DEF 14A of Archer-Daniels-Midland Co, Mar 22, 2022

DEF 14A of Archer-Daniels-Midland Co

Filed Mar 22, 2022 · FY20210001193125-22-081019

Open on EDGAR

  1. CEO Employment Agreement: No

    CEO Employment Agreement: No

  2. Change in Control Agreement: No

    Change in Control Agreement: No Stock Ownership Guidelines: Yes Anti-Hedging Policy: Yes

  3. Director Nominee Qualifications and Experience

    Director Nominee Qualifications and Experience The following chart provides summary information about each of our director nominees’ qualifications and experiences. More detailed information is provided in each director nominee’s biography beginning on page 8.

  4. Director Nominee Qualifications and Experience

    | | Current or Prior CEO | International | Risk Management | M&A | Government/ Public Policy | Agriculture, Food, or Retail Consumer Business | Corporate Governance | Sustainability/ Environmental | Operations, Supply Chain, or Logistics | | M. S. Burke | 🌑 | 🌑 | 🌑 | 🌑 | | | 🌑 | 🌑 | 🌑 | | T. Colbert | | 🌑 | | | | | | | 🌑 | | T. K. Crews | | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | | | D. E. Felsinger | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | | S. F. Harrison | | 🌑 | | 🌑 | | 🌑 | | 🌑 | 🌑 | | J. R. Luciano | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | 🌑 | | P. J. Moore | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | | 🌑 | 🌑 | 🌑 | | F. J. Sanchez | | 🌑 | | | 🌑 | | | 🌑 | | | D. A. Sandler | | 🌑 | | 🌑 | | 🌑 | | 🌑 | | | L. Z. Schlitz | | 🌑 | | 🌑 | | | | 🌑 | 🌑 | | K. R. Westbrook | 🌑 | | | 🌑 | 🌑 | 🌑 | 🌑 | 🌑 | |

  5. Director Nominee Qualifications and Experience

    | ADM Proxy Statement 2022 | 3 |

  6. Director Nominee Qualifications and Experience

    Director Nominee Diversity, Age, Tenure, and Independence

  7. Director Nominee Diversity, Age, Tenure, and Independence

    Director Nominee Diversity, Age, Tenure, and Independence The following charts provide information about our director nominees’ personal characteristics, including race/ethnicity, gender, and age, as well as tenure and independence, to illustrate the diversity of perspectives of our director nominees. More detailed information is provided in each director nominee’s biography beginning on page 8.

  8. Director Nominee Diversity, Age, Tenure, and Independence

    | | Tenure/Age/Gender | | | Race/Ethnicity | | | | | | Years on Board | Age | Gender | Hispanic/ Latinx | Asian | Black or African American | White | | M. S. Burke | 3 | 58 | M | | | | 🌑 | | T. Colbert | 0 | 48 | M | | | 🌑 | | | T. K. Crews | 10 | 66 | M | | | | 🌑 | | D. E. Felsinger | 12 | 74 | M | | | | 🌑 | | S. F. Harrison | 4 | 64 | F | | | | 🌑 | | J. R. Luciano | 7 | 60 | M | 🌑 | | | | | P. J. Moore | 18 | 67 | M | | | | 🌑 | | F. J. Sanchez | 7 | 62 | M | 🌑 | | | | | D. A. Sandler | 5 | 62 | F | 🌑 | | 🌑 | | | L. Z. Schlitz | 2 | 55 | F | | 🌑 | | | | K. R. Westbrook | 18 | 66 | M | | | 🌑 | |

  9. Director Nominee Diversity, Age, Tenure, and Independence

    | 4 | ADM Proxy Statement 2022 |

  10. Director Nominee Diversity, Age, Tenure, and Independence

    General Information About the Annual Meeting and Voting

  11. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  12. DIRECTOR NOMINEES

    | Michael S. Burke |

  13. DIRECTOR NOMINEES

    | | Age: 58 Director since: 2018 Common stock owned: 14,633(1) Percent of class: * Former Principal Occupation or Position: Chairman and Chief Executive Officer of AECOM (a global |

