DEF 14A of Agco Corp /De, Mar 25, 2024

DEF 14A of Agco Corp /De

Filed Mar 25, 2024 · FY20230000880266-24-000021

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The following table provides summary information about each nominee. Directors are elected annually. AGCO has majority voting in uncontested elections of directors, such as this election. In the event that a nominee does not receive the affirmative vote of a majority of the votes cast in person or by proxy, he or she is required to tender his or her resignation.

  2. DIRECTOR NOMINEES

    | | | | Director Since | | | Committee Membership | | | | | | | | Name | Age | | Brief Biography | Independent | EC | AC | TC | FC | GC | SC | | | Michael C. Arnold | 67 | 2013 | Lead Director of AGCO Corporation, Former President and CEO, Ryerson Inc. | | ● | | | | ● | | | | Sondra L. Barbour | 61 | 2019 | Former Executive Vice President, Lockheed Martin Corporation | | ● | ● | ● | ● | | | | | Suzanne P. Clark | 56 | 2017 | President, Chief Executive Officer, U.S. Chamber of Commerce | | ● | | ● | | | ● | | | Bob De Lange | 54 | 2021 | Group President, Services, Distribution and Digital, Caterpillar Inc. | | ● | | | | ● | ● | | | Eric P. Hansotia | 55 | 2020 | Chairman, President & CEO, AGCO Corporation | | ● | | | | | | | | George E. Minnich | 74 | 2008 | Former Senior Vice President and CFO, ITT Corporation | | ● | ● | | ● | ● | | | | Niels Pörksen | 60 | 2021 | Chief Executive Officer, Südzucker AG | | | | | ● | ● | | | | David Sagehorn | 60 | 2022 | Former Executive Vice President and CFO, Oshkosh Corporation | | | ● | ● | | | | | | Mallika Srinivasan | 64 | 2011 | Chairman and Managing Director, Tractors and Farm Equipment Limited (India) | | | | | | | ● | | | Matthew Tsien | 63 | 2021 | Former Executive Vice President and Chief Technology Officer, General Motors and Former President of General Motors Ventures | | | ● | ● | | | |

  3. DIRECTOR NOMINEES

    | EC | Executive Committee | TC | Talent and Compensation Committee | GC | Governance Committee | ● | Chair | | AC | Audit Committee | FC | Finance Committee | SC | Sustainability Committee | ● | Member |

  4. DIRECTOR NOMINEES

    | Board Diversity Matrix (As of March 15, 2024) | | | | | | | | | | | | Total Number of Directors: 10 | | | | | | | | | | | | | Arnold | Barbour | Clark | De Lange | Hansotia | Minnich | Pörksen | Sagehorn | Srinivasan | Tsien | | Demographic Background | | | | | | | | | | | | African American or Black | | | | | | | | | | | | Asian | | | | | | | | | | | | Indian | | | | | | | | | | | | White | | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | | Two or More Race or Ethnicity | | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | Did Not Disclose Demographic Background | | | | | | | | | | | | Gender Identity | | | | | | | | | | | | Male | | | | | | | | | | | | Female | | | | | | | | | | | | Non-Binary | | | | | | | | | | | | Did Not Disclose Gender | | | | | | | | | | |

  5. DIRECTOR NOMINEES

    | DIVERSITY OF NOMINEES | BOARD TENURE OF NOMINEES(1) | | (1) As of March 15, 2024. | |

  6. VOTE NECESSARY FOR THE ELECTION OF DIRECTORS

    VOTE NECESSARY FOR THE ELECTION OF DIRECTORS Directors are elected by a majority of the votes cast in person or by proxy at the Annual Meeting. See “Proposal 1 — Election of Directors” in this proxy statement for a more detailed description of the majority voting procedures in our By-Laws. Under the New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares with respect to the election of directors if your broker does not receive voting instructions from you. Abstentions and broker non-votes will not affect the election outcome.

  7. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | MICHAEL C. ARNOLD Age: 67 Director since October 2013 Lead Director since January 2021 | | SONDRA L. BARBOUR Age: 61 Director since April 2019 | | •Former President and Chief Executive Officer of Ryerson Inc. •Various senior management positions with The Timken Company from 1979 to 2010 including Executive Vice President; President, Bearings and Power Transmission Group; President, Industrial Group; Vice President, Bearings and Business Process Advancement; Director, Bearings and Business Process Advancement; Director, Manufacturing and Technology, Europe, Africa and West Asia (Europe) •Lead Independent Director of the Board of Directors of Kaiser Aluminum Corporation, where he also serves on the Executive Committee and is Chairman of the Nominating and Governance Committee •Former member of the Board of Directors of Gardner Denver, Inc. | | •Former Executive Vice President, Leidos Holdings, Inc. from August 2016 to January 2017 •Former Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation from April 2013 to August 2016 •Various leadership positions at Lockheed Martin Corporation from 1986 to 2013, including Chief Information Officer, Vice President of Corporate Internal Audit, Business Area Chief Information Officer and Vice President of Operations •Member of the Board of Directors of Nisource, Inc., where she serves on the Audit and Environmental, Social, Nominating and Governance Committees •Former member of the Board of Directors of 3M Company and Perspecta Inc. •Member of the Fox School of Business Management Information Systems Advisory Board | | | Qualifications and Skills: As CEO of Ryerson, Mr. Arnold led the transformation of the business under private equity ownership into a leader in its industry, and then through its successful initial public offering in 2014. At Ryerson and previously Timken, Mr. Arnold was a supplier to the agricultural industry, and at both developed extensive manufacturing and distribution expertise. As an independent director at Gardner Denver, he had an integral role in the sale of Gardner Denver to KKR. Mr. Arnold brings public company board and management, mergers & acquisitions, capital allocation, manufacturing, distribution, supply chain, strategy and technology expertise to the Board. In addition, Mr. Arnold has significant international experience, having been responsible for global businesses with facilities worldwide. | | Qualifications and Skills: During her 30-year career with Lockheed Martin, retiring as Executive Vice President of Information Systems & Global Solutions, Ms. Barbour oversaw one of the largest and most sophisticated information technology functions in the world, involving not just the routine IT functions of a 110,000+ employee business, but also supporting the design and manufacturing of fighter jets and other complex defense hardware and the provision of a broad range of technical, scientific, logistics, system integration and cybersecurity services to customers. She also managed Lockheed’s internal audit function. Ms. Barbour brings to the Board substantial information technology, internal control and international experience. | |

  8. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | SUZANNE P. CLARK Age: 56 Director since April 2017 | | BOB De LANGE Age: 54 Director since January 2021 | | •Chief Executive Officer of the U.S. Chamber of Commerce since March 2021 •President of the U.S. Chamber of Commerce since June 2019 •Former Senior Executive Vice President and former Chief Operating Officer of the U.S. Chamber of Commerce •Led a prominent financial information boutique, Potomac Research Group (PRG), from 2010 through September 2014 •Formerly with the Atlantic Media Company as President of the National Journal Group, a premier provider of information, news and analysis for Washington’s policy and political communities •Member of the Board of the Economic Club of Washington, D.C. •Former President of International Women’s Forum (Washington Chapter), a global group of leading women in business, law, government, technology and the arts •Member of the Board of Directors of TransUnion, where she serves as the Chair of the Risk and Compliance Committee and serves on the Audit Committee | | •Group President, Services, Distribution and Digital of Caterpillar Inc., responsible for management of the Caterpillar brand and distribution network •Various leadership positions since joining Caterpillar Inc. in 1993, including Group President of Construction Industries, Vice President, Excavation Division, and Worldwide Product Manager, Earthmoving Division | | | Qualifications and Skills: As Chief Executive Officer of the U.S. Chamber of Commerce, Ms. Clark has unequaled insight into American industry and commerce as well as the international interests of the Chamber’s 300,000 members. Ms. Clark brings to the Board the ability to provide real-time guidance on many of the critical issues being considered in Washington and elsewhere, which could affect AGCO’s strategy and operations including sustainability, government regulation and trade and commerce. | | Qualifications and Skills: As a senior executive at Caterpillar, Mr. De Lange has unique experience from working at an international business that bears many similarities to AGCO in the issues that it faces as a result of its manufacture and distribution of highly-engineered equipment through a global manufacturing base and a broad network of distributors. Mr. De Lange brings to the Board direct experience and expertise in digitalization and the development of dealer capability against a background of the product design, supply chain, manufacturing and distribution issues experienced by AGCO. Mr. De Lange’s global experience includes world-wide product management responsibilities with significant work assignments in Europe and Asia. | |

