is not independent, our independent directors elect a Lead Director. Our Lead Director has extensive, well-defined responsibilities as set forth in our Corporate Governance Guidelines to ensure our Board provides effective independent oversight of management. Our Lead Director:

 

Presides at all meetings of the Board at which the Board Chair is not present, including executive sessions of the independent directors, and regularly meets with the Board Chair and Chief Executive Officer for discussion of appropriate matters arising from these sessions;

Has the authority to call, and set the agendas for, meetings of the independent directors;

Coordinates the activities of the other independent directors and serves as liaison between the Board Chair and the independent directors;

Consults with the Board Chair and approves all meeting agendas, schedules, and information provided to the Board, and may, from time to time, invite corporate officers, other employees, and advisors to attend Board or committee meetings whenever deemed appropriate;

Interviews, along with the Board Chair and the Chair and members of the Nominating and Corporate Governance Committee, all director candidates and makes recommendations to the Nominating and Corporate Governance Committee;

Advises the Nominating and Corporate Governance Committee on the selection of members of the Board committees;

ADM Proxy Statement 20182024 | 83


LOGO 59PROPOSAL NO. 4 — Proposal No. 4 — Stockholder Proposal – Independent Board Chairman


PROPOSAL NO. 5LOGO

 

Advises the Board committees on the selection of committee chairs;

Works with the Board Chair and Chief Executive Officer to propose a schedule of major discussion items for the Board;

Guides the Board’s governance processes;

Provides leadership to the Board if circumstances arise in which the role of the Board Chair or Chief Executive Officer may be, or may be perceived to be, in conflict;

If requested by major stockholders, ensures that the Lead Director is available for consultation and direct communication;

Leads the non-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer;

Works with the Chair of the Compensation and Succession Committee to guide the Board’s discussion of management succession plans;

Works with the Chair of the Nominating and Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors;

Works with the Chair of the Sustainability and Corporate Responsibility Committee to set sustainability and corporate responsibility objectives; and

Performs such other duties and responsibilities as the Board may determine.

In addition to having a Lead Director position with significant responsibilities, the Company has a number of governance structures in place to support the independent oversight function of the Board and provide an effective framework for overseeing management, including the Chief Executive Officer:

Ten out of the eleven current directors—all directors other than Mr. Luciano—are independent under the standards of the New York Stock Exchange and our Company bylaws.

Non-management directors determine the performance criteria for evaluating the Chief Executive Officer and perform the annual performance review of the Chief Executive Officer.

The Board’s Audit Committee, Compensation and Succession Committee, Nominating and Corporate Governance Committee, and Sustainability and Corporate Responsibility Committee are composed solely of independent directors.

The Board and each standing committee annually conduct evaluations of their performance. Directors annually evaluate each other, and these evaluations are used to assess future re-nominations to the Board.

Non-management directors meet privately in executive session presided over by the Lead Director at least quarterly, and if any of the non-management directors are not independent pursuant to the Board’s independence determination, at least one executive session each year will include only independent directors.

The Board and each committee of the Board has the power to retain experts or advisors without consulting or obtaining the approval of any officer of the Company.

Directors are elected annually with a majority voting standard for uncontested elections.

Directors have full and unrestricted access to the officers and employees of the Company.

Holders of 10% or more of our common stock have the ability to call a special meeting of stockholders.

Our bylaws include a proxy access provision under which a stockholder or group of up to 20 stockholders that has owned at least 3% of our common stock for at least 3 years may submit nominees for up to 20% of the board seats for inclusion in our proxy statement.

In addition, the Board’s independent oversight is bolstered by the Board’s ongoing refreshment. Five of the ten independent directors have joined the Board since 2018, bringing fresh and diverse perspectives to the Board.

The Current Leadership Structure is the Most Effective for the Company

At present, the independent directors have unanimously determined that the Company is well-served by having both Chairmanthe Board Chair and Chief Executive Officer roles performed by Mr. Luciano, who provides excellentbusiness strategic leadership and direction for both management and the Board and who facilitates the flow of business information and communications. ThisHaving been appointed as Chief Executive Officer in January 2015, and as Chair of the Board in January 2016, Mr. Luciano possesses unparalleled knowledge of our business, products, and operations, as well as experience navigating opportunities and challenges particular to ADM. With his insight into ADM’s business, he is also able to provide strategic direction for the Board, acting together with the independent Lead Director.

Mr. Crews, who has served as our independent Lead Director since May 2023, provides strong independent leadership and oversight. Mr. Crews joined our Board in 2011. His tenure allows him to have a deep understanding of the Company’s strategy, business, products, and goals. Mr. Crews is a seasoned leader having retired from Monsanto in 2009 following a 32-year tenure with the company that culminated in

84 | ADM Proxy Statement 2024


LOGOPROPOSAL NO. 4 — Proposal No. 4 — Stockholder Proposal – Independent Board Chairman

LOGO

nearly a decade of service as its executive vice president and chief financial officer. Recognized by the NACD Directorship 100 for his leadership, excellence, and integrity in corporate governance, Mr. Crews is well-qualified to serve in the role of Lead Director. The Board believes that the current structure allowsenhances Company performance by allowing our Chief Executive Officer to speak for and lead the Company and Board, while also providing for effective oversight and governance by an independent Board through the independent Lead Director. The high level of contact and communication between our Lead Director and our Board Chair throughout the year and the specificity contained in the Lead Director’s responsibilities also serve to enhance effective Board leadership.

Summary

The Board believes that maintaining its flexibility to implement the leadership structure best suited for the Company and its stockholders based on the Company’s circumstances at any given time is critical. Adopting the proposed policy is unnecessary and would be detrimental to the Company and its stockholders because it would remove the Board’s flexibility and narrow the governance arrangements that the Board may consider. Accordingly, the Board of Directors recommends that stockholders vote AGAINST this stockholder proposal. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.

 

60
LOGO THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.

ADM Proxy Statement 20182024 | 85


SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER MATTERSSubmission of Stockholder Proposals and Other Matters

 

LOGO

DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALSDeadline for Submission of Stockholder Proposals

Proposals of stockholders, including nominations for director, intended to be presented at the next annual meeting and desired to be included in our proxy statement for that meeting must be received by the Company’s Corporate Secretary, Archer-Daniels-Midland Company,addressed to ADM, Attn: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, no later than November 23, 2018,December 11, 2024, and, in the case of nominations for director, no earlier than October 24, 2018,November 11, 2024, in order to be included in such proxy statement. These proposals and nominations must also meet all the relevant requirements of our bylaws in order to be included in our proxy statement. Generally, if written notice

Notice of anya stockholder proposal intended to be presented at the next annual meeting, andbut not included in our proxy statement for that meeting, is notmust be delivered to the Secretary at the above address between January 23, 2025 and February 2, 2019 and March 4, 201922, 2025 (or, if the next annual meeting is called for a date that is not within the period from April 3, 201923, 2025 to June 2, 2019, if22, 2025, such notice is not somust be delivered by the close of business on the tenth day following the earlier of the date on which notice of the date of such annual meeting is mailedgiven or public disclosure of the date of such annual meeting is made), or if such. The notice does not containmust set forth the information required by Section 1.4(c)our bylaws.