  14. DIRECTOR NOMINEES

    infrastructure firm) from March 2015 – August 2020; Chief Executive Officer of AECOM from March 2014 to March 2015; President of AECOM from 2011 to March 2014. Directorships of Other Publicly-Owned Companies: Chairman of AECOM within the past five years. Qualifications and Career Highlights: In August 2020, Mr. Burke retired as the Chief Executive Officer and Chairman of the Board of AECOM, an infrastructure firm that designs, builds, finances, and operates infrastructure assets in more than 150 countries. Mr. Burke first joined AECOM in October 2005 and, prior to serving as its Chief Executive Officer and Chairman, held several leadership positions with the company, including Senior Vice President, Corporate Strategy, Chief Corporate Officer, and Chief Financial Officer. Prior to joining AECOM, Mr. Burke was with the accounting firm KPMG LLP, serving in various leadership positions. Mr. Burke brings to the Board of Directors his deep expertise in accounting and finance, his experience as a CEO, and his involvement in projects throughout the world. Mr. Burke also brings significant ESG experience, including having built one of the largest environmental engineering firms in the world (a subsidiary of AECOM) focused on sustainability and currently serving as a member of the board of directors of CarbonCure and Nexii Building Solutions, companies focused on reducing the harmful emissions from the utilization of cement in the construction process.

  15. DIRECTOR NOMINEES

    | Terrell K. Crews |

  16. DIRECTOR NOMINEES

    | | Age: 66 Director since: 2011 Common stock owned: 45,305(2) Percent of class: * Former Principal Occupation or Position: Executive Vice President, Chief Financial Officer |

  17. DIRECTOR NOMINEES

    and Vegetable Business Chief Executive Officer of Monsanto Company (an agricultural company) from 2007 –2009. Directorships of Other Publicly-Owned Companies: Director of WestRock Company and Hormel Foods Corporation. Qualifications and Career Highlights: Mr. Crews retired from Monsanto Company in 2009. He served as Executive Vice President, Chief Financial Officer and Vegetable Business CEO for Monsanto Company from 2007 to 2009, and Executive Vice President and Chief Financial Officer from 2000 to 2007. Mr. Crews brings to the Board of Directors extensive expertise in finance and related functions, as well as significant knowledge of corporate development, agri-business, and international operations.

  18. DIRECTOR NOMINEES

    | Theodore Colbert |

  19. DIRECTOR NOMINEES

    | | Age: 48 Director since: 2021 Common stock owned: 3,317(3) Percent of class: * Principal Occupation or Position: Executive Vice President of The Boeing Company and President |

  20. DIRECTOR NOMINEES

    and Chief Executive Officer of Boeing Global Services since October 2019; Chief Information Officer and Senior Vice President of Information Technology & Data Analytics of The Boeing Company from April 2016 – October 2019 and Chief Information Officer and Vice President of Information Technology Infrastructure of The Boeing Company from November 2013 – April 2016. Qualifications and Career Highlights: Prior to being named President and Chief Executive Officer of Boeing Global Services in October 2019, Mr. Colbert served a variety of roles at The Boeing Company since 2009, including Chief Information Officer and Senior Vice President of Information Technology & Data Analytics from April 2016 – October 2019 and Chief Information Officer and Vice President of Information Technology Infrastructure from November 2013 – April 2016. Mr. Colbert also served as Senior Vice President of Enterprise Architecture at Citigroup from 2007 – 2009. Mr. Colbert brings extensive expertise in corporate leadership to the Board of Directors, as well as significant knowledge of information technology, information security, cybersecurity, and data and analytics.

  21. DIRECTOR NOMINEES

    | Donald E. Felsinger |

  22. DIRECTOR NOMINEES

    | | Age: 74 Director since: 2009 Common stock owned: 143,453(4) Percent of class:* Former Principal Occupation or Position: Executive Chairman of Sempra Energy (an energy |

  23. DIRECTOR NOMINEES

    services company) from 2011 – December 2012. Directorships of Other Publicly-Owned Companies: Lead Director of Northrop Grumman Corporation. Director of Gannett Co., Inc. within the past five years. Qualifications and Career Highlights: Mr. Felsinger brings extensive experience as a board member, chair, and CEO with Fortune 500 companies. Mr. Felsinger retired as Executive Chairman of Sempra Energy in December 2012. His leadership roles at Sempra Energy and other companies have allowed him to provide the Board of Directors with his expertise in mergers and acquisitions, environmental matters, corporate governance, strategic planning, engineering, finance, human resources, compliance, risk management, international business, and public affairs.