  9. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | ERIC P. HANSOTIA Age: 55 Director since October 2020 | | GEORGE E. MINNICH Age: 74 Director since January 2008 | | •Chairman, President & CEO since January 1, 2021 •Senior Vice President — Chief Operating Officer of AGCO from January 2019 to December 2020; Senior Vice President, Global Crop Cycle and Fuse Connected Services, from 2015 to January 2019; and Senior Vice President, Global Harvesting and Advanced Technology Solutions, from 2013 to 2015. •Prior to joining AGCO, Mr. Hansotia held several positions within John Deere including Senior Vice President, Global Harvesting, from 2012 to 2013, and Vice President, Global Crop Care based in Mannheim, Germany from 2009 to 2012. Prior positions with John Deere included General Manager, Harvester Works from 2005 to 2009; Vice President, Global Forestry from 2004 to 2005; and various roles at John Deere from 1993 to 2004. •Member of the Board of Directors of Toro Co., where he serves on the Nominating and Governance and Compensation and Human Resources Committees | | •Former Senior Vice President and Chief Financial Officer of ITT Corporation from 2005 to 2007 •Several senior finance positions at United Technologies Corporation, including Vice President and Chief Financial Officer of Otis Elevator from 2001 to 2005 and Vice President and Chief Financial Officer of Carrier Corporation from 1996 to 2001 •Various positions within Price Waterhouse (now PricewaterhouseCoopers LLP) from 1971 to 1993, serving as an audit partner from 1984 to 1993 •Formerly served as a member of the Board of Belden Inc. and Kaman Corporation | | | Qualifications and Skills: With more than 30 years of experience in the agricultural equipment industry, including working in Europe, Mr. Hansotia has direct and extensive experience in almost every aspect of our business and has broad industry knowledge in order to be able to address the needs of farmers throughout the world. Mr. Hansotia has extensive experience in the agricultural equipment industry in the areas of engineering, quality, advanced technology, manufacturing and product management. More recently, he has led AGCO’s growing focus on precision agriculture, which we view as critical to the success of our farmers and the long-term sustainability of our food supply. Mr. Hansotia brings to the Board a strong strategic view on the future trends in global agriculture, proven global leadership experience as well as valuable subject matter expertise. | | Qualifications and Skills: Through his service as the Chief Financial Officer of a leading corporation and a former audit partner, Mr. Minnich has broad experience in a range of important issues that face every public company, including capital structure and allocation, accounting, internal control environment and risk management. Mr. Minnich also has had substantial experience on the audit committees of three publicly-traded companies, having chaired each of them. Mr. Minnich brings to the Board expertise that enables the Board to fulfill several different critical functions. | |

  10. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | NIELS PÖRKSEN Age: 60 Director since October 2021 | | DAVID SAGEHORN Age: 60 Director since March 2022 | | •Chief Executive Officer at Südzucker AG since 2020; Südzucker AG (SZU: GR Xetra) is based in Germany and is one of the world’s largest sugar producers •Former Group Executive of Portfolio Solutions at Nufarm, a leading agricultural chemical company based in Australia •Former member of the Executive Board of Nordzucker •Former Chairman of the Board of Industrieverbrand Agrar, a European agriculture industry association •Various leadership positions with German-based BASF in various countries including Divisional Head of Global Strategic Marketing, Managing Director for Plant Protection and Head of Product Development, Consulting and Registration | | •Former Executive Vice President and Chief Financial Officer of Oshkosh Corporation •Various other management positions with Oshkosh Corporation from 2000 to 2007, including Vice President and Treasurer; Vice President, Business Development; and Vice President, Defense Segment •Member of the Board of Directors of Chart Industries, Inc., where he serves on the Compensation Committee and is Chair of the Audit Committee | | | Qualifications and Skills: As a senior executive in the agricultural chemicals and commodities industries for over 20 years, Mr. Pörksen brings first-hand experience of many of the issues that farmers face throughout the world. Mr. Pörksen has deep strategy experience combined with operational expertise in agricultural engineering, quality, manufacturing, sales, marketing and product management. He also brings a wealth of knowledge and involvement in international agricultural and commodity markets, especially in EME, from which 52% of AGCO’s sales are derived. | | Qualifications and Skills: Through his service for 13 years as the Chief Financial Officer of a large, multi-national manufacturer of construction, defense and other heavy equipment, Mr. Sagehorn has first-hand experience with many of the finance and accounting issues faced by AGCO, as well as with the global compliance environment. His prior experience in business development adds value as AGCO continues to consider expansion through acquisitions, particularly in the precision farming area. His expertise also adds depth to the Board’s expertise with audit, public-company disclosure and related functions. | |

  11. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | | MALLIKA SRINIVASAN Age: 64 Director since July 2011 | | MATTHEW TSIEN Age: 63 Director since January 2021 | | •Chairman of Tractors and Farm Equipment Limited, the second largest agricultural tractor manufacturer in India, since December 2019 and previously held various progressing positions at TAFE since 1986 •Chairperson of the Indian Government’s Public Enterprises Selection Board •Core Member of the BRICS Women’s Alliance •Former member of the Board of Directors of Tata Steel Limited (India) and Tata Consumer Products Limited (India) •Former President of the Tractor Manufacturers Association of India •Former member of the Board of Governors of the Indian Institute of Technology, Madras, and the Indian Institute of Management, Tiruchirappalli | | •Director, Magna International since May 2023 •Former Executive Vice President and Chief Technology Officer, General Motors •Former President, General Motors Ventures, 2020 to 2021 •Former President of General Motors China 2014 to 2020 •Various other leadership positions since joining General Motors in 1976, including Executive Vice President and President of GM China; Vice President Planning, Program Management and Strategic Alliances, China; Executive Vice President, SAIC-GM-Wuling Automotive; Executive Director, Global Technology Engineering; Executive Director, Vehicle Systems, North America Product Development; Chief Technology Officer and Director, Business Planning, GM China | | | Qualifications and Skills: As the leader of India’s second largest tractor manufacturer, Ms. Srinivasan has over 37 years of first-hand experience in the agricultural farm machinery industry in India, emerging markets, and several of other markets served by AGCO. Ms. Srinivasan also has expertise in strategy and works in policy formulation and leadership development at corporate, state and national levels. Ms. Srinivasan brings to the Board both agricultural equipment and distribution knowledge and expertise together with public company board service. | | Qualifications and Skills: Through his 40-year career with General Motors prior to his recent retirement, including his roles as Executive Vice President and Chief Technology Officer, Mr. Tsien helped lead one of the largest manufacturers in the U.S. evolve through successive generations of technology and performance requirements. He also has exceptional international experience, including his service as President of GM China, where he held profit and loss responsibility and led 50,000 workers producing automobiles for both the Chinese market and export. Mr. Tsien brings to the Board years of experience in engineering, electrification, connectivity, manufacturing, supply chain management and product design. Mr. Tsien has significant expertise in the management of, and investment in, evolving technologies. | |

  12. IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

    IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES The Governance Committee has an ongoing process in place to identify potential Board candidates who possess the skills and personal characteristics that will allow the Board and its committees to best fulfill their responsibilities. As part of this process, the Governance Committee develops specific candidate profiles to guide Board refreshment as needs arise. It has retained a leading global search firm to assist in identifying candidates where appropriate. Since 2017, the Board has added six independent directors who each possess the desired expertise and meet the candidate profiles developed by the Committee. In addition to the specific profiles established for individual searches, there are a number of factors that the Committee generally views as relevant and is likely to consider to ensure the entire Board, collectively, embraces a wide variety of characteristics. These include: •career experience, particularly experience that is germane to the Company’s business, such as with agricultural products and services, international operations, technology, distribution, product development and worldwide product management, sales, marketing, sustainability, legal, human resources and finance experience; •experience serving on other boards of directors or in the senior management of companies that have faced issues generally of the level of sophistication that the Company faces; •contribution to diversity of the Board and a commitment to furthering diversity; •integrity and reputation; •wisdom and judgment; •independence; •willingness and ability to participate fully in the work of the Board and to attend meetings in person; and •current membership on the Company’s Board — our Board values continuity (but not entrenchment). The Governance Committee does not assign a particular weight to these individual factors. Similarly, the Committee does not expect to see all (or even more than a few) of these factors in any individual candidate. Rather, the Committee looks for a mix of factors that, when considered along with the experience and credentials of the other candidates and existing directors, will provide stockholders with a diverse and experienced Board. The Committee strives to recommend candidates who bring a unique perspective to the Board in order to contribute to the collective diversity of the Board. The Board believes that a diversity of experience, gender, race, ethnicity (national origin), age and other factors contributes to effective governance over the affairs of the Company for the benefit of its stockholders. The Governance Committee reviews potential Board candidates against the criteria it has established, develops a short list of candidates to recommend to the Board, obtains Board input on the candidates, arranges interviews, and ultimately makes final recommendations to the Board for consideration. The Committee closely monitors the size and composition of the Board and makes recommendations as to the pace of Board refreshment so that it has the benefit of both fresh perspectives and the knowledge that tenure and experience with the Company provide. The Governance Committee welcomes recommendations for nominations from the Company’s stockholders and evaluates stockholder nominees in the same manner that it evaluates a candidate recommended by other means. In order to make a recommendation, the Committee requires that a stockholder send the Committee: •a resume for the candidate detailing the candidate’s work experience and academic credentials; •written confirmation from the candidate that he or she (i) would like to be considered as a candidate and would serve if nominated and elected, (ii) consents to the disclosure of his or her name, (iii) has read the Company’s Global Code of Conduct (the “Code”) and that during the prior three years has not engaged in any conduct that, had he or she been a director, would have violated the Code or required a waiver, (iv) is, or is not, “independent” as that term is defined in the committee’s charter, and (v) has no plans to change or influence the control of the Company; •the name of the recommending stockholder as it appears in the Company’s books, the number of shares of common stock that are owned by the stockholder and written confirmation that the stockholder consents to the disclosure of his or her name. (If the recommending person is not a stockholder of record, he or she should provide proof of share ownership); •personal and professional references for the candidate, including contact information; and •any other information relating to the candidate required to be disclosed in solicitations of proxies for election of directors or as otherwise required, in each case, pursuant to Regulation 14A of the Exchange Act. The foregoing information should be sent to the Governance Committee, c/o Corporate Secretary, AGCO Corporation, 4205 River Green Parkway, Duluth, Georgia 30096, who will forward it to the chair of the Committee. The advance notice provisions of the Company’s By-Laws provide that for a proposal to be properly brought before a meeting by a stockholder, such stockholder must disclose certain information and give the Company timely notice of such proposal in written form meeting the requirements of the Company’s By-Laws no later than 60 days and no earlier than 90 days prior to the anniversary date of the immediately preceding Annual Meeting of stockholders. The Committee does not necessarily respond directly to a submitting stockholder regarding recommendations. In the event that a stockholder decides to formally nominate an individual for election as a director, as contrasted with recommending an individual to the Governance Committee, the process for such nomination is described in the By-Laws of the Company.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information concerning the compensation of the members of the Board for the most recently completed year. As reflected in the table, each non-employee director received an annual base retainer of $120,000 plus $165,000 in restricted shares of the Company’s common stock for Board service. Committee chairs received an additional annual retainer of $15,000 (or $25,000 for the chair of the Audit Committee and $20,000 for the chair of the Talent and Compensation Committee). Mr. Arnold, who was the Lead Director in 2023, also received an additional annual $40,000 Lead Director’s fee. Each non-employee director received an additional annual retainer of $6,000 if they served on three or more board committees (excluding the executive committee). The Company does not have any consulting arrangements with any of its directors.

