Archer-Daniels-Midland Co DEF 14A, filed Mar 14, 2023

About this DEF 14A

Archer-Daniels-Midland Co (ADM)

DEF 14A 2023-03-14

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Added on June 12, 2026

“We were proud to be recognized multiple times for our work across the ESG spectrum ...”

Juan Luciano

The critical third pillar of our strategy is Culture. Our team in 2022 continued to demonstrate the very best of ADM. In a volatile environment that was impacted by extreme weather, COVID shutdowns in China, and significant supply chain disruptions, our colleagues around the globe leveraged our irreplicable global asset footprint, our best-in-class execution, and our broad array of differentiated products and services to ensure we were meeting global needs of customers and consumers day in and day out. We were proud to be recognized multiple times for our work across the ESG spectrum, from being named a Financial Times Diversity Leader and being featured on Newsweek’s Most Loved Workplaces list, to our inclusion on the Investor’s Business Daily Best ESG Companies compilation

and our fourth straight year of being named to Ethisphere’s World’s Most Ethical Companies list. And most of all, when faced with a horrific war that impacted both our business and our colleagues, Team ADM stepped up, supporting our teammates and the people of Ukraine. The company and our colleagues together provided millions of dollars in support for the people of Ukraine, and many personally became involved in relief work, whether by packing food or by offering their own homes to colleagues who fled the war. I am proud and thankful for their efforts.

As we look ahead, we expect another strong year in 2023. Our Productivity, Innovation and Culture work will continue to power growth and support returns. And our team will continue to deliver on our purpose: to unlock the power of nature to enrich the quality of life.

Sincerely yours,

Juan R. Luciano

Board Chair, CEO and President

Archer-Daniels-Midland Co filed this DEF 14A on March 14, 2023.

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Proxy Summary			1

Governance Highlights			2

Voting Matters and Board Recommendations			2

Director Nominee Qualifications, Skills, and Experience			3

Director Nominee Diversity, Age, Tenure, and Independence			4

General Information About the Annual Meeting and Voting			5

General Matters			5

Principal Holders of Voting Securities			6

Proposal No. 1—Election of Directors for a One-Year Term			7

Director Nominees			8

Director Experiences, Qualifications, Attributes, and Skills; Board Diversity			14