In addition to satisfying the foregoing requirements, in order to comply with the universal proxy rules, a stockholder who intends to solicit proxies in support of our bylaws,director nominees for election at the chair of thenext annual meeting, may declareother than the Company’s nominees, must provide notice that such stockholder proposal be disregarded.sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025.

Stockholders with the Same Address

Individual stockholders sharing an address with one or more other stockholders may elect to “household” the mailing of the proxy statement and our annual report. This means that only one annual report and proxy statement will be sent to that address unless one or more stockholders at that address specifically elect to receive separate mailings. Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not affect dividend check mailings. We will promptly send a separate annual report and proxy statement to a stockholder at a shared address on request. Stockholders with a shared address may also request us to send separate annual reports and proxy statements in the future, or to send a single copy in the future if we are currently sending multiple copies to the same address.

Requests related to householding should be made in writing and addressed to Investor Relations, Archer-Daniels-Midland Company,ADM, 4666 Faries Parkway, Decatur, Illinois 62526-5666, or by calling our Investor Relations at217-424-5656. If you are a stockholder whose shares are held by a bank, broker, or other nominee, you can request information about householding from your bank, broker, or other nominee.

Receiving Future Proxy Materials Electronically

Stockholders can elect to view future proxy statements and annual reports over the Internet instead of receiving copies in the mail. Taking this step will save the Company the cost of producing and mailing these documents. You can:

follow the instructions provided on your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials; or

go to www.proxyvote.com and follow the instructions provided

If you choose to receive future proxy statements and annual reports over the Internet, you will receive an email message next year containing the Internet address to access future proxy statements and annual reports. This email will include instructions for voting over the Internet. If you have not elected electronic delivery, you will receive either printed materials in the mail or a notice indicating that the proxy solicitation materials are available at www.proxyvote.com.

86 | ADM Proxy Statement 2024


LOGOSUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER MATTERS — Principal Holders of Voting Securities

LOGO

Principal Holders of Voting Securities

Based upon filings with the SEC, we believe that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:

Name and Address of Beneficial Owner

AmountPercent of Class

The Vanguard Group

100 Vanguard Blvd., Malvern, PA 19355

 60,505,871(1)  12.06

BlackRock, Inc.

50 Hudson Yards, New York, NY 10001

 45,312,186(2)  9.03

State Farm Mutual Automobile Insurance Company and related entities

One State Farm Plaza, Bloomington, IL 61710

 34,018,681(3)  6.78

State Street Corporation

One Congress Street, Suite 1, Boston, MA 02114

 30,944,674(4)  6.17

(1)

Based on a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group has sole dispositive power with respect to 58,183,949 shares, shared voting power with respect to 708,988 shares, and shared dispositive power with respect to 2,312,922 shares.

(2)

Based on a Schedule 13G/A filed with the SEC on January 25, 2024, BlackRock, Inc. has sole voting power with respect to 40,654,339 shares and sole dispositive power with respect to 45,312,186 shares.

(3)

Based on a Schedule 13G/A filed with the SEC on February 12, 2024, State Farm Mutual Automobile Insurance Company and related entities have sole voting and dispositive power with respect to 33,884,596 shares and shared voting and dispositive power with respect to 134,085 shares.

(4)

Based on a Schedule 13G/A filed with the SEC on January 25, 2024, State Street Corporation has shared voting power with respect to 21,742,455 shares and shared dispositive power with respect to 30,911,722 shares.

Other Matters

It is not contemplated or expected that any business other than that pertaining to the subjects referred to in this proxy statement will be brought up for action at the meeting, but in the event that other business does properly come before the meeting calling for a stockholders’ vote, the named proxies will vote thereon according to their best judgment in the interest of our company.Company.

By Order of the Board of Directors

ARCHER-DANIELS-MIDLAND COMPANY

 

LOGOLOGO

D. C. Findlay,Regina B. Jones, Corporate Secretary

March 23, 2018April 10, 2024

 

ADM Proxy Statement 2018612024 | 87


ANNEXAnnex A

DEFINITION AND RECONCILIATION OFNON-GAAP MEASURES

 

LOGO

DEFINITION AND RECONCILIATION OFNON-GAAP MEASURESDefinition and Reconciliation of Non-GAAP Measures

We use Adjusted ROIC to mean “Adjusted ROIC Earnings” divided by “Adjusted Invested Capital”. Adjusted ROIC Earnings is the Company’s net earnings attributable to controlling interests adjusted for theafter-tax effects of interest expense changes in the LIFO reserve, and other specified items. Adjusted Invested Capital is the average ofquarter-end amounts for the trailing four quarters, with each suchquarter-end amount being equal to the sum of the Company’s equity (excluding noncontrolling interests), interest-bearing liabilities, and theafter-tax effect of the LIFO reserve, and other specified items. Management uses Adjusted ROIC to measure the Company’s performance by comparing Adjusted ROIC to the Company’s weighted average cost of capital, or WACC.capital.

Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for specified items. Adjusted EPS is defined as diluted Earnings Per Share adjusted for the effects on reported diluted EPS of certain specified items. Management believes Adjusted EBITDA and Adjusted EPS are useful measures of the Company’s performance because they provide investors additional information about the Company’s operations allowing better evaluation of underlying business performance and betterperiod-to-period comparability.

Adjusted economic value added (EVA)Segment operating profit is the Company’s trailing 4-quarter economic value added adjusted for LIFO and otherconsolidated income from operations before income tax excluding corporate items. Adjusted segment operating profit, a non-GAAP financial measure, is segment operating profit excluding specified items. The Company calculates economic value added by comparing ADM’s trailing 4-quarterManagement believes that segment operating profit and adjusted returns to its Annual WACC multiplied by adjusted invested capital. Adjusted economic value added is a non-GAAP financial measure and is not intended to replace or be an alternative to GAAP financial measures.segment operating profit are useful measures of the Company’s performance because they provide investors information about the Company’s business unit performance excluding corporate overhead costs as well as specified items.

Adjusted ROIC, Adjusted ROIC Earnings, Adjusted Invested Capital, Adjusted EBITDA, Adjusted EPS, and Adjusted EPSSegment Operating Profit arenon-GAAP financial measures and are not intended to replace or be alternatives to GAAP financial measures. The following tables present the calculation of Adjusted ROIC and reconciliations of Adjusted ROIC Earnings to net earnings attributable to controlling interests,ADM, the most directly comparable amount reported under GAAP; of Adjusted Invested Capital to Total Shareholders’ Equity, the most directly comparable amount reported under GAAP; of Adjusted EBITDA to net earnings before income taxes,attributable to ADM, the most directly comparable amount reported under GAAP; of Adjusted EPS to diluted EPS, the most directly comparable amount reported under GAAP; and the calculations of Adjusted EVASegment Operating Profit and Adjusted Segment Operating Profit to earnings before income taxes, the most directly comparable amount reported under GAAP.