  14. DIRECTOR COMPENSATION

    | 2023 DIRECTOR COMPENSATION |

  15. DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Michael C. Arnold | 175,000 | 165,000 | — | 340,000 | | Sondra L. Barbour | 151,000 | 165,000 | — | 316,000 | | Suzanne P. Clark | 140,000 | 165,000 | — | 305,000 | | Bob De Lange | 135,000 | 165,000 | — | 300,000 | | George E. Minnich | 141,000 | 165,000 | — | 306,000 | | Niels Pörksen | 120,000 | 165,000 | — | 285,000 | | David Sagehorn | 120,000 | 165,000 | — | 285,000 | | Mallika Srinivasan | 120,000 | 165,000 | — | 285,000 | | Matthew Tsien | 120,000 | 165,000 | — | 285,000 | | Total | 1,222,000 | 1,485,000 | — | 2,707,000 |

  16. DIRECTOR COMPENSATION

    (1)Mr. Hansotia, as an employee of the Company, was not compensated for his service on the Board. (2)The Long-Term Incentive Plan provides for annual restricted stock grants of the Company’s common stock to all non-employee directors. For 2023, each non-employee director was granted $165,000 in restricted stock. All restricted stock grants are restricted as to transferability for a period of one year following the award. In the event a director departs from the Board, the non-transferability period expires immediately. The 2023 annual grant occurred on April 27, 2023. The total grant on April 27, 2023 was 12,069 shares, or 1,341 shares per director. The amounts above reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation-Stock Compensation” (“ASC 718”). After shares were withheld for income tax purposes, each director held the following shares as of December 31, 2023 related to this grant: Mr. Arnold — 1,072 shares; Ms. Barbour — 1,341 shares; Ms. Clark — 1,341 shares; Mr. De Lange — 1,341 shares; Mr. Minnich — 804 shares; Mr. Pörksen — 1,005 shares; Mr. Sagehorn — 1,341 shares; Ms. Srinivasan — 938 shares; and Mr. Tsien — 1,341 shares.

  17. 2024 INCENTIVE PROGRAM OVERVIEW

    2024 INCENTIVE PROGRAM OVERVIEW The Talent and Compensation Committee determined to generally maintain the 2023 incentive program design in 2024, and there were no significant structural changes to the program for 2024.

  18. 2024 INCENTIVE PROGRAM OVERVIEW

    | | Compensation Vehicle | Measurement Period | Metric | Link to Performance and Strategy | | Short-Term Incentive (STI) Program (AIP Plan) | Annual Incentives | One year | Adjusted Operating Margin (40%) (sliding scale relative to industry) | Aligns pay with performance and uses sliding scale approach for performance targets to manage cyclicality | | | | | Return on Net Assets (RONA) (40%) (sliding scale relative to industry) | Margin improvement and sound asset management are key to improving financial performance | | | | | Employee Engagement (10%) | Employee engagement supports employee retention and is critical to our ability to successfully implement our strategy | | | | | Customer Satisfaction (10%) | Improved customer experience leads to better customer retention and improved sales |

  19. 2024 INCENTIVE PROGRAM OVERVIEW

    | | Compensation Vehicle | Measurement Period | Metric | Mix | Link to Performance and Strategy | | Long-Term Incentive (LTI) Program | Performance Share Units (“PSUs”) | Three years | 3-year Revenue growth (50%) | | Aligns pay with performance | | | | | 3-year Return on Net Assets (RONA) (50%) (sliding scale relative to industry) | 60% | Revenue and RONA metrics balance between growth and asset return discipline and uses sliding scale approach for performance targets to manage cyclicality | | | | | Both subject to relative TSR modifier (+/- 20%) | | Relative Revenue target and TSR modifier creates stronger pay-for-performance alignment | | | Restricted Stock Units (“RSUs”) | Three years | 3-year ratable vesting period | 40% | Promotes retention of key talent | | | Stock Settled Stock Appreciation Rights (“SSARs”) | Four years | No new grants made after the year 2020. | N/A | Moved to simpler design with two elements |

  20. RELATIONSHIP BETWEEN COMPENSATION METRICS AND FINANCIAL PERFORMANCE

    | DRIVERS OF OPERATING MARGIN (SHORT-TERM INCENTIVE) | DRIVERS OF RETURN ON NET ASSETS (SHORT-TERM AND LONG-TERM INCENTIVES) | DRIVERS OF 3-YEAR REVENUE GROWTH VS. INDUSTRY (LONG- TERM INCENTIVE, PSUs) | | •Focus on profitability •Cost control/expense management •Streamline operations •Near-term business execution | •Focus on profitability •Efficient use of long-term assets •Working capital efficiency •Accountability for acquisition returns | •Market share •Successful execution of business strategy •Focus on customer trends and requirements |

  21. COMPONENTS OF 2023 EXECUTIVE COMPENSATION

    | Short-Term | Mid-Term | Long-Term | | | Fixed | Variable | | | | Base Salary Cash | AIP Plan Cash | Performance Share Units (PSUs) Stock | Restricted Stock Units (RSUs) Stock | | | | | | | Purpose | | | | | Market-competitive base salary reflecting contribution, background, knowledge, skills and performance | Annual cash incentive based on achievements of key financial targets | Based on AGCO’s performance vs. pre-established goals aligned with generating stockholder value over the long-term | Employee Retention | | Performance Period | | | | | N/A | 1 year | 3 years | 3 years | | Performance Measures | | | | | N/A | Adjusted Operating Margin as a % of Net Sales (40%) Return on Net Assets (40%) Customer Satisfaction (10%) Employee Engagement (10%) | Revenue Growth (50%) Return on Net Assets (50%) Subject to a TSR modifier relative to an agribusiness index | Stock Price Appreciation, as the ultimate award value upon settlement depends upon stock price |

  22. 2023 ANNUAL INCENTIVE (AIP Plan)

    2023 ANNUAL INCENTIVE (AIP Plan) Annual incentives are intended to facilitate alignment of management with corporate objectives in order to achieve outstanding performance and to meet specific AGCO financial targets. Incentive plan performance measures and targets are evaluated annually to ensure they support our strategic business objectives. The AIP Plan is based on AGCO’s performance, and in certain years, on the individualized contribution of executive officers through the leadership of their respective regional or functional areas. For 2023, AIP Plan compensation awards for all NEOs and senior vice presidents were based 100% on corporate goals for global alignment purposes, and there were no individualized goals. AIP Plan opportunities are expressed as a percentage of each executive officer’s base salary. The annual award opportunities for the NEOs in 2023 were:

  23. 2023 ANNUAL INCENTIVE (AIP Plan)

    | | Opportunity as a Percentage of Base Salary | | | | Name | Minimum Award | Target Award | Maximum Award | | Mr. Hansotia | 75% | 150% | 300% | | Mr. Audia | 50% | 100% | 200% | | Mr. Crain | 45% | 90% | 180% | | Mr. Dehner | 45% | 90% | 180% | | Mr. Felli | 45% | 90% | 180% |

  24. 2023 ANNUAL INCENTIVE (AIP Plan)

    The corporate objectives and targets are set at the beginning of each year and approved by the Talent and Compensation Committee based upon the prior year’s results as well as a budget reviewed by the Finance Committee and approved by the Board of Directors. Unless determined otherwise, the Talent and Compensation Committee excludes restructuring and certain other items from the calculation of adjusted operating margin as a percentage of net sales and return on net assets in order to ensure the calculations are equitable and reflect normalized operating results. In addition, the Talent and Compensation Committee has the ability to make adjustments based upon other appropriate circumstances. The charts below summarize the performance measures, weightings, and results that the Talent and Compensation Committee approved for the 2023 annual incentive.