  24. DIRECTOR NOMINEES

    | 8 | ADM Proxy Statement 2022 |

  25. DIRECTOR NOMINEES

    | Suzan F. Harrison |

  26. DIRECTOR NOMINEES

    | | Age: 64 Director since: 2017 Common stock owned: 19,047(1) Percent of class: * Former Principal Occupation or Position: President of Global Oral Care at Colgate-Palmolive Company (a global household |

  27. DIRECTOR NOMINEES

    and consumer products company) from 2011 – 2019; President of Hill’s Pet Nutrition Inc. North America from 2009 – 2011; Vice President, Marketing for Colgate U.S. from 2006 – 2009. Directorships of Other Publicly-Owned Companies: Director of WestRock Company. Qualifications and Career Highlights: Ms. Harrison retired in 2019 as the President of Global Oral Care at Colgate-Palmolive Company, a worldwide consumer products company focused on the production, distribution, and provision of household, health care, and personal products. She was previously President of Hill’s Pet Nutrition Inc. North America, a position she held from 2009 to 2011. Additionally, she served as Vice President, Marketing for Colgate U.S. from 2006 to 2009, and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America, and Europe from 2005 to 2006. Previously, Ms. Harrison held a number of leadership roles at Colgate commencing in 1983. Ms. Harrison’s qualifications to serve as a director of our company include her extensive leadership, management, operations, marketing, and international experience, along with her ESG experience in overseeing environmentally appropriate packaging and formulas for consumer products.

  28. DIRECTOR NOMINEES

    | Patrick J. Moore |

  29. DIRECTOR NOMINEES

    | | Age: 67 Director since: 2003 Common stock owned: 75,691(1) Percent of class: * Principal Occupation or Position: President and Chief Executive Officer of PJM Advisors, LLC (an |

  30. DIRECTOR NOMINEES

    investment and advisory firm) since 2011; Chief Executive Officer of Smurfit-Stone Container Corporation from 2010 –2011(6). Directorships of Other Publicly-Owned Companies: Chairman of Energizer Holdings, Inc. Qualifications and Career Highlights: Mr. Moore retired as Chief Executive Officer of Smurfit-Stone Container Corporation in 2011, and held positions of increasing importance at Smurfit-Stone and related companies since 1987. Prior to 1987, Mr. Moore served 12 years at Continental Bank in various corporate lending, international banking, and administrative positions. Mr. Moore brings to the Board of Directors his substantial experience in leadership, banking and finance, strategy development, and operations management. Mr. Moore also brings extensive experience in environmental and sustainable practices from his time at Smurfit-Stone and his service on the board of the Sustainable Forestry Initiative, with particular focus on recycling, carbon sequestration, reduction of energy and water usage, and sustainable forestry.

  31. DIRECTOR NOMINEES

    | Juan R. Luciano |

  32. DIRECTOR NOMINEES

    | | Age: 60 Director since: 2014 Common stock owned: 2,921,820(5) Percent of class: * Principal Occupation or Position: Chairman of the Board, Chief Executive Officer and President |

  33. DIRECTOR NOMINEES

    since January 2016; Chief Executive Officer and President from January 2015 – January 2016; President and Chief Operating Officer from February 2014 – December 2014; Executive Vice President and Chief Operating Officer from 2011 – February 2014. Directorships of Other Publicly-Owned Companies: Lead Director of Eli Lilly and Company. Qualifications and Career Highlights: Mr. Luciano joined ADM in 2011 as executive vice president and chief operating officer, was named president in February 2014, was named Chief Executive Officer in January 2015, and was named Chairman of the Board in January 2016. Mr. Luciano has overseen the commercial and production activities of ADM’s Corn, Oilseeds, and Agricultural Services businesses, as well as its research, project management, procurement, and risk management functions. He also has overseen the company’s operational excellence initiatives, which seek to improve productivity and efficiency companywide. He has led the company’s efforts to improve its capital, cost, and cash positions. Previously, Mr. Luciano was with The Dow Chemical Company, where he last served as executive vice president and president of the performance division.