Director Nominations from Stockholders			14

Board Leadership and Oversight			15

Board Leadership Structure			15

Board Role in Risk Oversight			16

Sustainability and Corporate Responsibility			17

Board Role in Overseeing Political Activities			25

Code of Conduct			25

Director Evaluations			26

Board, Committee, and Director Evaluations			26

Delinquent Section 16(a) Reports			26

Independence of Directors			27

Independence of Directors			27

Corporate Governance Guidelines			29

Independent Executive Sessions			29

Information Concerning Committees and Meetings			30

Board Meetings and Attendance at Annual Meetings of Stockholders			30

Information Concerning Committees and Meetings			30

Stockholder Outreach and Engagement			33

Stockholder Outreach and Engagement			33

Director Compensation			34

Director Compensation			34

Director Stock Ownership Guidelines			35

Executive Stock Ownership			36

Executive Officer Stock Ownership			36

Compensation Discussion and Analysis			37

Executive Summary			38

How Executive Compensation is Determined			41

Components of Executive Compensation			43

2022 Executive Compensation Decisions			44

Peer Group			56



Benefits			58

Compensation Policies and Governance			59

Employment Agreements, Severance, and Change in Control Benefits			60

Compensation and Succession Committee Report			61

Compensation and Succession Committee Interlocks and Insider Participation			61

Executive Compensation			62

Summary Compensation Table			62

Grants of Plan-Based Awards During Fiscal Year 2022			64

Outstanding Equity Awards at Fiscal Year 2022 Year-End			67

Option Exercises and Stock Vested During Fiscal Year 2022			68

Pension Benefits			69

Qualified Retirement Plan			69

Supplemental Retirement Plan			71

Nonqualified Deferred Compensation			71

Termination of Employment and Change in Control Arrangements			73

CEO Pay Ratio			75

Pay Versus Performance			76

Equity Compensation Plan Information; Related Transactions			81

Equity Compensation Plan Information at December 31, 2022			81

Review and Approval of Certain Relationships and Related Transactions			81

Certain Relationships and Related Transactions			81

Report of the Audit Committee			82

Report of the Audit Committee			82

Proposal No. 2			84

Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm			84

Proposal No. 3			85

Proposal No. 3—Advisory Vote on Executive Compensation			85

Proposal No. 4			86

Proposal No. 4—Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation			86

Proposal No. 5			87

Proposal No. 5—Stockholder Proposal—Independent Board Chairman			87

Submission of Stockholder Proposals and Other Matters			90

Deadline for Submission of Stockholder Proposals			90

Stockholders with the Same Address			90

Other Matters			90

ANNEX A			1

Definition and Reconciliation of Non-GAAP Measures			1



We use majority voting for uncontested director elections.		10 of 11 of our director nominees are independent and only independent directors serve on the Audit, Compensation and Succession, Nominating and 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 15.		Our independent directors meet in executive session at each regular in-person board meeting.

We have policies prohibiting directors and officers from trading in derivative securities of our Company and from pledging any Company 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 future re-nominations to the Board.		Individuals cannot stand for election as a director once they reach age 75, and our Corporate Governance Guidelines set limits on the number of 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 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.

Our Sustainability and Corporate Responsibility Committee provides Board-level oversight of environmental, corporate social responsibility, diversity, safety, and sustainability matters.		We are named as one of the “World’s Most Ethical Companies” by Ethisphere.


Proposal	Board Voting Recommendation	Page Reference

Proposal No. 1—Election of Directors	FOR	7

Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	84

Proposal No. 3—Advisory Vote on Executive Compensation	FOR	85

Proposal No. 4—Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation	ONE YEAR	86

Proposal No. 5—Stockholder Proposal – Independent Board Chairman	AGAINST	87



		64% Overall Diversity				91% Independent


		45% Black, Asian, or Hispanic				36% Female


Name and Address of Beneficial Owner	Amount			Percent of Class

The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355		62,387,832	⁽¹⁾		11.42

State Farm Mutual Automobile Insurance Company and related entities One State Farm Plaza, Bloomington, IL 61710		50,443,160	⁽²⁾		9.23

BlackRock, Inc. 55 East 52nd Street, New York, NY 10055		44,573,583	⁽³⁾		8.16

Capital World Investors 333 South Hope Street, 55^th Floor, Los Angeles, CA 90071		40,462,244	⁽⁴⁾		7.40

State Street Corporation One Lincoln Street, Boston, MA 02111		31,809,735	⁽⁵⁾		5.82



						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.



SEAL Business Sustainability Award		Field to Market Collaboration of the Year award

Ethisphere World’s Most Ethical Company		3BL 100 Best Corporate Citizens list

Investor’s Business Daily Best ESG Companies list		Financial Times Diversity Leader 2023


UN SDG	IUCN Societal Challenges	ADM 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	Renewable products and process innovations to provide lower carbon alternatives to traditional food, feed, fuel, and consumer and industrial products including: • Energy management program based on ISO 50001 • Renewable green diesel and sustainable aviation fuel • Permanent carbon capture and storage via onsite injection and geological sequestration

Life on Land	Environmental degradation and biodiversity loss	No-deforestation program including: • Supply chain traceability • Supplier engagement • Monitoring & verification • Reporting


Strive 35 Status	Baseline (2019)			2021			% Change to Baseline

GHG Emissions (Scope 1 and 2) (million metric tons)		16.6			15.6			- 6.0	%

Energy Intensity		1.07			1.09			+1.8	%

Water Intensity		2.32			2.48			+ 6.5	%

Waste Beneficial Reuse		81.2	%		83.8	%		- 3.1	%


GRI 305-1, 305-2, 305-5	Year Ended December 31

GHG Emissions, million metric tons*	2020	2021

Global Scope 1 GHG Emissions	13.5	13.7

Global Scope 2 GHG Emissions	2.7	2.3

Global Scope 3 GHG Emissions**	37.8	66.8

Carbon Permanently Sequestered Onsite	0.5	0.4


GRI 303-1	Year Ended December 31

Water Withdrawal (locations >100,000 m3/year) in million m³*	2020	2021

Groundwater	41.1	41.8

Municipal	38.2	39.4

Surface	32.1	33.6


GRI 302-1	Year Ended December 31

Energy consumption within the organization in million MWh*	2020	2021

Total non-renewable fuel consumption	49.4	49.0

Total renewable fuel consumption	4.1	4.0


Giving Category	Amount in $ Millions	Percentage

Education	$4.9	29%

Food Security	$4.1	24%

Sustainable Agriculture	$1.2	7%

Other	$2.0	12%

Colleague Giving	$4.7	28%


Name		Matters Considered

T. Crews		Ordinary course business with WestRock Company (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis). Ordinary course business with Hormel Foods Corporation (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis).