  25. DESCRIPTION OF PERFORMANCE MEASURES

    DESCRIPTION OF PERFORMANCE MEASURES

  26. DESCRIPTION OF PERFORMANCE MEASURES

    | PERFORMANCE MEASURE | DEFINITION | RATIONALE | | Adjusted Operating Margin as a Percentage of Net Sales | Adjusted income from operations divided by net sales. This measure excludes restructuring expenses and certain other items approved by the Talent and Compensation Committee. | Margin improvement links to earnings and is key to increasing company performance and stockholder value. | | Return on Net Assets | Adjusted income from operations divided by net assets. This measure excludes restructuring expenses and certain other items approved by the Talent and Compensation Committee. | Return on net assets promotes improving returns through an efficient use of capital and is an important indicator of stockholder value. | | Customer Satisfaction | Utilizes the Net Promoter Score, a metric that measures customer satisfaction and loyalty, to calculate the willingness of our customers to recommend AGCO products to others. This calculation is a proxy to gauge the customer’s overall satisfaction with AGCO’s products and the customer’s loyalty to the AGCO brand. | Improved customer experience leads to better customer retention and improved sales. | | Employee Engagement | The level of our employees’ commitment and connection to our organization. Employee Engagement is measured through an annual survey; the survey measures our employees’ collective level of engagement via their responses to four questions that comprise our “employee engagement index.” | Employee engagement supports employee retention and is critical to our ability to successfully implement our strategy. |

  27. 2023 ANNUAL INCENTIVE PAYOUTS

    2023 ANNUAL INCENTIVE PAYOUTS As described previously, the financial targets for the annual incentive plan are adjusted on a sliding scale relative to actual industry conditions in order to address industry cyclicality. The performance targets remained appropriately challenging for management to achieve in contrast to fixed targets that might not have been met and therefore would not have provided an appropriate incentive. With the assistance of its independent compensation consultants, the Talent and Compensation Committee assessed these and other factors in order to determine whether an adjustment should be made to the 2023 performance metrics. The Committee considered whether and to what extent the underlying causes were reasonably foreseeable and whether the impact was significant despite the best efforts of management and other employees. In addition, the Committee reviewed AGCO’s overall 2023 financial performance in comparison to the challenging sliding scale targets. As a result of the overall performance of the agricultural equipment industry and the Company’s approach to align targets based upon the industry’s ten-year average, the targets for adjusted operating margin and return on net assets for 2023 were increased on a sliding scale by approximately 100 basis points and 240 basis points, respectively, from the 2022 targets. In future years, the targets will be increased or decreased as appropriate to reflect the industry’s cyclical status at that time. As indicated below, for 2023, both adjusted operating margin and RONA exceeded target, at 12.0% and 38.8%, respectively. With respect to the first of our non-financial measures, Customer Satisfaction, for 2023, we set our goal based on net promoter score, which increased compared to 2022. We achieved a metric of 65.8% for this goal. As to employee engagement, for 2023, we set our goal based on the results of our annual employee survey, which increased compared to 2022. During 2023, we announced that we were placing our Grain & Protein business under strategic review. We are assessing all strategic options to ensure our Grain & Protein customers are serviced in the best way possible, and that the business is best positioned to maximize its full potential. After careful review, the Committee determined it would exclude the Grain & Protein employees from the results of its employee engagement survey while the business is under strategic review. We achieved a metric of 72% for this goal. Had the Grain & Protein employees been included in the results, we would have achieved a metric of 71% for this goal. Accordingly, the Talent and Compensation Committee determined that AGCO performed at 189% of the established short-term incentive target for 2023.

  28. 2023 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    2023 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

  29. 2023 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | Measure | Weight | Bonus Objective | Percent Achieved | Earned Award | | | | | | | | Adjusted Operating Margin as a Percentage of Net Sales | | | 200.0% | 80.0% | | | | | | | | Return on Net Assets | | | 200.0% | 80.0% | | | | | | | | Customer Satisfaction | | | 90.0% | 9.0% | | | | | | | | Employee Engagement | | | 200.0% | 20.0% | | Total | 189.0% | | | |

  30. 2023 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    The short-term incentive payouts in 2023 were as follows:

  31. 2023 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    | Name | As a % of Salary | Actual Amount | | Mr. Hansotia | 284% | $3,732,750 | | Mr. Audia | 189% | $1,349,460 | | Mr. Crain | 170% | $1,030,782 | | Mr. Dehner(1) | 170% | $967,278 | | Mr. Felli(2) | 176% | $891,339 |

  32. 2023 ANNUAL INCENTIVE PERFORMANCE MEASURES AND RESULTS

    (1)Mr. Dehner’s short-term incentive payout was calculated and paid in Swiss francs and shown here in USD based on the 2023 average exchange rate. (2)Mr. Felli’s short-term incentive payout was calculated and paid in Brazilian reals and shown here in USD based on the 2023 average exchange rate.

  33. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE LTI is intended to engage executives in achieving longer-term performance goals and to make decisions in the best interest of the stockholders. LTI performance goals are reviewed annually to ensure they are appropriately aligned with stockholder interests and the strategic business objectives of AGCO. In January 2023, the Talent and Compensation Committee approved long-term incentive awards for 2023 eligible plan participants. The target award levels for each award type were set at median level of market competitiveness. The following table summarizes the mix and performance measurements for each form of equity awarded to our NEOs for 2023 under our LTI Plan:

  34. LONG-TERM INCENTIVE

    | AWARD TYPE | MEASUREMENT | RATIONALE | | Performance Share Plan ("PSP"): 60% | •50% 3-year Revenue Growth •50% 3-year Return on Net Assets (RONA) •+/- 20% TSR modifier | Both metrics are meaningful measures of our performance and have a strong correlation to generating stockholder value over the long-term. The TSR modifier aligns with creating value for our stockholders. | | Restricted Stock Units (RSUs): 40% | •N/A | Encourages executive retention. Creates alignment with long-term stockholder value. |

  35. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    2021 – 2023 PERFORMANCE SHARE PLAN (PSP) The performance period for the PSP awards granted in 2021 was completed at the end of 2023. Targets for the 2021-2023 performance cycle were set in 2021 based upon the following: •For RONA, the target was set on a relative industry sliding scale above the target set for RONA in the short-term AIP plan for 2021 to reflect an expectation of improvement for a three-year compared to a one-year target. •For Revenue Growth, the target was set based on achieving revenue above the relative industry performance for the three-year period. We evaluate performance for each year of the three-year periods independently, which provides more opportunity for consistent payouts and to allow for alignment in a challenging industry environment. At the end of the three-year performance period, we average the three-year performance results to determine the number of performance shares earned. We then apply a TSR modifier, that could result in an increase or a reduction of shares earned by 20%, dependent on the quartile of TSR performance relative to the agribusiness index for the three-year performance period.

  36. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    | | RONA | % of RONA Performance Shares Earned | Weighted % of Total PSP Shares Earned | | Threshold | 24.9% | 33.3% | 16.5% | | Target | 31.9% | 100.0% | 50.0% | | Maximum | 38.9% | 200.0% | 100.0% | | Actual | 34.1% | 131.4% | 65.7% |

  37. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    | | Revenue Growth (above industry performance) | % of “Revenue Growth” Performance Shares Earned | Weighted % of Total PSP Shares Earned | | Threshold | 0.0% | 33.3% | 16.5% | | Target | 3.0% | 100.0% | 50.0% | | Maximum | 6.0% | 200.0% | 100.0% | | Actual | 4.8% | 160.0% | 80.0% |

  38. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    | TSR Modifier Applied to Number of Performance Shares Earned | | | Percentile Rank Achieved1 | Earned Adjustment | | >75th percentile | + 20% share adjustment | | >25th percentile and <75th percentile | No adjustment | | < 25th percentile | - 20% share adjustment |

  39. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    1Quartile of performance relative to the MVIS Global Agribusiness Index. At the conclusion of the cycle, the Talent and Compensation Committee determined that, based on the Company’s performance, we achieved 34.1% with respect to RONA and 4.8% with respect to Revenue Growth. We achieved at the 80th percentile for TSR, and therefore applied a TSR modifier of 20% to the number of performance shares earned. The Committee made no adjustments for the 2021-2023 PSU awards. The awards paid out at 174.8% of target. The target award and actual number of shares received by the NEOs for the three-year PSP performance cycle (2021-2023) are shown below:

  40. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    | | Three-Year Performance Cycle (2021-2023) | | | Name | Target Award (100%) | Actual Award (174.8%) | | Mr. Hansotia | 35,065 | 61,292 | | Mr. Audia(1) | — | — | | Mr. Crain | 4,920 | 8,598 | | Mr. Dehner | 4,920 | 8,598 | | Mr. Felli | 4,920 | 8,598 |

  41. 2021 – 2023 PERFORMANCE SHARE PLAN (PSP)

    (1)Mr. Audia was hired on July 1, 2022, and thus, did not receive a 2021-2023 Performance Share Plan Award.

  42. 2023-2025 PERFORMANCE SHARE PLAN (PSP)

    2023-2025 PERFORMANCE SHARE PLAN (PSP) We granted PSP awards in 2023 with the same design as the 2021 PSP awards described above. We intend to disclose the specific target goals for the 2023 PSP awards at the conclusion of the three-year performance period.

  43. MATRIX OF AWARD OPPORTUNITIES FOR AWARDS GRANTED IN 2023

    | | Return on Net Assets | | | | | | | Below Threshold | Threshold | Target | Outstanding | | | Outstanding | 100.0% | 116.5% | 150.0% | 200.0% | | | Target | 50.0% | 66.6% | 100.0% | 150.0% | | | Threshold | 16.5% | 33.3% | 66.6% | 116.5% | | | Below Threshold | —% | 16.5% | 50.0% | 100.0% | |

  44. MATRIX OF AWARD OPPORTUNITIES FOR AWARDS GRANTED IN 2023

    If the actual performance of the goal falls in between the established goals for threshold, target and outstanding performance, the associated payout factor will be calculated using a straight-line interpolation between the two goals. In addition, the shares earned are subject to a TSR modifier that is determined at the end of the three-year performance cycle, that could result in an increase or a reduction of shares earned by 20%, dependent on the quartile of performance relative to the MVIS Global Agribusiness Index. The increase or reduction in shares is determined by the following percentile ranking: Less than or equal to the 25th percentile results in a 20% reduction, greater than the 25th percentile and less than the 75th percentile results in no adjustment and greater than or equal to the 75th percentile results in a 20% increase. Unless determined otherwise, the Talent and Compensation Committee excludes restructuring and certain other items from the calculations of Return on Net Assets in order to ensure the calculations are equitable and reflect normalized operating results and actions are not discouraged by their projected impact on the awards (this approach also applies to the AIP plan calculation of adjusted operating margin).