  34. DIRECTOR NOMINEES

    | Francisco J. Sanchez |

  35. DIRECTOR NOMINEES

    | | Age: 62 Director since: 2014 Common stock owned: 25,919(7) Percent of class: * Principal Occupation or Position: Partner at Holland & Knight LLP and Advisor to Pt. Capital (a |

  36. DIRECTOR NOMINEES

    private equity firm) since July 2020; Senior Managing Director of Pt. Capital and Chairman of CNS Global Advisors (an international trade and investment consulting firm) from November 2013 – July 2020; Under Secretary for International Trade, U.S. Department of Commerce from 2010 – November 2013. Qualifications and Career Highlights: Mr. Sanchez is a Partner at Holland & Knight LLP, where he serves as Co-Lead of the firm’s International Trade Practice. In addition, Mr. Sanchez is an Advisor at Pt. Capital, a private equity firm focused on responsible investments in the Pan Arctic. From November 2013 – July 2020, Mr. Sanchez served as CEO and chairman of the board of CNS Global Advisors, a firm focused on international trade and investment. In 2009, President Obama nominated Mr. Sanchez to be the Under Secretary for International Trade at the U.S. Department of Commerce. He was later unanimously confirmed by the U.S. Senate. Mr. Sanchez served in that role until November 2013. There he was responsible for strengthening the competitiveness of U.S. industry, promoting trade and investment, enforcing trade laws and agreements, and implementing the President’s National Export Initiative. Mr. Sanchez brings to the Board of Directors substantial experience in public policy, international trade, and international investment.

  37. DIRECTOR NOMINEES

    | ADM Proxy Statement 2022 | 9 |

  38. DIRECTOR NOMINEES

    | Debra A. Sandler |

  39. DIRECTOR NOMINEES

    | | Age: 62 Director since: 2016 Common stock owned: 22,875(1) Percent of class: * Principal Occupation or Position: President of LaGrenade Group, LLC (a marketing consulting |

  40. DIRECTOR NOMINEES

    firm) since October 2015; Chief Health and Wellbeing Officer of Mars, Inc. from July 2014 – July 2015; President, Chocolate, North America of Mars, Inc. from April 2012 – July 2014; Chief Consumer Officer of Mars Chocolate North America from 2009 – March 2012. Directorships of Other Publicly-Owned Companies: Director of Gannett Co., Inc., Dollar General Corporation, and Keurig Dr Pepper Inc. Qualifications and Career Highlights: Ms. Sandler is currently President of LaGrenade Group, LLC, a marketing consultancy she founded to advise consumer packaged goods companies operating in the Health and Wellness space. She was previously Chief Health and Wellbeing Officer of Mars, Inc., a position she held from July 2014 to July 2015. Additionally, she served as President, Chocolate, North America from April 2012 to July 2014, and Chief Consumer Officer, Mars Chocolate North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent 10 years with Johnson & Johnson in a variety of leadership roles. Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo.

  41. DIRECTOR NOMINEES

    | Kelvin R. Westbrook |

  42. DIRECTOR NOMINEES

    | | Age: 66 Director since: 2003 Common stock owned: 44,751(1) Percent of class: * Principal Occupation or Position: President and Chief Executive Officer of KRW Advisors, LLC (a |

  43. DIRECTOR NOMINEES

    consulting and advisory firm) since 2007; Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (a broadband services company) (MDM)(8) from 2006 – 2007. Directorships of Other Publicly-Owned Companies: Director of T-Mobile USA, Inc. and Mosaic Company; Lead Independent Trust Manager of Camden Property Trust. Director of Stifel Financial Corp. within the past five years. Qualifications and Career Highlights: Mr. Westbrook brings legal, media, and marketing expertise to the Board of Directors. He is a former partner of a national law firm, was the President, Chief Executive Officer, and co-founder of two large cable television and broadband companies, and was or is a member of the board of several high-profile companies, including T-Mobile USA, Inc. and the National Cable Satellite Corporation, better known as C-SPAN. Mr. Westbrook also previously served on the board of a multi-billion-dollar not-for-profit healthcare services company.