ADJUSTED ROIC for the year ended December 31, 2017.(1) CALCULATION (YEARS ENDED DECEMBER 31)

2023—Adjusted ROIC Earnings $4,118* ÷ Adjusted Invested Capital $33,843* = 12.2%

2022—Adjusted ROIC Earnings $4,732* ÷ Adjusted Invested Capital $34,756* = 13.6%

2021—Adjusted ROIC Earnings $3,158* ÷ Adjusted Invested Capital $31,634* = 10.0%

2020—Adjusted ROIC Earnings $2,260* ÷ Adjusted Invested Capital $29,410* = 7.7%

 

*

ADJUSTED EVA(1) CALCULATION (TWELVE MONTHS ENDED DECEMBER 31, 2017)in millions

  Adjusted ROIC 6.4% less Annual WACC 6.0% x Adjusted Invested Capital $24,850* = $99*

 

ADJUSTED ROIC(1) CALCULATION (TWELVE MONTHS ENDED DECEMBER 31, 2017)

  Adjusted ROIC Earnings $1,594* ÷ Adjusted Invested Capital $24,850* = 6.4%

  Adjusted ROIC Earnings including biodiesel blender’s tax credit $1,717* ÷ Adjusted Invested Capital including biodiesel blender’s tax credit $24,881* = 6.9%

*in millions

ADJUSTED ROIC EARNINGS(1)
(IN MILLIONS)
 

Quarter Ended

 

Four Quarters

Ended

          Mar 31, 2017                 Jun 30, 2017                 Sep 30, 2017                 Dec 31, 2017                 Dec 31, 2017        

Net earnings attributable to ADM

 $339 $276 $192 $788 $1,595

Adjustments:

          

Interest expense

 81 86 79 84 330

LIFO

 (13) 9 —   2 (2)

Other specified items

 14 20 106 (303) (163)

Total adjustments

 82 115 185 (217) 165

Tax on adjustments

 (28) (13) (70) (55) (166)

Net adjustments

 54 102 115 (272) (1)

Total Adjusted ROIC Earnings

 $393 $378 $307 $516 $1,594

Biodiesel blender’s tax credit

 —   —   —   123 123

Total Adjusted ROIC Earnings including biodiesel blender’s tax credit

 $393 $378 $307 $639 $1,717

 

A-1  ADM Proxy Statement 20182024 | A-1


LOGOANNEX A — Definition and Reconciliation of Non-GAAP Measures


DEFINITION AND RECONCILIATION OFNON-GAAP MEASURESLOGO

 

ADJUSTED ROIC EARNINGS(1)

(IN MILLIONS)

Quarter EndedFour
Quarters Ended
Mar 31,
2023
Jun 30,
2023
Sep 30,
2023
Dec 31,
2023
Dec 31,
2023

Net earnings attributable to ADM

$1,170$927$821$565$3,483

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 100 124 97 109 430

Specified items

 (12) 130 76 167 361

Total adjustments

 88 254 173 276 791

Tax on adjustments

 (26) (52) (40) (38) (156)

Net adjustments

 62 202 133 238 635

Total Adjusted ROIC Earnings

$1,232$1,129$954$803$4,118

 

ADJUSTED INVESTED CAPITAL(1)
(IN MILLIONS)
 

Quarter Ended

 

Trailing Four
Quarter Average

          Mar 31, 2017                 Jun 30, 2017                 Sep 30, 2017                 Dec 31, 2017                 Dec 31, 2017        

Shareholders’ Equity(2)

 $17,121 $17,411 $17,570 $18,313 $17,604

+ Interest-bearing liabilities(3)

 7,207 6,980 7,336 7,493 7,254

+ LIFO adjustment (net of tax)

 39 44 44 46 43

+ Other specified items

 12 43 66 (326) (51)

Total Adjusted Invested Capital

 $24,379 $24,478 $25,016 $25,526 $24,850

Biodiesel blender’s tax credit

 —   —   —   123 31

Total Adjusted Invested Capital including biodiesel blender’s tax credit

 $24,379 $24,478 $25,016 $25,649 $24,881

ADJUSTED ROIC EARNINGS(1)

(IN MILLIONS)

Year Ended December 31
 2022 2021 2020

Net earnings attributable to ADM

$4,340$2,709$1,772

Adjustments:

 

 

 

 

 

 

 

 

 

Interest expense

 396 265 339

LIFO

 0 0 (91)

Specified items

 113 299 412

Total adjustments

 509 564 660

Tax on adjustments

 (117) (115) (172)

Net adjustments

 392 449 488

Total Adjusted ROIC Earnings

$4,732$3,158$2,260

ADJUSTED INVESTED CAPITAL(1)

(IN MILLIONS)

Quarter EndedTrailing Four
Quarter Average
Mar 31,
2023
Jun 30,
2023
Sep 30,
2023
Dec 31,
2023
Dec 31,
2023

Shareholders’ Equity(2)

$24,860$24,939$25,228$24,132$24,790

+ Interest-bearing liabilities(3)

 10,512 8,675 8,346 8,370 8,976

+ Specified items

 (14) 108 59 155 77

Total Adjusted Invested Capital

$35,358$33,722$33,633$32,657$33,843

ADJUSTED INVESTED CAPITAL(1)

(IN MILLIONS)

Trailing Four Quarter Average
 

December 31, 

2022


 

December 31,

2021


 

December 31,

2020


Shareholders’ Equity(2)

$24,099$21,717$19,392

+ Interest-bearing liabilities(3)

 10,634 9,856 9,943

+ Specified items

 23 61 75

Total Adjusted Invested Capital

$34,756$31,634$29,410

 

ADJUSTED EBITDA(1) (IN MILLIONS)

A-2 | ADM Proxy Statement 2024
  Twelve Months Ended Dec 31, 2017


Earnings before income taxes

LOGO
 $1,609

Interest expense

 330

DepreciationANNEX A — Definition and amortization

924

EBITDA

2,863

Adjustments:

LIFO charge

(2)

Gain on saleReconciliation of assets

(22)

Asset impairment, restructuring, and settlement charges

214

Loss on debt extinguishment

11

Adjusted EBITDA

$3,064

Biodiesel blender’s tax credit

123

Adjusted EBITDA including biodiesel blender’s tax credit

$3,187Non-GAAP Measures

 

LOGO

 Twelve Months Ended Dec 31

ADJUSTED EBITDA(1) (IN MILLIONS)

 2023 2022 2021

Net earnings attributable to ADM

$3,483$4,340$2,709

Net earnings attributable to noncontrolling interests

 (17) 25 26

Income taxes

 828 868 578

Interest expense

 430 396 265

Depreciation and amortization

 1,059 1,028 996

EBITDA

 5,783 6,657 4,574

Adjustments:

 

 

 

 

 

 

 

 

 

(Gains) losses on sales of assets and businesses

 (17) (44) (77)

Asset impairment, restructuring, and net settlement contingencies

 367 148 300

Railroad maintenance expense

 67 67 67

Loss on debt extinguishment

 0 0 36

Acquisition-related expenses

 7 2 7

Adjusted EBITDA

$6,207$6,830$4,907

Reserve, Louisiana facility adjustment

 0 0 (27)

Adjusted EBITDA excluding Reserve, Louisiana facility adjustment

$6,207$6,830$4,880

 Twelve Months Ended Dec 31

ADJUSTED EPS(1)

  2023 2022

EPS (fully diluted) as reported

$6.43$7.71

Adjustments:

 

 

 

 

 

 

Gains on sales of assets and businesses

 (0.03) (0.06)

Asset impairment, restructuring, and net settlement contingencies

 0.57 0.21

Gain on debt conversion option

 (0.01) (0.02)

Acquisition-related expenses

 0.01 0.00

Tax adjustments

 0.01 0.01

Adjusted EPS

$6.98$7.85

ADM Proxy Statement 2024 | A-3

ADJUSTED EPS(1)


LOGO Twelve Months Ended Dec 31, 2017

EPS (fully diluted) as reported

 $2.79

Adjustments:

Loss on saleANNEX A — Definition and Reconciliation of assets

0.02

Asset impairment, restructuring, and settlement charges

0.25

Loss on debt extinguishment

0.01

Tax adjustments

(0.64)

Adjusted EPS

$2.43Non-GAAP Measures

(1)Non-GAAP measure: The Company uses certain“Non-GAAP” financial measures as defined by the Securities and Exchange Commission.