  45. ONE-TIME TRANSACTION AWARD OPPORTUNITY

    ONE-TIME TRANSACTION AWARD OPPORTUNITY On September 28, 2023, AGCO entered into a Sale and Contribution Agreement with Trimble Inc. and its currently 100%-owned subsidiary Trimble Solutions, LLC (the “Trimble Ag joint venture”). Immediately following the closing and as a result of the transaction, the Company will own an 85% interest in the planned Trimble Ag joint venture. In connection with the transaction, the Talent and Compensation Committee approved a transaction-based bonus for certain employees involved in the execution of the transaction and post-merger integration. Subject to the closing of the transaction, which is currently anticipated to take place in the first half of 2024, Mr. Audia will receive a transaction bonus award with the target value of $540,750. 50% of the award will be in cash at the closing of the transaction, and 50% in RSUs that will be granted in the month following the one year anniversary date of the closing, subject to three-year ratable vesting from the anniversary of the grant date, subject generally to continued employment. In accordance with SEC rules, the cash portion will be disclosed in the Summary Compensation Table in the year in which the cash award is earned, and the RSU portion will be disclosed in the Summary Compensation Table in the year in which it is granted.

  46. PAY GOVERNANCE AND PAY FOR PERFORMANCE PHILOSOPHY

    | Philosophy | Approach | | Align with Stockholders’ Interests | Compensation paid should align directly with the long-term interests of our stockholders, and our executives should share with them in the performance and value of our common stock. | | Support Business Strategy | Compensation should be based on challenging Company performance and strategic goals, which are within our executive’s control and reward performance aligned with AGCO’s strategy, values, and desired behaviors. | | Pay for Performance | Target compensation should have an appropriate mix of short-term and long-term pay elements. In general, compensation is highly weighted -- on average, over 70% -- to variable or “at risk” compensation. | | Encourage Executive Stock Ownership | Executives should meet minimum requirements for share ownership. | | Competitive Compensation - Attract and Retain Quality Management | Executive pay is market competitive but also performance-based and structured so that it addresses retention, recruitment, market scarcity and other business concerns. |

  47. PAY GOVERNANCE AND PAY FOR PERFORMANCE PHILOSOPHY

    | WHAT WE DO: | | Talent and Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant Talent and Compensation Committee annually reviews financial performance objectives in our annual and long-term incentive plans Annual and long-term incentive plans with performance objectives aligned to business goals Long-term vesting period for equity awards Compensation programs support a conservative approach to share usage Double-trigger equity vesting in the event of change-in-control Require substantial stock ownership for all executive officers and directors Clawback provisions in plans | | WHAT WE DON’T DO: | | No tax gross-ups on change-in-control benefits (for all employment contracts since 2017 including the new CEO contract) Encourage excessive or unnecessary risk-taking Reprice equity awards without shareholder approval Allow directors or executives to engage in hedging or pledging of AGCO’s securities |

  48. BENCHMARKING COMPENSATION TO PEERS

    BENCHMARKING COMPENSATION TO PEERS The Talent and Compensation Committee’s goal is to provide target total direct compensation (target total cash plus target LTI opportunity) for each NEO that is competitive with the median levels of other industrial companies of similar size and complexity. The Talent and Compensation Committee annually reviews the peer group for compensation comparisons and makes updates as needed to ensure that the included companies are appropriate comparators for determining whether total compensation for NEOs aligns with market. In determining the appropriate peer group, the Talent and Compensation Committee considers the attributes of company size as well as similarity of industry and business, as outlined in the table below.

  49. BENCHMARKING COMPENSATION TO PEERS

    | PEER GROUP – SELECTION PROCESS |

  50. REVIEW OF CURRENT COMPENSATION PEER GROUP

    REVIEW OF CURRENT COMPENSATION PEER GROUP

  51. REVIEW CRITERIA

    REVIEW CRITERIA Our assessment of potential peer companies involved a series of key guidelines and parameters along with sound judgment to arrive at an appropriate compensation peer group. Note that not all compensation peer companies match all criteria, and not all criteria are of equal importance.

  52. REVIEW CRITERIA

    With the assistance of its independent consultants, the Talent and Compensation Committee reviewed our peer group in July 2023 and decided that no changes were necessary. The composition of the current peer group (16 companies) is shown below.

  53. NEO EMPLOYMENT AGREEMENTS

    NEO EMPLOYMENT AGREEMENTS AGCO maintains employment agreements with each of the NEOs, all of which the Company believes to be consistent with market practices. These agreements generally provide for the following: •Annual base salary •Participation in annual cash and long-term incentive equity programs •Severance benefits, as described below •For Messrs. Crain and Hansotia, participation in the Company’s supplemental retirement program (the ENPP) and for Mr. Audia, participation in the Company’s Nonqualified Defined Contribution Plan, each described below •For Mr. Dehner, participation in a pension plan (the Swiss Life Collective “BVG” Foundation pension fund), described below, and reimbursement for certain health care benefits •For Mr. Felli, participation in a pension plan (Brazil Defined Contribution Plan), described below •A company car and reimbursement for customary expenses •For Mr. Hansotia: (1) Reimbursement of the cost of one club membership, (2) Term life insurance equal in value to six-times his base salary and (3) 50 hours of flight time annually for personal use of the Company-provided aircraft (subject to a carryover of unused flight time of up to 10 hours) •Customary non-compete and non-solicitation provisions for two years post-employment, and a confidentiality provision for five years post-employment •During the two-year (for Mr. Hansotia, three-year) period following a change in control, no reduction in position, duties, responsibilities, and compensation and no relocation of office

  54. POST-TERMINATION AND CHANGE IN CONTROL BENEFITS

    POST-TERMINATION AND CHANGE IN CONTROL BENEFITS Employment agreements with the executives provide severance benefits when the termination by the Company is without “cause” (or other such similar term as included in the applicable employment agreement or incentive plan) or by the executive with “good reason.” The size of the severance benefits depends on whether the termination is within two years following a change of control.

  55. SEVERANCE BENEFITS WITHOUT A CHANGE OF CONTROL

    SEVERANCE BENEFITS WITHOUT A CHANGE OF CONTROL For terminations by the Company without “cause” or by an executive for “good reason” that do not involve a change of control, the severance benefit includes: •For Mr. Felli, such severance payments as are required by the local law in Brazil •Mr. Hansotia will receive his base salary for two years upon termination, and Messrs. Audia, Crain and Dehner will receive their respective base salaries for one year upon termination •For Messrs. Audia, Crain and Hansotia, continued life insurance benefits and up to eighteen months COBRA coverage at active employee rates •For Mr. Hansotia, a two-times bonus (calculated based on the three-year average of annual cash bonus received during the prior two completed years and the current year’s trend), payable in a lump sum •For Messrs. Audia, Crain and Dehner, a pro rata portion of bonus or other incentive benefits for year of termination •However, if Messrs. Audia, Crain, Dehner or Hansotia’s termination of employment occurs at age 65 or older, the executive will not be eligible for the base salary continuation and bonus payments described above •A terminated executive also is entitled to receive any vested benefits under the ENPP payable beginning at age 65

  56. SEVERANCE BENEFITS TRIGGERED ON TERMINATION FOLLOWING A CHANGE OF CONTROL

    SEVERANCE BENEFITS TRIGGERED ON TERMINATION FOLLOWING A CHANGE OF CONTROL For terminations by the Company without “cause” or by an executive for “good reason” within two years following a change of control, the severance benefit includes: •A lump sum payment representing 3x base salary for Mr. Hansotia, 2x base salary for Messrs. Audia, Crain and Dehner, and 1x base salary for Mr. Felli. •Pro rata portion of bonus or other incentive benefits for year of termination. •For Mr. Hansotia, a 3x bonus, for Messrs. Audia, Crain and Dehner, a 2x bonus, and for Mr. Felli, a 1x bonus (calculated based on the three-year average of annual cash bonus received during the prior two completed years and the current year’s trend), payable in a lump sum. •Continued life and/or group health coverage or benefits at the same rates in effect at the time of termination, or payment in lieu of such amounts if, for a post-termination period equal to: for Mr. Hansotia, three years; for Messrs. Audia, Crain and Dehner, two years; and for Mr. Felli, one year. In addition to the cash severance payments, certain enhanced vesting benefits exist following a change in control: •All unvested equity awards include a “double-trigger” provision that provides for accelerated vesting of any unvested portion of the award, contingent on a change in control and either termination of employment (as a result of death, disability or retirement, or by the Company without “good cause” or by the executive for “good reason”) or failure of the acquiring company to assume outstanding equity grants or provide participants with the value equal to that of the unvested equity grants. •All benefits under the ENPP that have been earned based on years of service also become vested upon a change of control, regardless of whether the participant experiences a termination following the change in control. •Accelerated vesting of the executive’s account under the Nonqualified Defined Contribution Plan, regardless of whether the participant experiences a termination following such change in control. Mr. Crain is entitled to receive a gross-up for excise taxes due on any of the change of control payments described above, other than ordinary income taxes associated with payouts from a change of control. Based upon discussions with stockholders, we eliminated the gross-up for excise taxes on severance payments due to a change in control for any executive receiving an employment agreement in 2017 and beyond. Under the provisions of Messrs. Audia’s, Dehner’s, Hansotia’s and Felli’s employment contracts, there are no excise tax gross-ups for severance payments (this provision was removed from Mr. Hansotia’s agreement in 2021). For purposes of these benefits, a “change of control” occurs, in general, when either (i) one or more persons acquire common stock of the Company that, together with other stock owned by the acquirers, amounts to more than 50% of the total fair market value or total voting power of the stock; (ii) one or more persons acquire during a 12-month period stock of the Company that amounts to 30% or more of the total voting power of the stock; (iii) a majority of the members of our Board of Directors are replaced in any 12-month period by directors who are not endorsed by a majority of the directors then in office; or (iv) with some exceptions, one or more persons acquire assets from the Company that have a total fair market value equal to or greater than 40% of the aggregate fair market value of all of our assets.