  44. DIRECTOR NOMINEES

    | Lei Z. Schlitz |

  45. DIRECTOR NOMINEES

    | | Age: 55 Director since: 2019 Common stock owned: 10,707(1) Percent of class: * Principal Occupation or Position: Executive Vice President, Automotive OEM at Illinois Tool Works Inc. (a global multi-industrial manufacturer) since |

  46. DIRECTOR NOMINEES

    January 2020; Executive Vice President, Food Equipment at Illinois Tool Works from September 2015 – January 2020; Group President, Worldwide Ware-Wash, Refrigeration, and Weigh/Wrap Businesses at Illinois Tool Works from 2011 –December 2015; Vice President, Research & Development, and Head of ITW Technology Center at Illinois Tool Works from 2008 –2011. Qualifications and Career Highlights: Dr. Schlitz is currently Executive Vice President of the Automotive OEM segment at Illinois Tool Works Inc., a publicly held, global multi-industrial manufacturer. She oversees a global business involving the design and manufacture of fasteners, interior and exterior components, and powertrain and braking systems for automotive OEMs and their top-tier suppliers around the world. Previously, she has served in leadership roles at Illinois Tool Works, serving as Executive Vice President of the Food Equipment segment, a global commercial food equipment business, serving institutional, industrial, restaurant, and retail customers around the world, and the group president of various food equipment businesses and leading research and development efforts. Dr. Schlitz brings extensive leadership experience in strategy development, growth initiatives, and operational excellence, along with strong sustainability experience, including driving innovations in energy and water efficiency and reduction of global warming potential in the manufacturing process. Dr. Schlitz is also an executive member of Illinois Tool Works’ Diversity & Inclusion Council, which oversees the diversity and inclusion initiatives of Illinois Tool Works. * Less than 1% of outstanding shares (1) Consists of stock units allocated under our Stock Unit Plan that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes. (2) Includes 44,545 stock units allocated under our Stock Unit Plan. (3) Includes 3,307 stock units allocated under our Stock Unit Plan. (4) Includes 83,453 stock units allocated under our Stock Unit Plan and 60,000 shares held in trust. (5) Includes 775,561 shares held in trust, 238 shares held by a family-owned limited liability company, and 1,490,451 shares that are unissued but are subject to stock options exercisable within 60 days. (6) Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009 and emerged in 2010. (8) Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately fifteen months after Mr. Westbrook resigned from MDM.

  47. DIRECTOR NOMINEES

    | 10 | ADM Proxy Statement 2022 |

  48. DIRECTOR NOMINEES

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

  49. COMMUNICATIONS WITH DIRECTORS

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Unit Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | M. S. BURKE | 125,000 | 186,250 | 18,485 | 329,735 | | T. COLBERT | — | 205,962 | 1,076 | 207,038 | | T. K. CREWS | 125,000 | 211,250 | 61,523 | 397,773 | | P. DUFOUR | 125,000 | 186,250 | 36,488 | 347,738 | | D. E. FELSINGER | — | 348,750 | 115,954 | 464,704 | | S. F. HARRISON | 125,000 | 196,250 | 24,745 | 345,995 | | P. J. MOORE | 125,000 | 205,000 | 111,798 | 441,798 | | F. J. SANCHEZ | 125,000 | 186,250 | 35,102 | 346,352 | | D. A. SANDLER | 125,000 | 186,250 | 30,444 | 341,694 | | L. Z. SCHLITZ | 125,000 | 186,250 | 12,789 | 324,039 | | K. R. WESTBROOK | 125,000 | 206,250 | 73,822 | 405,072 |

  50. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | We reinforce a high-performance culture by linking both short- and long-term compensation with individual and company performance while discouraging excessive risk-taking; |

  51. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | We structure executive compensation packages to include a significant percentage of long-term equity awards to ensure executives remain focused on company performance and stockholder returns; |

  52. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | We provide market-competitive compensation that reflects the level of job impact and responsibilities, and helps us attract and retain high quality executive talent; and |

  53. OVERVIEW OF OUR COMPENSATION PROGRAM

    OVERVIEW OF OUR COMPENSATION PROGRAM Total direct compensation for ADM executives is delivered through a mix of cash and equity awards that emphasizes multiple performance factors tied to stockholder value creation over short and long-term time horizons. The three key elements of our compensation program are base salary, annual cash incentive awards, and long-term equity incentive (LTI) awards. We believe our salaries and performance-based annual cash incentive awards encourage and reward annual business results, while maintaining a focus on company specific strategic goals. In contrast, our LTI rewards for sustained performance against critical metrics. Our executive stock ownership guidelines (discussed under “Compensation Policies and Governance — Executive Stock Ownership”), which require executives to own meaningful amounts of ADM common stock, align our executives’ interests in delivering sustainable stockholder returns.