E. de Brabander		Ordinary course business with Elanco (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis). Ordinary course business with Open University (sales to ADM of various products, all on an arm’s length basis).

D. Felsinger		Stepson-in-law is employed by ADM and is not an executive officer or a member of senior management, at a compensation level and on terms determined on a basis consistent with the Company’s policies for non-executive officers.

S. Harrison		Ordinary course business with WestRock Company (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis). Ordinary course business with Ashland Global Holdings Inc. (purchases from ADM of various products and sales to ADM of various products, all on an arm’s length basis).

P. Moore		Ordinary course business with Air Liquide (sales to ADM of certain products and purchases from ADM of certain services, all on an arm’s length basis).

D. Sandler		Ordinary course business with Pharmavite (purchases from ADM of certain products on an arm’s length basis). Ordinary course business with Keurig Dr Pepper Inc. (purchases from ADM of certain products on an arm’s length basis).

L. Schlitz		Ordinary course business with Illinois Tool Works Inc. (sales to ADM of certain equipment and services on an arm’s length basis). Ordinary course business with Johnson Controls (purchases from ADM of certain equipment products and services on an arm’s length basis).

K. Westbrook		Ordinary course business with Mosaic Company (sales to ADM of certain products and purchases from ADM of certain services, all on an arm’s length basis). Ordinary course business with T-Mobile US, Inc. (sales to ADM of various products and purchases from ADM of certain products, all on an arm’s length basis).


AUDIT COMMITTEE
The Audit Committee consists of Mr. Crews (Chair), Mr. Colbert, 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 enterprise risk management program;		7. matters of legal and regulatory compliance; 8. the performance of our Company’s tax, compliance, and insurance functions; 9. business and charitable relationships and transactions between us and each non-employee director, director nominee, and executive officer to assess potential conflicts of interest and impairment of independence; and 10. the Company’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 “Report of the Audit Committee” and “Audit Committee Pre-Approval Policies.”


COMPENSATION AND SUCCESSION COMMITTEE
The Compensation and Succession Committee consists of Mr. Westbrook (Chair), Mr. Burke, Mr. Collins, Ms. Harrison, and Ms. Schlitz. The Compensation and Succession Committee met five 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:
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 for non-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.
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
The Nominating and 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:
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;		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.


SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE
The Sustainability and Corporate Responsibility Committee consists of Ms. Harrison (Chair), Mr. Colbert, Mr. Collins, Mr. Crews, Mr. Sanchez, and Ms. 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.”


Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Unit Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)

M. S. BURKE		125,000		197,500		24,869		347,369

T. COLBERT		125,000		197,500		6,709		329,209

J. C. COLLINS, JR.		51,291		82,065		158		133,514

T. K. CREWS		125,000		226,250		73,029		424,279

P. DUFOUR		80,769		47,500		8,757		137,026

D. E. FELSINGER		—		362,500		141,404		503,904

S. F. HARRISON		125,000		215,000		32,058		372,058

P. J. MOORE		125,000		217,500		122,914		465,414

F. J. SANCHEZ		125,000		197,500		38,459		360,959

D. A. SANDLER		—		322,500		38,984		361,484

L. Z. SCHLITZ		125,000		197,500		18,574		341,074

K. R. WESTBROOK		125,000		221,250		73,325		419,575


Name	Number of Stock Units at 12/31/22

M. S. Burke		16,641

T. Colbert		5,164

J. C. Collins, Jr.		397

T. K. Crews		47,218

D. E. Felsinger		87,905

S. F. Harrison		21,271

P. J. Moore		78,705

F. J. Sanchez		23,651

D. A. Sandler		26,144

L. Z. Schlitz		12,663

K. R. Westbrook		47,381


	Unvested RSUs		RSUs that vest within 60 days

J. R. Luciano		325,940		0

V. Luthar		35,354		0

R. G. Young		68,928		0

V. F. Macciocchi		61,833		0

G. A. Morris		61,833		0

C. M. Cuddy		61,337		0

J. D. Taets		57,282		0


Name	Title	Years with ADM (as of March 2023)