  57. RETIREMENT AND OTHER BENEFITS

    | PLAN TYPE | DESCRIPTION | STATUS | | AGCO 401(k) Plan | For the Company’s 401(k) plan, we generally contributed approximately $14,850 to each eligible U.S.-based executive’s 401(k) account during 2023, which was the maximum contribution match allowable under the Company’s 401(k) plan. | Active | | Executive Nonqualified Pension Plan (“ENPP”) | The ENPP provides the Company’s eligible U.S.-based executives with retirement income for a period of 15 years based on a percentage of their final average compensation, including base salary and annual incentive bonus, reduced by the executive’s social security benefits and 401(k) plan benefits attributable to employer matching contributions. | ENPP frozen to future salary benefit accruals as of December 31, 2024 | | Executive Defined Contribution (“DC”) | The Company maintains a DC plan with respect to which it makes contributions for certain senior U.S.-based executives. Executives who currently participate in the ENPP will transition to the DC plan in 2025 in connection with the freeze of the ENPP. Mr. Audia was the only NEO who participated in the DC plan during 2023. For Vice Presidents and Senior Vice Presidents, we annually contribute 10% of the executive officer’s salary plus his or her annual incentive compensation, less any contributions made during the year with respect to the AGCO 401(k) plan, to the DC Plan. For the Chief Executive Officer, the annual contribution percentage is 15%, similarly adjusted. | Active | | Swiss Life Collective BVG Foundation | A cash balance plan with contributions made both by the Company and the executive. The account balance represents contributions made by the Company (plus interest), as well contributions from prior employers. | Active | | Brazil Defined Contribution Plan | A defined contribution plan that is broadly available to employees in Brazil. This plan provides a 100% match on contributions up to a maximum of 6% of pay, plus the potential for catch-up contributions. | Active |

  58. Summary of 2023 Compensation

    Summary of 2023 Compensation The following table provides information concerning the compensation of the NEOs for the Company’s three most recently completed years ended December 31, 2021, 2022 and 2023. In the column “Salary,” we disclose the amount of base salary paid to the NEO during the year. In the column “Stock Awards,” we disclose the award of stock (specifically RSUs) measured in dollars and calculated in accordance with ASC 718 Compensation - Stock Compensation. For awards of RSUs, the ASC 718 aggregate grant date fair value per share is equal to the closing price of our common stock on the date of grant decreased by the present value of the future dividends estimated to be distributed. For the PSP awards that included a market condition, the company measured the fair value using a Monte Carlo simulation. The amounts disclosed as the aggregate grant date fair value of the stock awards granted under the PSP are computed at the probable outcome of the performance conditions, or “target” level. The actual amounts that will be earned are dependent upon the achievement of applicable performance goals. Please also refer to the table below under the caption “2023 Grants of Plan-Based Awards.” For more information on our 2023 RSU and PSP grants (including applicable vesting and performance conditions), see the section entitled “Long-Term Incentive”. In the column “Non-Equity Incentive Plan Compensation,” we disclose amounts earned under our AIP Plan. The amounts included with respect to any particular year are dependent on whether the achievement of the relevant performance measure was satisfied during the year. For more information on our 2023 AIP program (including applicable performance metrics), see the section entitled “2023 Annual Incentive.” In the column “Change in Pension Value and Non-Qualified Earnings,” we disclose the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined-benefit and actuarial-benefit plans (including supplemental plans) in 2023. In the column “All Other Compensation,” we disclose the sum of the dollar value of all perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000. The Company currently has employment agreements with Messrs. Hansotia, Audia, Crain, Dehner and Felli, as described in the section entitled “NEO Employment Agreements” above.

  59. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  60. 2023 Summary Compensation Table

    | Name and Principle Position(1) | Year | Salary(2) ($) | Bonus ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non- Qualified Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Eric P. Hansotia Chairman, President & CEO | 2023 | 1,316,667 | — | 9,252,255 | 3,732,750 | 2,567,180 | 402,414 | 17,271,266 | | | 2022 | 1,216,667 | — | 8,573,886 | 2,986,271 | 363,569 | 210,060 | 13,350,453 | | | 2021 | 1,150,000 | — | 6,978,345 | 2,248,969 | 652,962 | 151,472 | 11,181,748 | | Damon J. Audia Senior Vice President — Chief Financial Officer | 2023 | 714,000 | — | 1,205,287 | 1,349,460 | — | 158,548 | 3,427,295 | | | 2022 | 350,000 | — | 3,207,997 | 609,406 | — | 625,153 | 4,792,556 | | | 2021 | — | — | — | — | — | — | — | | Robert B. Crain Senior Vice President and General Manager, Grain & Protein | 2023 | 605,986 | — | 964,172 | 1,030,782 | 1,059,727 | 61,500 | 3,722,167 | | | 2022 | 605,986 | — | 960,378 | 941,884 | — | 54,446 | 2,562,694 | | | 2021 | 605,986 | — | 979,018 | 853,259 | — | 53,405 | 2,491,668 | | Torsten R.W. Dehner(7) Senior Vice President and General Manager, Fendt/Valtra | 2023 | 568,653 | — | 964,172 | 967,278 | 311,262 | 42,209 | 2,853,574 | | | 2022 | 528,293 | — | 960,378 | 837,263 | — | 29,870 | 2,355,804 | | | 2021 | 551,599 | — | 979,018 | 772,675 | — | 23,364 | 2,326,656 | | Luis F.S. Felli(7) Senior Vice President and General Manager, Massey Ferguson | 2023 | 505,082 | | 964,172 | 891,339 | — | 124,630 | 2,485,223 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |

  61. 2023 Summary Compensation Table

    (1)Mr. Audia joined the Company as Chief Financial Officer on July 1, 2022. (2)Annual base salary increases generally go into effect on May 1. (3)The amounts in this column reflect the grant date fair value of stock awards computed in accordance with ASC 718. The assumptions on which these valuation are based are set for in Note 15 to the audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC on February 27, 2024. Amounts included in this column with respect to PSP awards granted in 2023 reflect the aggregate grant date fair value computed in accordance with ASC 718 in relation to the 2023-2025 three-year performance cycle at the probable outcome of the performance conditions, or “target” level, at the date of grant. Assuming the maximum level of performance, the following would be the values of the award on the date of grant: Mr. Hansotia — $11,377,651; Mr. Audia — $1,482,210; Mr. Crain — $1,185,653; Mr. Dehner — $1,185,653; and Mr. Felli $1,185,653. The following were the grant date fair value of the time-vested RSUs granted in 2023 as reported in this column: Mr. Hansotia — $3,563,430; Mr. Audia — $464,182; Mr. Crain — $371,346; Mr. Dehner — $371,346; and Mr. Felli — $371,346. (4)All annual, cash incentive awards were performance-based. All awards earned for a specific performance in the year are paid the following February or March. (5)The change in each officer’s pension value is the change in the Company’s obligation to provide pension benefits (at a future retirement date) from the beginning of the year to the end of the year. The obligation shown in the “2023 Pension Benefits Table” presented below is the value today of a benefit that will be paid at the officer’s normal retirement age, based on the benefit formula and his or her current salary and service. The values shown in the Summary Compensation Table represent the change in the pension obligation since the prior year. Change in pension values during the year may be due to various sources such as: •Service accruals: The benefits payable from the pension plans increase as participants earn additional years of service. Therefore, as each executive officer earns an additional year of service during the year, the benefit payable at retirement increases. Each of the NEOs who participate in a pension plan earned an additional year of benefit service during 2023. •Compensation increases/decreases since prior year: The benefits payable from the pension plans are related to salary. As executive officers’ salaries increase (or decrease), then the expected benefits payable from the pension plans will increase (decrease) as well. •Aging: The amounts shown above are changes in the present values of retirement benefits that will be paid in the future. As the officers approach retirement, the present value of the liability increases due to the fact that the executive officer is one year closer to retirement than he was at the prior measurement date. •Changes in assumptions: The amounts shown above are changes in the present values of retirement benefits that will be paid in the future. The discount rate used to determine the present value is updated each year based on current economic conditions. This assumption does not impact the actual benefits paid to participants. The discount rate decreased from 2022 to 2023, which contributed to an increase in the present value of the officers’ benefits. The change in pension value is subject to many external variables discussed above, such as discount rates, that are not related to Company performance.