  54. EXECUTIVE COMPENSATION BEST PRACTICES

    | What We Do | What We Don’t Do | | ✓ Pay-for-performance: We tie compensation to performance by setting clear and challenging company financial goals and individual goals, and having a majority of target total direct compensation consist of performance-based components. | X No guaranteed base salary increases: Base salary levels are reviewed every year and periodically adjusted based on market competitiveness and internal equity. | | ✓ Multiple performance metrics: Payouts of our annual cash incentives and long-term incentives are determined based on the weighted results for several financial performance measures and structured to balance accountability for driving annual results with sustainable long-term performance. | X No dividends paid on unearned performance awards: We do not pay dividends or credit dividend-equivalents on unearned PSUs. | | ✓ Aggressive stock ownership and retention requirements: Our NEOs and directors must comply with rigorous stock ownership requirements, and they may not sell any company securities until these guidelines are satisfied. | X No hedging: We prohibit executives from engaging in hedging transactions with ADM securities. | | ✓ Compensation-related risk review: The Compensation and Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not likely to have a material adverse effect on the company. | X No gross up of excise tax payments: We do not assist executives with taxes owed as a result of their compensation. | | ✓ Clawback policy: The company has a policy to enable us to recover previously paid cash and equity-based incentive compensation from executives in the event of a financial restatement, ethical misconduct, or other specified circumstances. | X No excessive executive perks: Executive perquisites are not excessive and are limited to executive physicals, company-provided life insurance, expatriate expenses, and (for the Chairman and CEO) limited personal use of Company chartered aircraft. | | ✓ Regular review of proxy advisor policies, stockholder feedback and corporate governance best practices: The Compensation and Succession Committee regularly considers the perspectives of outside authorities as they relate to our executive compensation programs. | X No pledging: We prohibit executives from pledging ADM securities. | | ✓ Performance-based equity awards: Half of the NEOs’ annual LTI award opportunity is delivered in PSUs that may be earned only if the company achieves prescribed financial goals over a prospective three-year measurement period. | X No employment contracts: We do not have an employment contract with any executive officer. | | ✓ Double-trigger requirement: Equity awards do not automatically vest in the event of a change in control. Instead, we impose a “double-trigger” requirement to accelerate vesting. | | | ✓ Peer group: We use the S&P 100 Index as a peer group to recognize that ADM has no direct competitor (in terms of size or focus) in the U.S. public markets and we recruit talent from a wide spectrum of organizations and industries. | |

  55. THE ROLE OF THE COMPENSATION AND SUCCESSION COMMITTEE

    THE ROLE OF THE COMPENSATION AND SUCCESSION COMMITTEE The Compensation and Succession Committee, which is composed solely of independent directors, is responsible for establishing ADM’s compensation philosophy and developing and administering compensation policies and programs consistent with this philosophy. When making compensation decisions, the Compensation and Succession Committee considers the company’s executive compensation objectives described below. Align executive and stockholder interests. We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of our NEOs with the interests of our stockholders. Our RSU awards typically vest three years from the date of grant. Our PSU awards typically have a three-year performance period and vest only if certain performance goals are achieved. We also protect our stockholders’ interest by including a clawback provision in agreements for long-term incentive awards to enable the company to recover awards if the recipient engages in any of a broad range of prohibited conduct, including violation of post-vesting non-competition and non-solicitation restrictions. Enable the company to attract and retain top executive talent. Stockholders benefit when we attract, retain, and motivate talented executives with compensation packages that are competitive and fair. As a large, global company engaged in multiple lines of business, our competition for talent — like our competition for business and investment — is broad. The company’s compensation program for NEOs delivers a mix of salary, annual cash incentives, and long-term incentives targeted to be market-competitive. Reflect the company’s results. Our executive compensation program emphasizes variable, performance-based pay. The Compensation and Succession Committee assesses executive compensation packages in the aggregate, and considers each individual component as well. Base salary is reviewed annually. Annual cash incentives are paid if, and to the extent that, specified corporate goals and individual goals are attained. Performance-based equity compensation is assessed in a similar manner and is designed to reward measurable long-term results. Internal equity. The Compensation and Succession Committee takes into account internal equity when determining the pay of the CEO and other NEOs. We provide the Committee with data on the compensation of other ADM non-executive employees in other pay grades and/or salary ranges, and the Committee reviews such data when setting CEO and NEO pay.