LOGO

 Twelve Months Ended Dec 31

ADJUSTED SEGMENT OPERATING PROFIT(1) (IN MILLIONS)

  2023 2022

Earnings Before Income Taxes

$4,294$5,233

Corporate Results

 1,606 1,316

Segment Operating Profit

 5,900 6,549

Specified items:

 

 

 

 

 

 

Gain on sale of assets

 (17) (47)

Impairment, restructuring, and net settlement contingencies

 361 147

Adjusted Segment Operating Profit

$6,244$6,649

Ag Services and Oilseeds

$4,067$4,401

Ag Services

 1,168 1,374

Crushing

 1,290 1,636

Refined Products and Other

 1,306 837

Wilmar

 303 554

Carbohydrate Solutions

$1,375$1,413

Starches and Sweeteners

 1,329 1,376

Vantage Corn Processors

 46 37

Nutrition

$427$668

Human Nutrition

 417 557

Animal Nutrition

 10 111

Other Business

$375$167

(1)

Non-GAAP measure: The Company uses certain “Non-GAAP” financial measures as defined by the Securities and Exchange Commission.

These are measures of performance not defined by accounting principles generally accepted in the United States, and should be considered in addition to, not in lieu of, GAAP reported measures.

 

 (a)

Adjusted Return on Invested Capital (ROIC) is Adjusted ROIC Earnings divided by Adjusted Invested Capital. Adjusted ROIC Earnings is ADM’s net earnings adjusted for the after taxafter-tax effects of interest expense changes in the LIFO reserve, and other specified items. Adjusted ROIC Invested Capital is the sum of ADM’s equity (excluding noncontrolling interests), interest-bearing liabilities, and the after taxafter-tax effect of the LIFO reserve, and the after tax effect of other specified items.

 

 (b)

Other specifiedSpecified items are comprised of several individually insignificant asset impairments and restructuring charges of $10$7 million ($85 million, after tax,tax; $0.01 per share) and certain discrete tax adjustments of $4 million ($0.01 per share) related to valuation allowancesthe impairment of certain assets and restructuring, a gain of $1 million ($1 million, after tax; $0.00 per share) related to the sale of certain assets, and a tax benefit adjustment of $18 million ($0.03 per share) related to certain discrete items for the quarter ended March 31, 2017;2023; charges related to impairment of certain long-lived assets, restructuring, and a settlement totaling $28$117 million ($2193 million, after tax, $0.04 per share) and net gains of $8 million ($22 million loss, after tax, $0.04tax; $0.17 per share) related to the gain on saleimpairment of the crop risk business, partially offset by an adjustment of the proceeds of the 2015 sale of the cocoa business for the quarter

ADM Proxy Statement 2018A-2


DEFINITION AND RECONCILIATION OFNON-GAAP MEASURES

ended June 30, 2017; asset impairmentscertain assets, restructuring, and a contingency loss provision related to the configuration of the Company’s Peoria, Illinois ethanol complex and restructuring charges related to the reduction of certain positions within the Company’s global workforce totaling $107 million ($69 million, after tax, $0.12 per share),import duties, gains related to an adjustment of the proceeds of the 2015 sale of the cocoa business and the sale of an asset totaling $12 million ($10 million, after tax, $0.02 per share), and a debt extinguishment charge of $11 million ($78 million, after tax, $0.01tax; $0.02 per share) related to the early redemptionsale of the $550certain assets, expenses of $3 million notes due on March 15, 2018($2 million, after tax; $0.00 per share) related to certain acquisitions, and a tax expense adjustment of $21 million ($0.04 per share) related to certain discrete items for the quarter ended SeptemberJune 30, 2017; and a legal settlement charge, asset impairments2023; net charges of $71 million ($54 million, after tax; $0.10 per share) related to the closureimpairment of a facility, and several individually insignificant asset impairmentscertain assets and restructuring, charges totaling $69 million ($46 million, after tax, $0.08 per share),partially offset by a gain related to the sale of an assetcontingency loss reversal, losses of $2 million ($2 million, after tax)tax; $0.00 per share) related to the sale of certain assets, and expenses of $3 million ($3 million, after tax; $0.01 per share) related to certain acquisitions for the quarter ended September 30, 2023; and net charges of $172 million ($158 million, after tax; $0.30 per share) related to the impairment of certain long-lived assets and goodwill and restructuring, partially offset by contingency loss adjustments, gains of $7 million ($5 million, after tax; $0.00 per share) related to the sale of certain assets, expenses of $1 million ($1 million, after tax; $0.00 per share), and a net tax expense adjustment of $1 million ($0.00 per share) related to the estimated impact of the Tax Cuts and Jobs Act U.S. tax reform and certain discrete items of $370 million ($0.65 per share) for the quarter ended December 31, 2017.2023.

 

 (c)Biodiesel blender’s tax credit

Gain on debt conversion of $123$6 million ($1236 million, after tax) istax; $0.01 per share) related to the amountmark-to-market adjustment of biodiesel blender’s tax credit that the Company earnedconversion option of the exchangeable bonds issued in 2017 but recorded in 2018 after the Bipartisan Budget Act of 2018 was passed by Congress and signed into law on February 9, 2018, retroactively extending the biodiesel blender’s tax credit for 2017.August 2020.

 

 (d)Adjusted EVA is Adjusted ROIC less the Company’s Annual WACC multiplied by Adjusted Invested Capital.

(e)

Adjusted EBITDA is EBITDA adjusted for certain specified items as described above.above and railroad maintenance expense.

 

 (f)(e)

Adjusted EPS is diluted EPS adjusted for certain specified items as described above.

(2) Excludes noncontrolling interests

(3) Includes short-term debt, current maturities of long-term debt, capital lease obligations, and long-term debt

 

(f)

Adjusted segment operating profit is segment operating profit (which is earnings before income taxes excluding corporate items) adjusted for gain on sale of assets and impairment, restructuring, and net settlement contingencies.

(2)

Excludes noncontrolling interests.

(3)

Includes short-term debt, current maturities of long-term debt, finance lease obligations, and long-term debt.

A-3A-4 | ADM Proxy Statement 2018


ANNEX B

ADM EMPLOYEE STOCK PURCHASE PLAN

ADM EMPLOYEE STOCK PURCHASE PLAN

1.Purpose of the Plan. The purpose of this ADM Employee Stock Purchase Plan (the “Plan”) is to provide the employees of Archer Daniels Midland Company (“ADM”) and its participating subsidiaries with a convenient means of purchasing shares of ADM common stock from time to time at a discount to market prices through the use of payroll deductions. ADM intends that the Plan shall qualify as an “employee stock purchase plan” under Code § 423. Accordingly, the Plan will be construed so as to extend and limit Plan participation in any Offering subject to Code § 423 in a uniform and nondiscriminatory basis consistent with the requirements of Code § 423.