  62. 2023 Summary Compensation Table

    | 2023 SUMMARY COMPENSATION TABLE |

  63. 2023 Summary Compensation Table

    •Plan amendments: The Company periodically amends its retirement programs in order to remain competitive locally and/or align with our global benefits strategy. During 2021, the Company amended the ENPP to freeze future salary benefit accruals as of December 31, 2024, and to eliminate a lifetime annuity feature for participants reaching age 65 subsequent to December 31, 2022. During 2021, while the pension annuity values for Mr. Crain increased due to service and compensation changes, the plan amendment (as described above under “Plan Amendments”) resulted in a net decrease in the present value of benefits of $996,545 for Mr. Crain. Similarly, for Mr. Dehner, while the total account balance under the BVG plan increased, changes in assumptions resulted in a net decrease in the present value of benefits of $69,186. As a result, the change in present value of their pension benefits were reported as $0 during 2022. During 2023, the pension annuity values for Mr. Hansotia and Mr. Crain increased due to service and compensation changes. These increases, in addition to a slight decrease in discount rate during 2023, resulted in an increase in pension value for both. The pension benefits and assumptions used to calculate these values are described in more detail below under the caption “Pension Benefits.” (6)The amount shown as “All Other Compensation” includes the following perquisites and personal benefits for the year ended December 31, 2023:

  64. 2023 Summary Compensation Table

    | Name | Club Membership ($) | Defined Contribution Match ($) | Life Insurance(a) ($) | Car Lease and Maintenance(b) ($) | Other(c) ($) | Total ($) | | Eric P. Hansotia | 15,197 | 14,850 | 14,229 | 38,026 | 320,112 | 402,414 | | Damon J. Audia | — | 132,341 | 5,480 | 6,628 | 14,099 | 158,548 | | Robert B. Crain | 15,197 | 14,850 | 12,660 | 17,869 | 924 | 61,500 | | Torsten R.W. Dehner | — | — | — | 39,946 | 2,263 | 42,209 | | Luis F.S. Felli | — | 29,109 | — | 37,831 | 57,690 | 124,630 |

  65. 2023 Summary Compensation Table

    (a)These amounts represent the value of the benefit to the executive officer for life insurance policies funded by the Company. (b)These amounts represent car lease payments made by the Company for cars used by executives and/or their family members, as well as payments for related gas and maintenance costs. (c)In 2023, in accordance with his employment contract, Mr. Hansotia used the corporate aircraft for personal use for an aggregate of approximately 53 hours (reflecting approximately 3 hours of personal use carried over from 2022) for an aggregate incremental cost of $320,035. Incremental cost for corporate aircraft includes, calculated on a per hour basis, (1) fuel and oil, (2) travel, lodging and other crew expenses, (3) landing, parking, flight planning, customs and similar fees, (4) deadhead and positioning costs, (5) catering costs, (6) maintenance (when not considered a fixed cost), and (7) other similar costs. Since our aircraft is used predominately for business travel, incremental costs exclude fixed costs such as depreciation, crew compensation, hangar rent and insurance. Also included in Mr. Hansotia’s “Other” column is a de minimis amount for home office expenses. The amount for Mr. Crain includes commercial airfare related to attendance by Mr. Crain’s wife at a business-related event — $924. The amount for Mr. Dehner includes commercial airfare-related costs related to attendance by Mr. Dehner’s wife at a business-related event — $2,263. The amount for Mr. Audia includes commercial airfare-related costs related to attendance by Mr. Audia’s significant other at a business related event — $825, relocation expenses and related costs of $13,135, and a de minimis amount for home office expenses. The amount for Mr. Felli includes a local bonus for $39,135, a Merchant’s Day payment related to a collective agreement for $2,687, paid vacation for $13,436, and food vouchers for $2,432. (7)Amounts that were paid in a local currency for Messrs. Dehner and Felli were converted into US dollars from Swiss francs and Brazilian reals, respectively, using 2023 foreign exchange rates.

  66. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards In this table, we provide information concerning each grant of an award made to an NEO in the most recently completed year. This includes the awards under the Company’s AIP Plan, as well as PSP awards and RSUs under the LTI Plan, each of which is discussed in greater detail under the caption “Compensation Discussion and Analysis.” The “Threshold,” “Target” and “Maximum” columns reflect the range of estimated payouts under the AIP Plan and the range of number of shares to be awarded under the PSP. In the second-to-last column, we report the number of shares of common stock underlying RSUs granted in the year. In the last column, we report the aggregate ASC 718 grant date fair value of all stock awards made in 2023.

  67. 2023 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#)) | Grant Date Fair Value of Stock Awards ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (# of shares) | Target (# of shares) | Maximum (# of shares) | | | | Eric P. Hansotia | AIP | | 987,500 | 1,975,000 | 3,950,000 | | | | | | | | PSP | 1/30/23 | | | | 13,147 | 39,440 | 78,880 | | 5,688,826 | | | RSU | 1/30/23 | | | | | | | 26,293 | 3,563,430 | | Damon J. Audia | AIP | | 357,000 | 714,000 | 1,428,000 | | | | | | | | PSP | 1/30/23 | | | | 1,713 | 5,138 | 10,276 | | 741,105 | | | RSU | 1/30/23 | | | | | | | 3,425 | 464,182 | | Robert B. Crain | AIP | | 272,694 | 545,387 | 1,090,775 | | | | | | | | PSP | 1/30/23 | | | | 1,370 | 4,110 | 8,220 | | 592,826 | | | RSU | 1/30/23 | | | | | | | 2,740 | 371,346 | | Torsten R.W. Dehner | AIP | | 255,894 | 511,787 | 1,023,575 | | | | | | | | PSP | 1/30/23 | | | | 1,370 | 4,110 | 8,220 | | 592,826 | | | RSU | 1/30/23 | | | | | | | 2,740 | 371,346 | | Luis F.S. Felli | AIP | | $235,804 | $471,608 | $943,216 | | | | | | | | PSP | 1/30/23 | | | | 1,370 | 4,110 | 8,220 | | 592,826 | | | RSU | 1/30/23 | | | | | | | 2,740 | 371,346 |

  68. 2023 Grants of Plan-Based Awards

    (1)Amounts included in the table above represent the potential payout levels related to corporate objectives for the fiscal year 2023 under the Company’s AIP, described in more detail in the Compensation Discussion and Analysis above. These awards were paid on February 28, 2024. Refer to Note 4 of the 2023 Summary Compensation Table. (2)PSP awards vest based on the attainment of revenue growth and RONA over a three-year period, subject to a total shareholder return modifier. The amounts shown represent the number of shares the executive would receive if the “Threshold,” “Target” and “Maximum” levels of performance are reached for the PSP awards granted in 2023 under the LTI Plan. (3)Amounts represent RSUs, which vest in equal annual installments on the first three anniversaries of the date of grant.

  69. Outstanding Equity Awards at Year-End 2023

    Outstanding Equity Awards at Year-End 2023 The following table provides information concerning unexercised SSARs and stock (including RSUs and PSP awards) that have not been earned or vested for each NEO and is outstanding as of the end of the Company’s most recently completed year. Each outstanding award is represented by a separate row that indicates the number of securities underlying the award. For SSAR awards, the table discloses the exercise price and the expiration date. For stock-based awards, the table provides the total number of shares of stock that have not vested (or have not been earned) and the aggregate market value of shares of stock that have not vested (or have not been earned).

  70. Outstanding Equity Awards at Year-End 2023

    | | | SSAR Awards | | | | | Stock Awards | | | | | Name | Year of Grant | Number of Securities Underlying Unexercised SSARs Exercisable (#) | Number of Securities Underlying Unexercised SSARs Unexercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned SSARs (#) | SSAR Exercise Price ($) | SSAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Value Realized on Vesting(5) ($) | | Eric P. Hansotia | 2018 | 1,250 | — | — | 73.14 | 1/23/2025 | — | — | — | — | | | 2019 | 9,300 | — | — | 62.85 | 1/22/2026 | — | — | — | — | | | 2020 | 6,500 | 3,250 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2021 | — | — | — | — | — | 7,792 | 946,027 | — | — | | | 2022 | — | — | — | — | — | 14,630 | 1,776,228 | 65,834 | 7,992,906 | | | 2022 | — | — | — | — | — | 5,626 | 683,053 | 25,320 | 3,074,101 | | | 2023 | — | — | — | — | — | 26,293 | 3,192,233 | 78,880 | 9,576,821 | | Damon J. Audia | 2022 | — | — | — | — | — | 2,198 | 266,859 | 9,896 | 1,201,473 | | | 2022 | — | — | — | — | — | 16,075 | 1,951,666 | — | — | | | 2023 | — | — | — | — | — | 3,425 | 415,829 | 10,276 | 1,247,609 | | Robert B. Crain | 2020 | — | 2,550 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2021 | — | — | — | — | — | 1,093 | 132,701 | — | — | | | 2022 | — | — | — | — | — | 2,111 | 256,297 | 9,500 | 1,153,395 | | | 2023 | — | — | — | 0 | — | 2,740 | 332,663 | 8,220 | 997,990 | | Torsten R.W. Dehner | 2020 | 2,550 | 2,550 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2021 | — | — | — | — | — | 1,093 | 132,701 | — | — | | | 2022 | — | — | — | — | — | 2,111 | 256,297 | 9,500 | 1,153,395 | | | 2023 | — | — | — | — | — | 2,740 | 332,663 | 8,220 | 997,990 | | Luis F.S. Felli | 2020 | — | 2,550 | — | 72.74 | 1/22/2027 | — | — | — | — | | | 2021 | — | — | — | — | — | 1,093 | 132,701 | — | — | | | 2022 | — | — | — | — | — | 2,111 | 256,297 | 9,500 | 1,153,395 | | | 2023 | — | — | — | — | — | 2,740 | 332,663 | 8,220 | 997,990 |

  71. Outstanding Equity Awards at Year-End 2023

    (1)SSAR awards vest ratably, or 25% annually, over four years beginning from the date of grant, which was January 23, 2018 for the 2018 grants, January 22, 2019 for the 2019 grants, and January 22, 2020 for the 2020 grants. There were no SSARs awarded in 2021, 2022 or 2023. (2)The 2021, 2022, and 2023 RSU awards vest in equal installments over three years on the applicable anniversaries of the grant date, which was 1/20/2021 for the 2021 grants, 1/20/2022 for the 2022 grants (other than the grant of 5,626 RSUs granted to Mr. Hansotia and both of the 2022 awards granted to Mr. Audia, each of which were granted on 7/13/2022) and 1/30/2023 for the 2023 grants. (3)The market value of RSU awards that have not vested is based on the closing price of the Company’s common stock on December 29, 2023 (the last business day of 2023), which was $121.41. (4)The amounts shown represent the number of shares awarded but unearned at “maximum” level of performance under the PSP in January 2022 and January 2023, respectively. The actual amounts that will be earned under the PSP are dependent upon the achievement of pre-established performance goals during the respective performance cycles. The pre-established performance goals related to the 2022 and 2023 PSP grants were achieved above the “target” level of performance; however, the award is subject to

  72. Outstanding Equity Awards at Year-End 2023

    | OUTSTANDING EQUITY AWARDS AT YEAR-END 2022 |

  73. Outstanding Equity Awards at Year-End 2023

    further vesting periods and future actual levels of performance achieved for unearned one-year performance cycles with the ultimate award that is earned determined based upon the average of the three annual percentages. (5)Based on the closing price of the Company’s common stock on December 29, 2023 (the last business day of 2023), which was $121.41.

