Archer-Daniels-Midland Co DEF 14A, filed Apr 10, 2024

Archer-Daniels-Midland Co (ADM)

DEF 14A 2024-04-10 For: 2024-05-23

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Added on June 12, 2026

About this DEF 14A

Archer-Daniels-Midland Co filed this DEF 14A on April 10, 2024.

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Raised quarterly dividend by 11%; 51 consecutive years of dividend increases	$3.7B returned to shareholders via dividends & share repurchases	Announced up to $2B in additional share repurchases, including $1B in accelerated share repurchase program

Opened Green Bison soybean facility	Expanded regenerative agriculture initiatives globally	Completed Marshall starch expansion


Date and Time	Location	Record Date



Thursday, May 23, 2024 8:00AM CDT	Virtual Meeting www.virtualshareholdermeeting.com/ADM2024	Thursday, April 4, 2024


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;	33		FOR

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.


Proxy Summary			1

Governance Highlights			2

Voting Matters and Board Recommendations			3

Director Nominee Qualifications, Skills, and Experience			4

Director Nominee Diversity, Age, Tenure, and Independence			5

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 Term			8

Director Nominees			9

Director Experiences, Qualifications, Attributes, and Skills; Board Diversity			20

Director Nominations from Stockholders			20

Corporate Governance			21

Board Leadership Structure			21

Board Role in Risk Oversight			22

Sustainability and Corporate Responsibility			23

Board Role in Overseeing Political Activities			25

Code of Conduct			26

Insider Trading Policy			26

Board, Committee, and Director Evaluations			27

Independence of Directors			27

Corporate Governance Guidelines			28

Independent Executive Sessions			28

Board Meetings and Attendance at Annual Meetings of Stockholders			28

Information Concerning Committees and Meetings			28

Stockholder Outreach and Engagement			30

Director Compensation			31

Director Stock Ownership Guidelines			32

Proposal No. 2			33

Proposal No. 2—Advisory Vote on Executive Compensation			33

Compensation Discussion and Analysis			34

Executive Compensation			58

Summary Compensation Table			58



Grants of Plan-based Awards During Fiscal Year 2023			60

Outstanding Equity Awards at Fiscal Year 2023 Year-End			62

Option Exercises and Stock Vested During Fiscal Year 2023			63

Pension Benefits			64

Qualified Retirement Plan			64

Supplemental Retirement Plan			66

Nonqualified Deferred Compensation			66

Termination of Employment and Change in Control Arrangements			68

CEO Pay Ratio			70

Pay Versus Performance			71

Executive Stock Ownership			76

Executive Officer Stock Ownership			76

Equity Compensation Plan Information; Related Transactions			77

Equity Compensation Plan Information at December 31, 2023			77

Review and Approval of Certain Relationships and Related Transactions			77

Certain Relationships and Related Transactions			77

Proposal No. 3			78

Proposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm			78

Report of the Audit Committee			80

Report of the Audit Committee			80

Proposal No. 4			82

Proposal No. 4—Stockholder Proposal—Independent Board Chairman			82

Submission of Stockholder Proposals and Other Matters			86

Deadline for Submission of Stockholder Proposals			86

Stockholders with the Same Address			86

Receiving Future Proxy Materials Electronically			86

Principal Holders of Voting Securities			87

Other Matters			87

ANNEX A			A-1

Definition and Reconciliation of Non-GAAP Measures			A-1


		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 our business fundamentals and the overall 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 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, Juan R. Luciano Board Chair, CEO and President
		“We are focused on continuing to build a stronger ADM for the future.” Juan Luciano


		We 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.


ITEMS TO BE VOTED ON			PAGE REFERENCE		VOTING RECOMMENDATION

1.	Election of Directors for a One-Year Term	8		FOR

2.	Advisory Vote on Executive Compensation	33		FOR

3.	Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP)	78		FOR

4.	Stockholder Proposal – Independent Board Chairman	82		AGAINST




Michael S. Burke	Theodore Colbert	James C. Collins, Jr.	Terrell K. Crews	Ellen de Brabander	Suzan F. Harrison




Juan R. Luciano	Patrick J. Moore	Debra A. Sandler	Lei Z. Schlitz	Kelvin R. Westbrook



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



We use majority voting for uncontested director elections and plurality voting for contested 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 21.		Our independent directors meet in executive session at each regular 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 have been named as one of the “World’s Most Ethical Companies” by Ethisphere for five years running.


Proposal	Board Voting Recommendation	Page Reference

Proposal No. 1—Election of Directors for a One-Year Term	FOR	8

Proposal No. 2—Advisory Vote on Executive Compensation	FOR	33

Proposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP)	FOR	78

Proposal No. 4—Stockholder Proposal – Independent Board Chairman	AGAINST	82


				PROXY SUMMARY — Director Nominee Qualifications, Skills, and Experience


				PROXY SUMMARY — Director Nominee Diversity, Age, Tenure, and Independence



		64% Overall Diversity				91% Independent


		45% Black, Asian, or Hispanic				36% Female



						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.


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


(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;


(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.


				CORPORATE GOVERNANCE — Sustainability and Corporate Responsibility


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	• 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


				CORPORATE GOVERNANCE — Board Role in Overseeing Political Activities


				CORPORATE GOVERNANCE — Board, Committee, and Director Evaluations


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).


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:
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;		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 “Board Role in Risk Oversight,” “Report of the Audit Committee,” and “Audit Committee Pre-Approval Policies.”


				CORPORATE GOVERNANCE — Information Concerning Committees and Meetings


COMPENSATION AND SUCCESSION COMMITTEE
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:
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; 9. ensures succession processes are in place to aid business 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
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 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.


				CORPORATE GOVERNANCE — Stockholder Outreach and Engagement


SUSTAINABILITY AND CORPORATE RESPONSIBILITY COMMITTEE
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.”


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

M. S. BURKE		125,000		226,250		33,105		384,355

T. COLBERT		125,000		200,000		12,107		337,107

J. C. COLLINS, JR.		125,000		200,000		3,453		328,453

T. K. CREWS		125,000		237,500		88,921		451,421

E. DE BRABANDER⁽⁴⁾		82,418		131,869		681		214,968

D. E. FELSINGER⁽⁴⁾		84,918		60,000		135,377		280,295

S. F. HARRISON		125,000		220,000		38,592		383,592

P. J. MOORE		125,000		220,000		150,912		495,912

F. J. SANCHEZ⁽⁴⁾		81,181		50,000		8,959		140,140

D. A. SANDLER		125,000		200,000		43,491		368,491

L. Z. SCHLITZ		125,000		200,000		25,724		350,724

K. R. WESTBROOK		125,000		225,000		78,053		428,053


Name	Number of Stock Units at 12/31/23

M. S. Burke		19,804

T. Colbert		7,818

J. C. Collins, Jr.		2,938

T. K. Crews		51,322

E. de Brabander		1,095

D. E. Felsinger		67,752

S. F. Harrison		22,851

P. J. Moore		83,367

F. J. Sanchez		—

D. A. Sandler		25,515

L. Z. Schlitz		15,496

K. R. Westbrook		45,127



						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.


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