2.Definitions.The terms defined in this section are used (and capitalized) elsewhere in this Plan.

2.1. “ADM” means Archer Daniels Midland Company, a Delaware corporation, or any successor corporation.

2.2. “Affiliate” means each domestic or foreign entity that is a “parent corporation” or “subsidiary corporation” of ADM, as defined in Code §§ 424(e) and 424(f) or any successor provisions.

2.3. “Board” means the Board of Directors of ADM.

2.4. “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.

2.5. “Committee” means the Compensation/Succession Committee of the Board (or such successor committee responsible for executive compensation matters).

2.6. “Common Stock” means the common stock of ADM.

2.7. “Corporate Transaction” means (i) a merger, consolidation or other reorganization of ADM with or into another corporation, or (ii) the sale of all or substantially all of the assets of ADM.

2.8. “Designated Affiliate” means any Affiliate which has been expressly designated by the Committee as a corporation whose Eligible Employees may participate in the Plan.

2.9. “Eligible Compensation” shall be defined from time to time by the Committee in its sole discretion with respect to any Offering and Purchase Period. Except as otherwise defined by the Committee from time to time in its sole discretion, (i) Eligible Compensation means the cash compensation (including wages, salary, commission, and overtime earnings) paid by ADM or any Designated Affiliate to a Participant in accordance with the Participant’s terms of employment, (ii) Eligible Compensation includes contributions made by the Participant by payroll deduction to any qualified cash or deferred arrangement that forms part of a plan maintained by contributed by ADM or an Affiliate (while it is an Affiliate), or to a cafeteria plan maintained by ADM or an Affiliate (while it is an Affiliate), or under any qualified transportation fringe benefit plan, and (iii) Eligible Compensation shall not include any bonuses, employer contributions to a 401(k) or other retirement plan, amounts deferred to anon-qualified deferred compensation plan, any expense reimbursements or allowances, vacation pay in lieu of time off, coverage provided or amounts paid under any welfare benefit plan (unless provided above), amounts paid by an insurance company, amounts paid in a form other than cash and other fringe benefits, or any income (whether paid in Shares or cash) realized by the Participant as a result of participation in any equity-based compensation plan of ADM or an Affiliate.

2.10. “Eligible Employee” means any employee of ADM or a Designated Affiliate, except for any employee who, immediately after a right to purchase is granted under the Plan, would be deemed, for purposes of Code § 423(b)(3), to own stock possessing 5% or more of the total combined voting power or value of all classes of stock of ADM or any Affiliate. Notwithstanding the foregoing, with respect to any Offering, the Committee may provide for the exclusion of certain employees within the limitations described in Treasury Regulations§1.423-2(e)(1), (2) and (3).

2.11. “Fair Market Value” of a Share of Common Stock as of any date means the closing sale price for a Share on the principal securities market on which the Shares trade on said date, or, if no sale has been made on such exchange on said date, on the last preceding day on which any sale shall have been made. The determination of Fair Market Value shall be subject to adjustment as provided in Sec. 14.1.

2.12. “Offering” means the right provided to Participants to purchase Shares under the Plan with respect to a Purchase Period.

2.13. “Offering Date” means the first Trading Day of a Purchase Period.

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ADM EMPLOYEE STOCK PURCHASE PLAN

2.14. “Participant” means an Eligible Employee who has electedARCHER-DANIELS-MIDLAND COMPANY ATTN: LORI GRAHAM 4666 FARIES PARKWAY DECATUR, IL 62526 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to participate inwww.proxyvote.com or scan the Plan inQR Barcode above Use the manner set forth in Sec. 4Internet to transmit your voting instructions and whose participation has not ended pursuant to Sec. 8.1 or Sec. 9.

2.15. “Plan” means this ADM Employee Stock Purchase Plan, as it may be amended from time to time.

2.16. “Purchase Date” means the last Trading Day of a Purchase Period.

2.17. “Purchase Period” means a period of time during which offers to purchase Common Stock are outstanding under the Plan. The Committee shall determine the length of each Purchase Period, which need not be uniform; provided that no Purchase Period shall exceed twenty-seven (27) months in length. A Purchase Period shall commence on such date as may be established by the Committee. Unless the Committee determines otherwise, the Purchase Period will be six (6) months.

2.18. “Recordkeeping Account” means the account maintained in the books and records of ADM (or its agent) recording the amount contributed to the Plan by each Participant through payroll deductions.

2.19. “Shares” means shares of Common Stock.

2.20. “Trading Day” means a day on which the national stock exchanges in the United States are open for trading.

3.Shares Available. Subject to adjustment as provided in Sec. 14.1, the maximum number of Shares that may be sold by ADM to Eligible Employees under the Plan shall be 4,000,000 Shares. If the purchases by all Participants in an Offering would otherwise cause the aggregate number of Shares to be sold under the Plan to exceed the number specified in this Sec. 3, each Participant in that Offering shall be allocated a ratable portion of the remaining number of Shares which may be sold under the Plan.

4.Eligibility and Participation. To be eligible to participate in the Plan for a given Purchase Period, an employee must be an Eligible Employee on the first day of such Purchase Period.

An Eligible Employee may elect to participate in the Plan by filing an election form with ADM (or its agent) before the Offering Date for a Purchase Period that authorizes regular payroll deductions from Eligible Compensation beginning with the first payday in such Purchase Period and continuing until the Plan is terminated or the Eligible Employee withdraws from the Plan, modifies his or her authorization, or ceases to be an Eligible Employee, as hereinafter provided.

5.Amount of Common Stock Each Eligible Employee May Purchase.

5.1.Purchase Amounts and Limitations. Subject to the provisions of this Plan, each Participant shall be offered the right to purchase on the Purchase Date the maximum number of whole Shares that can be purchased with the balance in the Participant’s Recordkeeping Account at the per Share price specified in Sec. 5.2. Notwithstanding the foregoing, no Participant shall be entitled to:

(a) the right to purchase Shares under this Plan and all other employee stock purchase plans (within the meaning of Code § 423(b)), if any, of ADM and its Affiliates that accrues at a rate which in the aggregate exceeds $25,000 of Fair Market Value (determined on the Offering Date of a Purchase Period when the right is granted) for each calendar year in which such right is outstanding at any time; or

(b) purchase Shares in excess of 1000 Shares per Offering (or such other maximum Share limit as established by the Committee in its sole discretion), with such limit subject to adjustment from time to time as provided in Sec. 14.1.

5.2.Purchase Price. Unless a lesser purchase price is established by the Committee for an Offering prior to the commencement of the applicable Purchase Period, the purchase price of each Share sold pursuant to this Plan will be 95% of the Fair Market Value of such Share on the Purchase Date. In no event shall the purchase price be less than 85% of the Fair Market Value of such Share on the Purchase Date.

6.Method of Participation.

6.1.Notice and Date of Grant. ADM shall give notice to each Eligible Employee of the opportunity to purchase Shares pursuant to this Plan and the terms and conditions of such Offering. ADM contemplates that for tax purposes the Offering Date for a Purchase Period will be considered the date of the grant of the right to purchase such Shares.