  74. SSAR Exercises and Stock Vested in 2023

    SSAR Exercises and Stock Vested in 2023 The following table provides information concerning exercises of SSARs and vesting of stock awards including time-based restricted stock units and PSP awards during the most recently completed year for each of the NEOs. The table reports the number of securities acquired upon exercise of SSARs, the aggregate dollar value realized upon exercise of SSARs, the number of shares of stock that have vested and the aggregate dollar value realized upon such vesting.

  75. SSAR Exercises and Stock Vested in 2023

    | | SSAR Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(3) ($) | | Eric P. Hansotia | — | — | 51,433 | 10,219,544 | | Damon J. Audia | — | — | 6,704 | 1,617,523 | | Robert B. Crain | 4,200 | 1,057,635 | 7,497 | 1,727,892 | | Torsten R.W. Dehner | — | — | 9,370 | 1,727,892 | | Luis F.S. Felli | 2,625 | 500,616 | 10,006 | 1,727,892 |

  76. SSAR Exercises and Stock Vested in 2023

    (1)The number of shares acquired on exercise of SSARs is computed by dividing the “Value Realized on Exercise” by the market price of the underlying securities at exercise. The number of shares acquired upon exercise includes the following shares withheld for income tax purposes: Mr. Crain — 3,453 shares and Mr. Felli — 997 shares. (2)The dollar amount realized upon exercise is computed by multiplying the number of SSARs exercised times the difference between the market price of the underlying securities at exercise and the exercise price of the SSARs. (3)Shares withheld for income tax purposes related to stock vested were as follows: Mr. Hansotia — 31,732 shares, Mr. Audia — 5,112 shares, Mr. Crain — 6,310 shares, Mr. Dehner — 4,437 shares, and Mr. Felli — 3,801 shares.

  77. Pension Benefits

    Pension Benefits The “2023 Pension Benefits Table” provides further details regarding the executive officers’ defined benefit retirement plan benefits. Because the pension amounts shown in the “2023 Summary Compensation Table” and the “2023 Pension Benefits Table” are projections of future retirement benefits, numerous assumptions must be applied. In general, the assumptions should be the same as those used to calculate the pension liabilities in accordance with ASC Topic 715, “Compensation – Retirement Benefits,” on the measurement date, although the SEC specifies certain exceptions, as noted in the table below.

  78. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  79. 2023 Pension Benefits Table

    | | | Number of Years of Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Year | | Name | Plan Name | (#) | ($) | ($) | | Eric P. Hansotia | AGCO Executive Nonqualified Pension Plan | 10.50 | 6,242,669 | — | | Damon J. Audia(2) | N/A | N/A | N/A | N/A | | Robert B. Crain | AGCO Executive Nonqualified Pension Plan | 18.00 | 7,669,033 | — | | Torsten R.W. Dehner | Swiss Life Collective BVG Foundation | 13.08 | 1,324,938 | — | | Luis F.S. Felli(3) | N/A | N/A | N/A | N/A |

  80. 2023 Pension Benefits Table

    (1)Based on plan provisions in effect as of December 31, 2023. The executive officers’ pension plan will provide a monthly annuity benefit upon retirement, as described under header “Executive Nonqualified Pension Plan.” The values shown in this column are the estimated lump sum value today of the monthly benefits they will receive in the future (based on their current salary and service, as well as the assumptions and methods prescribed by the SEC), computed as the same pension plan measurement date used for our Annual Report on Form 10-K for the year ended December 31, 2023; see Note 20. These values are not the monthly or annual benefits that the applicable executive would receive. (2)Mr. Audia is not a participant in any AGCO pension plan. (3)Mr. Felli did not participate in any defined benefit pension programs sponsored by the Company as of December 31, 2023. Mr. Felli continues to participate in a defined contribution plan that is broadly available to other employees in Brazil. This plan provides a 100% match on contributions up to a maximum of 6% of pay, plus the potential for catch-up contributions. In 2023, AGCO contributed USD 29,109 (BRL 145,313) to Mr. Felli’s defined contribution plan account. Pension values may fluctuate significantly from year to year depending on a number of factors, including age, years of service, average annual earnings, changes in plan provisions and the assumptions used to determine the present value, such as the discount rate. For 2023, the discount rate assumption used to determine the actuarial present value of accumulated pension benefits was lower than in 2022. The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column in the Summary Compensation Table, as well as the amounts above in the Present Value of Accumulated Benefit column, are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the applicable fiscal years. The Company’s retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that an NEO will actually accrue or receive under the Company’s retirement plans during any given year.

  81. Pay Versus Performance

    Pay Versus Performance

  82. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEO ($)(1) | Average Compensation Actually Paid to Non-PEO NEO ($)(1) | Total Shareholder Return(1) | Peer Group Total Shareholder Return(1) | Net Income ($)(1) | Company-Selected Measure (Adjusted Operating Margin) (%)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023(3) | $17,271,266 | $17,672,602 | $3,122,065 | $3,402,833 | $180.19 | $119.43 | $1,171.4 | 12.0% | | 2022(3) | 13,350,453 | 25,100,778 | 3,122,828 | 4,771,244 | 195.59 | 130.62 | 889.6 | 10.3% | | 2021(3) | 11,181,748 | 11,598,468 | 2,857,547 | 2,484,180 | 156.50 | 142.11 | 897.0 | 9.1% | | 2020(3) | 13,852,298 | 14,460,470 | 4,375,062 | 5,958,183 | 134.77 | 114.59 | 427.1 | 7.0% |

  83. Pay Versus Performance

    (1)All balances are whole numbers except for net income, which are in millions. (2)Adjusted operating margin is a non-GAAP measure, and a reconciliation is provided to the closest U.S. GAAP measure in the appendix at the end of this proxy statement. (3)Martin H. Richenhagen was the Company’s PEO for the year ended December 31, 2020. Eric P. Hansotia was the Company’s PEO for the years ended December 31, 2021, 2022 and 2023. The individuals comprising the Non-PEO NEOs for each year presented are noted below: •2023 - Damon J. Audia, Robert B. Crain, Torsten R.W. Dehner and Luis F.S. Felli •2022 - Damon J. Audia, Andrew H. Beck, Robert B. Crain, Torsten R.W. Dehner and Hans-Bernd Veltmaat •2021 - Andrew H. Beck, Robert B. Crain, Torsten R.W. Dehner and Hans-Bernd Veltmaat •2020 - Andrew H. Beck, Robert B. Crain, Eric P. Hansotia and Hans-Bernd Veltmaat

  84. Pay Versus Performance

    | | PEO | OTHER NEOS | | Prior FYE Current FYE Fiscal Year | 12/31/2022 12/31/2023 2023 | 12/31/2022 12/31/2023 2023 | | SCT Total | $17,271,266 | $3,122,065 | | - Change in Pension Value in SCT | (2,567,180) | (77,816) | | + Pension Service Cost | 521,890 | 142,249 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (9,252,255) | (1,024,451) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 12,863,580 | 1,424,318 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,797,424) | (290,445) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 632,725 | 106,913 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Compensation Actually Paid | $17,672,602 | $3,402,833 |

  85. Pay Versus Performance

    | PAY VERSUS PERFORMANCE |

  86. Pay Versus Performance

    Listed below are the three performance measures for AGCO that we consider to be the most important for driving long-term returns for our stockholders. Adjusted operating margin and return on net assets (RONA) are both goals under our annual incentive awards and are more fully discussed under “Compensation Discussion & Analysis – Description of Performance Measures.” Revenue and RONA are both goals for the performance-based awards under our long-term incentive plan. Over time we have considered different performance measures to be the most important, and we would expect them to change in the future as well.

  87. Pay Versus Performance

    | Most Important Company Performance Measures for Determining NEO Compensation | | Adjusted operating margin(1) | | RONA(1) | | Revenue growth |

  88. Pay Versus Performance

    (1)Adjusted operating margin and RONA are non-GAAP measures, and a reconciliation is provided to the closest U.S. GAAP measure in the appendix at the end of this proxy statement.

  89. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio Our analysis began by determining that we had approximately 28,800 employees as of a December 31, 2023 determination date, including interns, apprentices, and part-time and seasonal employees. Although in prior years we used December 1 as our determination date, we changed the date to December 31 for 2023 as it was more administratively practicable. Although permitted by the SEC, we did not use the 5% de Minimis rule to exclude or eliminate any employee group. We converted all cash compensation paid in foreign currency into U.S. dollars based upon the December 31, 2023 year-end exchange rates. Based on our consistently applied compensation measure of actual total cash compensation, we initially identified a non-U.S. median employee that had anomalous compensation characteristics. Therefore, we selected as our median employee a U.S.-based employee with substantially similar compensation to that of the non-U.S. employee. The median employee’s total 2023 compensation, as determined in a manner consistent with our Summary Compensation Table, was $54,822, and the CEO’s was $17,271,266. Based on this methodology, we estimate the ratio of CEO pay to median employee pay is 315:1. THE FOLLOWING REPORTS OF THE TALENT AND COMPENSATION COMMITTEE AND THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE INCORPORATED BY REFERENCE IN ANY PREVIOUS OR FUTURE DOCUMENTS FILED BY THE COMPANY WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT THE COMPANY EXPRESSLY INCORPORATES SAID REPORTS BY REFERENCE IN ANY SUCH DOCUMENT.