Juan R. Luciano	Board Chair, Chief Executive Officer and President		11

Vikram Luthar	Senior Vice President and Chief Financial Officer*		18

Ray G. Young	Former Vice Chair and Chief Financial Officer**		12

Vincent F. Macciocchi	Senior Vice President and President, Nutrition, and Chief Sales and Marketing Officer		10	***

Greg A. Morris	Senior Vice President and President, Agricultural Services and Oilseeds		28

Christopher M. Cuddy	Senior Vice President and President, Carbohydrate Solutions		24

Joseph D. Taets	Senior Vice President and President, Asia Pacific****		34


Section	Page

Executive Summary		38

How Executive Compensation is Determined		41

Components of Executive Compensation		43

2022 Executive Compensation Decisions		44

Peer Group		56

Benefits		58

Compensation Policies and Governance		59

Employment Agreements, Severance, and Change in Control Benefits		60


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, Company-provided life insurance, expatriate expenses, and (for the Board Chair and CEO) limited personal use of Company chartered aircraft.


What We Do		What We Don’t Do

✓ Clawback policy: The Company has a policy to enable us to recover previously paid cash and equity-based incentive compensation from executives in the event of a financial restatement, ethical misconduct, or other specified circumstances.		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 measurement 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.


	Element and Form		Link to Stockholder Value	Key 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, Individual Performance Factor, Strategic Goals focused on Safety, Productivity, and Innovation

LONG-TERM INCENTIVE AWARDS	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 cliff vest on the third anniversary of the grant date
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, Adjusted Earnings per Share, and an ESG modifier that is based on results in two ESG areas


Adjusted EBITDA Achieved		Payout Opportunity

$5.515B & Above		200%

$5.175B		150%

$5.0B (Plan Adjusted EBITDA)		100%

$4.835B		90%

$4.495B		75%

$4.155B		50%

$3.815B		25%

$2.81B - $3.814B		Compensation Committee Discretion

$2.8B & Below		0%


Adjusted ROIC Achieved	Modifier*		Effect of modifier on payout

10.0% or greater		1.1	10% increase

9.0% (Target)		1.0	No change

8.0% or less		0.9	10% decrease


	Individual Performance Percentages

Mr. Luciano		40	%

Mr. Luthar		40	%

Mr. Young		35	%

Mr. Macciocchi		30	%

Mr. Morris		40	%

Mr. Cuddy		40	%

Mr. Taets		35	%


Executive	Target Cash Incentive Opportunity (% of Salary)			Target Cash Incentive Opportunity ($)			Cash Bonus Payout Percentage			Actual FY2022 Cash Award

J. R. Luciano		200	%		$	2,870,000		164.2	%		$	4,712,540

V. Luthar		100	%		$	750,000		164.2	%		$	1,231,500

R. G. Young		132	%		$	1,125,000		159.2	%		$	1,791,000

V. F. Macciocchi		100	%		$	714,000		154.2	%		$	1,100,988

G. A. Morris		100	%		$	714,000		164.2	%		$	1,172,388

C. M. Cuddy		100	%		$	650,000		164.2	%		$	1,067,300

J. D. Taets		100	%		$	700,000		159.2	%		$	1,114,400


Executive	Target Equity Award

J. R. Luciano		$	16,500,000

V. Luthar		$ $	750,000 1,500,000	*

R. G. Young		$	4,500,000

V. F. Macciocchi		$ $	3,000,000 2,000,000	**

G. A. Morris		$	3,000,000

C. M. Cuddy		$	3,000,000

J. D. Taets		$	2,800,000


Executive	Target Number of 2020 PSUs		Actual Number of 2020 PSUs Earned

J. R. Luciano		174,744		349,488

V. Luthar		11,068		22,136

R. G. Young		64,073		128,146

V. F. Macciocchi		46,599		93,198

G. A. Morris		46,599		93,198

C. M. Cuddy		34,949		69,898

J. D. Taets		42,521		85,042


Retirement Program	Eligibility	Description

401(k) and ESOP	All salaried employees	Qualified defined contribution plan where employees may defer up to 75% of eligible pay, or up to $20,500 for 2022 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 $61,000 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 $6,500 for 2022.

ADM Retirement Plan	All salaried employees	Newly-hired eligible employees and those who had 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 at a stated percentage of the participant’s base compensation each year. Those employees who had 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 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 that produces the highest average.) Effective January 1, 2022, participants in the traditional defined benefit pension began to accrue benefits 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 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.