6.2.Contribution Elections. Each Eligible Employee who desires to participate in the Plan for a Purchase Period shall signify his or her election to do so by completing an election with ADM (or its agent) in a manner approved by the Committee. An Eligible Employee may elect to have any whole percent of Eligible Compensation (that is, 1%, 2%, 3%, etc.) withheld as a payroll deduction, but not exceeding 10% per pay period (or such other maximum percentage as the Committee may establish from time to time prior to the commencement

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of an Offering). An election to participate in the Plan and to authorize payroll deductions as described herein must be made before the Offering Date of a Purchase Period, and shall be effective beginning with the first payday in the Purchase Period immediately following the filing of such election. Any election submitted shall remain in effect until the Plan is terminated or such Participant withdraws from the Plan, modifies his or her authorization, or ceases to be an Eligible Employee, as hereinafter provided.

6.3Additional Contributions. If specifically provided by the Committee in connection with an Offering (including for purposes of complying with applicable local law), in addition to or instead of making contributions by payroll deductions, a Participant may make additional contributions to his or her Recordkeeping Account through the payment by cash or check prior to a Purchase Date. A Participant may make such additional contributions into his or her Recordkeeping Account only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions, subject to the limitations set forth in Sec. 5.1.

6.4.Offering Terms and Conditions. Each Offering shall consist of a single Purchase Period and shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate, consistent with the terms of the Plan. The Committee may provide for separate Offerings for different Designated Affiliates, and the terms and conditions of the separate Offerings, including the applicable Purchase Period, need not be consistent. Any Offering shall comply with the requirement of Code § 423 that all Participants shall have the same rights and privileges for such Offering. The terms and conditions of any Offering shall be incorporated by reference into the Plan and treated as part of the Plan.

7.Recordkeeping Accounts.

7.1.Crediting Payroll Deduction Contributions. ADM (or its agent) shall maintain a Recordkeeping Account for each Participant. Payroll deductions pursuant to Sec. 6 will be credited to such Recordkeeping Accounts on each payday.

7.2.No Interest Payable. No interest will be credited to a Participant’s Recordkeeping Account (unless required under local law).

7.3.No Segregation of Accounts. The Recordkeeping Account is established solely for accounting purposes, and all amounts credited to the Recordkeeping Account will remain part of the general assets of ADM and need not be segregated from other corporate funds (unless required under local law).

7.4.Additional Contributions. A Participant may not make any separate cash payment into a Recordkeeping Account, except as may be permitted in accordance with Sec. 6.3, and any such additional contributions will be credited to the Recordkeeping Accounts when received by ADM.

8.Right to Adjust Participation; Withdrawals from Recordkeeping Account.

8.1.Withdrawal from Plan. A Participant may at any time withdraw from the Plan. If a Participant withdraws from the Plan, ADM will pay to the Participant in cash the entire balance in such Participant’s Recordkeeping Account and no further deductions will be made from the Participant’s Eligible Compensation during such Purchase Period. A Participant who withdraws from the Plan will not be eligible to reenter the Plan until the next succeeding Purchase Period, and any such reentry shall be through the enrollment process described in Sec. 6.2.

8.2.Adjusting Level of Participation. A Participant may adjust his or her rate of payroll deduction contributions to the Plan as follows:

(a) A Participant may, by written notice, direct ADM to increase or decrease his or her rate of payroll deduction contributions, with such change to be effective as of the first day of the next Purchase Period.

(b) A Participant may, by written notice, direct ADM to decrease his or her rate of payroll deduction contributions for a Purchase Period (including a decrease to 0%) one time during the applicable Purchase Period, with such change to become effective as soon as reasonably practicable. Any Participant who has decreased his or her rate of payroll deductions to 0% and does not increase such rate of payroll deductions from 0% to at least 1% in accordance with Sec. 8.2(a) prior to the start of the next Purchase Period will be withdrawn from the Plan effective as of the first day of that next Purchase Period.

8.3.Submission of Notices. Notification of a Participant’s election to withdraw from the Plan as provided in Sec. 8.1 or to change his or her rate of payroll deductions as provided in Sec. 8.2 shall be made by completing an updated election with ADM (or its agent) in a manner approved by the Committee. The Committee may promulgate rules regarding the time and manner for submitting any such updated election, which may include a requirement that the election be on file for a reasonable period before it will be effective.

8.4.Adjustments by ADM. To the extent necessary to comply with Code § 423(b)(8) or Sec. 5.1, a Participant’s payroll deduction contributions to the Plan may be decreased by ADM to 0% at any time during a Purchase Period.

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ADM EMPLOYEE STOCK PURCHASE PLAN

9.Termination of Employment.

9.1.Refund of Recordkeeping Account. If the employment of a Participant is terminated for any reason, including death, disability, or retirement, the entire balance in the Participant’s Recordkeeping Account will be refunded in cash to the Participant within 30 days after the date of termination of employment. Unless determined otherwise by the Committee in a manner that is permitted by, and in compliance with Code § 423, a Participant whose employment transfers between entities through a termination with an immediate rehire (with no break in service) by ADM or a Designated Affiliate shall not be treated as a termination under the Plan.

9.2.Designation of Beneficiary. If permitted by the Committee, a Participant may file a beneficiary designation for who is to receive the Participant’s Recordkeeping Account or Share subaccount, if any, following the death of a Participant. If no beneficiary is named, the beneficiary shall be the Participant’s spouse or certified domestic partner (as determined by ADM policy), or if none, the Participant’s estate. If a Participant is married and the designated beneficiary is not the spouse, consent of the spouse will be required for such designation to be effective. All beneficiary designations will be in such form and manner as the Committee may designate from time to time.

10.Purchase of Shares.

10.1.Number of Shares Purchased. As of each Purchase Date, the balance in each Participant’s Recordkeeping Account will be used to purchase the maximum number of whole Shares (subject to the limitations of Sec. 5.1) at the purchase price determined in accordance with Sec. 5.2, unless the Participant has filed an appropriate form with ADM in advance of that date to withdraw from the Plan in accordance with Sec. 8.1. Any amount remaining in a Participant’s Recordkeeping Account that represents the purchase price for any fractional share will be carried over in the Participant’s Recordkeeping Account to the next Purchase Period. Any amount remaining in a Participant’s Recordkeeping Account that represents the purchase price for any whole Shares that could not be purchased by reason of the limitations of Sec. 5.1 or under the circumstances described in Sec. 3 will be refunded to the Participant.

10.2.Conversion of Foreign Currency. In circumstances where payroll deductions have been taken from a Participant’s Eligible Compensation in a currency other than United States dollars, Shares shall be purchased by converting the balance in the Participant’s Recordkeeping Account to United States dollars at the exchange rate in effect at the end of the fifth Trading Day preceding the Purchase Date, as published by Bloomberg.com if available or as determined with respect to a particular jurisdiction by the Committee or its delegate for this purpose, and such dollar amount shall be used to purchase Shares as of the Purchase Date.

10.3.Crediting of Shares. Promptly after the end of each Purchase Period, the number of Shares purchased by all Participants as of the applicable Purchase Date shall be issued and delivered to an agent selected by ADM. Delivery of the shares to the agent shall be effected by an appropriate book-entry in the stock register maintained by ADM’s transfer agent or delivery of a certificate. The agent will hold the Shares for the benefit of all Participants who have purchased Shares and will maintain a Share subaccount for each Participant reflecting the number of Shares credited to each Participant. Each Participant will be entitled to direct the voting by the agent of all Shares credited to such Participant’s Share subaccount, and the agent may reinvest any dividends paid on Shares credited to a Participant’s Share subaccount in additional Shares in accordance with such rules as the Committee may prescribe.

10.4Withdrawal of Shares From Share Subaccount. Unless otherwise determined by the Committee, a Participant may not withdraw Shares or otherwise transfer Shares from the Participant’s Share subaccount until after the Participant has satisfied the minimum holding period requirements established by Code § 423(a)(1). Once this holding period requirements have been satisfied with respect to Shares credited to a Participant’s Share subaccount, the Participant may request that the agent transfer any or all of those Shares directly to the Participant or to a brokerage account maintained by the Participant. The agent shall deliver the requested number of whole Shares by the issuance of a stock certificate, the electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 22, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 20, 2024 for shares held in a Plan. Have your proxy card in hand when you access the Sharesweb site and follow the instructions to a brokerage account designatedobtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ADM2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the Participant, or an appropriate book-entryarrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 22, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 20, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the stock register maintained by ADM’s transfer agent with a noticepostage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V42191-P07621-Z87124 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ARCHER-DANIELS-MIDLAND COMPANY THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSALS 1, 2 AND 3, AND “AGAINST” PROPOSAL 4. 1. Election of issuance provided toDirectors: Nominees: For Against Abstain For Against Abstain 1a. M.S. Burke 1b. T. Colbert 1c. J.C. Collins, Jr. 1d. T.K. Crews 1e. E. de Brabander 1f. S.F. Harrison 1g. J.R. Luciano 1h. P.J. Moore 1i. D.A. Sandler 1j. L.Z. Schlitz 1k. K.R. Westbrook 2. Advisory Vote on Executive Compensation. 3. Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Participant,Year Ending December 31, 2024. 4. Stockholder Proposal Regarding an Independent Board Chairman. In their discretion, upon any other business that may properly come before the meeting. Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and will paydate it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the Participant a cash amount representing the Fair Market Value of any applicable fractional Share withdrawn.

11.Rights as a Shareholder. A Participant shall not be entitled to any of the rights or privileges of a shareholder of ADM with respect to Shares offered for purchasefull title under the Plan, includingsignature. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date


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Important Notice Regarding the right to vote or direct the voting or to receive any dividends that may be declared by ADM, until (i) the Participant actually has paid the purchase price for such Shares and (ii) such Shares have been issued and delivered, as provided in Sec. 10.3.

12.Rights Not Transferable. A Participant’s rights under this Plan are exercisable only by the Participant during his or her lifetime, and may not be sold, pledged, assigned, transferred or disposedAvailability of in any manner other than by will or the laws of descent and distribution. Any attempt to sell, pledge, assign, transfer or dispose of the same shall be void and without effect. The amounts credited to a Recordkeeping Account may not be sold, pledged, assigned, transferred or disposed of in any way, and any attempted sale, pledge, assignment, transfer or other disposition of such amounts will be void and without effect.

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13.Administration of the Plan.

13.1.Authority of the Committee. This Plan shall be administered by the Committee. Subject to the express provisions of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to:

(a) Determine when each Purchase Period under this Plan shall occur, and the terms and conditions of each related Offering (which need not be identical);

(b) Designate from time to time which Affiliates of ADM shall be eligible to participate in the Plan;

(c) Construe and interpret the Plan and establish, amend and revoke rules, regulations and proceduresProxy Materials for the administrationARCHER-DANIELS-MIDLAND COMPANY Annual Meeting of the Plan.Stockholders to Be Held on May 23, 2024. The Committee may, in the exercise of this power, correct any defect, omission or inconsistency in the Plan, in such manner2024 Proxy Statement and to the extent it may deem necessary, desirable or appropriate to make the Plan fully effective;

(d) Exercise such powers and perform such acts as the Committee may deem necessary, desirable or appropriate to promote the best interests of ADM and its Designated Affiliates and to carry out the intent that the Offerings made under the Plan are treated as qualifying under Code § 423(b);

(e) As more fully described in Sec. 18, to adopt such rules, procedures andsub-plans as may be necessary, desirable or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside the United States by anon-U.S. Designated Affiliate, and to achieve tax, securities law and other compliance objectives in particular locations outside the United States; and

(f) Adopt and amend, as the Committee deems appropriate, a Plan rule specifying that Shares purchased by a Participant during a Purchase Period may not be sold by the Participant for a specified period of time after the Purchase Date on which the Shares were purchased by the Participant, and establish such procedures as the Committee may deem necessary to implement such rule.

13.2.Interpretations and Decisions by the Committee. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all persons, including ADM, any Affiliate, any Participant and any Eligible Employee.

13.3.Delegation by the Committee. Subject to the terms of the Plan and applicable law, the Committee may delegate ministerial duties associated with the administration of the Plan to such of ADM’s officers, employees or agents as the Committee may determine.

13.4.Indemnification. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan. In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of ADM or a Designated Affiliate, members of the Board and Committee and any officers or employees of the ADM or Designated Affiliate to whom authority to act for the Committee is delegated shall be indemnified by ADM from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such person’s duties, responsibilities and obligations under the Plan if such person has acted in good faith and in a manner that he or she reasonably believes to be in, or not opposed to, the best interests of ADM.

14.Changes in Capitalization and Corporate Transactions.

14.1.Adjustments. In the event of any change in the Common Stock of ADM by reason of a stock dividend, stock split, reverse stock split, corporate separation, recapitalization, merger, consolidation, combination, exchange of shares and the like, the Committee shall make such equitable adjustments as it deems appropriate in the aggregate number and class of Shares or other securities available under this Plan, the Share limitation referred to in Sec. 5.1(b) of the Plan, if any, and the number, class and purchase price of Shares or other securities subject to purchase under any pending Offering.

14.2.Corporate Transactions. In the event of a Corporate Transaction, each right to acquire Shares on any Purchase Date that is scheduled to occur after the date of the consummation of the Corporate Transaction may be continued or assumed or an equivalent right may be substituted by the surviving or successor corporation or a parent or subsidiary of such corporation. If such surviving or successor corporation or parent or subsidiary thereof refuses to continue, assume or substitute for such outstanding rights, then the Board may, in its discretion, either terminate the Plan or shorten the Purchase Period then in progress by setting a new Purchase Date for a specified date before the date of the consummation of the Corporate Transaction. Each Participant shall be notified in writing, prior to any new Purchase Date, that the Purchase Date for the existing Offering has been changed to the new Purchase Date and that the Participant’s right to acquire Shares will be exercised automatically on the new Purchase Date unless prior to such date the Participant’s

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employment has been terminated or the Participant has withdrawn from the Plan. In the event of a dissolution or liquidation of ADM, any Offering and Purchase Period then in progress will terminate immediately prior to the consummation of such action, unless otherwise provided by the Board.

15.Amendment or Suspension of Plan. The Committee, in its sole discretion, may at any time suspend this Plan or amend it in any respect, but no such amendment may, without shareholder approval, increase the number of shares reserved under this Plan, or effect any other change in the Plan that would require shareholder approval under applicable law or regulations or the rules of any securities exchange on which the Shares may then be listed, or to maintain compliance with Code § 423. No such amendment or suspension shall adversely affect the rights of Participants pursuant to Shares previously acquired under the Plan. During any suspension of the Plan, no new Offering or Purchase Period shall begin and no Eligible Employee shall be offered any new right to purchase Shares under the Plan or any opportunity to elect to participate in the Plan, and any existing payroll deduction authorizations shall be suspended, but any such right to purchase Shares previously granted for a Purchase Period that began prior to the Plan suspension shall remain subject to the other provisions of this Plan and the discretion of the Board and the Committee with respect thereto.

16.Effective Date and Term of Plan.The Plan will become effective June 15, 2018. No rights to purchase Shares granted under this Plan will be exercised unless and until the Plan has been approved by the shareholders of ADM, which approval must be within 12 months before or after the date the Plan is adopted by the Board. The Plan and all rights of Participants hereunder shall terminate (i) at any time, at the discretion of the Committee, or (ii) upon the completion of any Offering under which the limitation on the total number of Shares to be issued during the entire term of the Plan, as determined in accordance with Sec. 3, has been reached. Except as otherwise determined by the Board, upon termination of this Plan, ADM shall pay to each Participant cash in an amount equal to the entire remaining balance in such Participant’s Recordkeeping Account.

17.Governmental Regulations and Listing. All rights granted or to be granted to Eligible Employees under this Plan are expressly subject to all applicable laws and regulations and to the approval of all governmental authorities required in connection with the authorization, issuance, sale or transfer of the Shares reserved2023 Form 10-K for this Plan, including, without limitation, there being a current registration statement of ADM under the Securities Act of 1933, as amended, covering the Shares purchasable on the Purchase Date applicable to such Shares. If applicable, all such rights hereundermeeting are also similarly subject to effectiveness of an appropriate listing application to a national securities exchange covering the Shares issuable under the Plan upon official notice of issuance.

18.Rules for Foreign Jurisdictions. The Committee may adopt rules, procedures or subplans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of interest, conversion of local currency, payroll tax, the definition of Eligible Compensation, withholding procedures and handling of stock certificates that vary with local requirements.

19.Miscellaneous.

19.1.Effect on Employment Status. This Plan shall not be deemed to constitute a contract of employment between ADM or any Designated Affiliate and any Participant, nor shall it interfere with the right of ADM (or any Affiliate) to terminate the employment of any Participant and treat him or her without regard to the effect that such treatment might have upon him or her under this Plan.

19.2.Governing Law. This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Illinois.

19.3.Electronic Documentation and Signatures. Any reference in the Plan to election or enrollment forms, notices, authorizations or any other document to be provided in writing shall include the provision of any such form, notice, authorization or document by electronic means, including through ADM’s intranet or with ADM’s agent, and any reference in the Plan to the signing of any document shall include the authentication of any such document provided in electronic form, in each case in accordance with procedures established by the Committee.

19.4.Book-Entry and Electronic Transfer of Shares. Any reference in this Plan to the issuance or transfer of a stock certificate evidencing Shares shall be deemed to include, in the Committee’s discretion, the issuance or transfer of such Shares in book-entry or electronic form. Uncertificated Shares shall be deemed delivered for all purposes of this Plan when ADM or its agent shall have provided to the recipient of the Shares a notice of issuance or transfer by electronic mail (with proof of receipt) or by United States mail, and have recorded the issuance or transfer in its records.

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19.5.Registration of Share Accounts and Certificates. Any Share account contemplated by Sec. 10.3 and certificate to be issued to a Participant shall be registered in the name of the Participant, or jointly in the name of the Participant and another person, as the Participant may direct on an appropriate form filed with ADM or the agent.

19.6.Code § 409A. The Plan is exempt from the application of Code § 409A and any ambiguities herein will be interpreted to so be exempt from Code § 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option granted under the Plan may be subject to Code § 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code § 409A, the Committee may amend the terms of the Plan and/or of an outstanding Offering under the Plan, or take such other action as the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code § 409A, but only to the extent any such amendments or actions by the Committee would not violate Code § 409A. Notwithstanding the foregoing, ADM and the Committee shall have no liability to a Participant or any other party if the option to purchase Shares under the Plan that is intended to be exempt from or compliant with Code § 409A is not exempt or compliant or for any action taken by the Committee with respect thereto. ADM makes no representations that the option to purchase Shares under the Plan is compliant with Code § 409A.

19.7.Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.

ADM Proxy Statement 2018B-7


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PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 3, 2018

available at: www.proxyvote.com V42192-P07621-Z87124 ARCHER-DANIELS-MIDLAND COMPANY PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ARCHER-DANIELS-MIDLAND COMPANY.The undersigned holder of Common Stock of Archer-Daniels-Midland Company, revoking all proxies heretofore given, hereby appoints J.R. Luciano, D.E. FelsingerT.K. Crews, and P.J. Moore as Proxies, with the full power of substitution, to represent and to vote, as designated on the reverse side, all the shares of the undersigned held of record on March 12, 2018,April 4, 2024, at the Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/ADM2024 on Thursday, May 3, 201823, 2024 at 8:00 a.m., Central Time, and at any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement.

This card also provides your instructions for voting any shares that you may hold in the Archer-Daniels-Midland Company 401(k) Plan/and Employee Stock Ownership Plan. This card provides instructions to the savings plan trustee for voting those shares. To allow sufficient time for the savings plan trustee to tabulate the vote of the savings plan shares, you must vote by telephone, internet or return this card in the enclosed envelope so that your vote is received by May 1, 2018.

20, 2024. This proxy when properly executed will be voted in the manner directed on the reverse side. If no direction is made, this proxy will be voted “FOR” Proposals 1, 2 3 and 43, and “AGAINST” Proposal 5.4. The votes entitled to be cast by the Proxy holder will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Annual Meeting or any postponement or adjournment thereof.

VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method.    ☐

ADM_29653

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.


EVERY VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

ARCHER-DANIELS-MIDLAND COMPANY Annual Meeting of Stockholders to Be Held on May 3, 2018.

The Proxy Statement and Proxy Card for this meeting are available at:

https://www.proxy-direct.com/adm-29653

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

  A  

 

 Proposals – THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” PROPOSALS 1, 2, 3 AND 4. 
1. Election of Directors: FOR AGAINST ABSTAIN    FOR AGAINST ABSTAIN    FOR AGAINST ABSTAIN
 01. A.L. Boeckmann     05. D.E. Felsinger     09. F.J. Sanchez   
 02. M.S. Burke     06. S.F. Harrison     10. D.A. Sandler   
 03. T.K. Crews     07. J.R. Luciano     11. D.T. Shih   
 04. P. Dufour     08. P.J. Moore     12. K.R. Westbrook   

FORAGAINSTABSTAIN

2.

Ratify the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2018.

3.

Advisory Vote on Executive Compensation.

4.

Approve the material terms of the ADM Employee Stock Purchase Plan.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “AGAINST” PROPOSAL 5.

FOR

AGAINST

ABSTAIN

5.

Stockholder proposal requesting independent board chairman.

6.

In their discretion, upon any other business that may properly come before the meeting.
YESNO

Non-Voting ItemI plan to attend the Annual Meeting

  B  

Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:

Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) — Please print date below

Signature 1 — Please keep signature within the box

Signature 2 — Please keep signature within the box

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