  56. THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT In determining 2021 executive compensation, the Compensation and Succession Committee received information and reports initially from Pay Governance, LLC, an independent compensation consultant retained by the Committee in 2010. In mid-2021, the Compensation and Succession Committee initiated a search for a new compensation consultant. After a thorough process which included a review of multiple firms, the Compensation and Succession Committee ultimately engaged Meridian Compensation Partners, LLC (Meridian) as its new independent compensation consultant. References in this section and elsewhere in the compensation disclosures to the Compensation and Succession Committee’s compensation consultant refer to the consultant engaged during the relevant period, with Pay Governance serving as the consultant for approximately the first three quarters of 2021 and Meridian serving as the consultant for the remainder of 2021. Each of the compensation consultants provided data, analyses, and advice to the Compensation and Succession Committee, including market information that the Committee used when determining whether our executive compensation is competitive, commensurate with the executive’s responsibilities and consistent with market trends in executive compensation practices for companies in our industry. Neither consultant provided services to us other than consulting services related to the compensation and benefits of our directors, officers, and employees. The Compensation Committee has considered the adviser independence factors pursuant to SEC and NYSE rules as they relate to Pay Governance and Meridian, and does not believe either’s work in 2021 raised a conflict of interest.

  57. Components of Executive Compensation

    Components of Executive Compensation The company’s executive compensation program is built on a structure that emphasizes both short- and long-term performance. We believe our salaries and performance-based annual cash incentive awards encourage and reward annual business results, while our LTI awards reward sustained performance, particularly when coupled with our stock ownership requirements. When setting compensation levels, the Compensation and Succession Committee refers to data regarding compensation for comparable executives at large public companies with which ADM competes for executive talent. As described in greater detail below under the heading “Peer Group,” the Compensation and Succession Committee chose a broad external market peer group in the S&P 100 Index in order to capture a wide spectrum of compensation levels. In addition, the Compensation and Succession Committee considers company-wide internal equity when determining pay packages for the NEOs. The following chart summarizes the direct compensation components and associated objectives of our fixed and performance-based pay for executives in 2021. Although the Compensation and Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, the company places greater emphasis on variable pay for executives with more significant responsibilities because they have a greater capacity to affect the company’s performance and results.

  58. Components of Executive Compensation

    | | Element and Form | | Link to Stockholder Value | Key Characteristics | | FIXED | Annual | Base Salary | Recognize an individual’s role and responsibilities | Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity | | ANNUAL INCENTIVE AWARDS | Annual | Annual Cash Incentive | Achieve annual goals measured in terms of financial, strategic, and individual performance linked to creation of stockholder value | Adjusted EBITDA, Adjusted ROIC, Individual Performance Factor, Nutrition Adjusted Operating Profit Growth, Safety, 1ADM Performance, Readiness Performance | | LONG-TERM INCENTIVE AWARDS | Long-Term | Restricted Stock Units (RSUs) 50% | Align NEOs’ interests with stockholders’ interests, retain executive talent, and promote stock ownership | RSUs are granted pursuant to the company’s long-term equity plan and cliff vest on the third anniversary of the grant date | | | | Performance Share Units (PSUs) 50% | Align long-term performance with interests of stockholders and retain executive talent | Achievement of key drivers of company performance and stockholder value as evidenced by average Adjusted ROIC, compound annual growth rate (“CAGR”) of Nutrition Adjusted Operating Profit, and relative total stockholder return (TSR) |

  59. ANNUAL CASH INCENTIVE

    ANNUAL CASH INCENTIVE We pay an annual cash incentive only if ADM meets specified performance goals. The annual cash incentive program emphasizes company-wide performance objectives to encourage executives to focus on overall company success and leadership to generate the most value across the organization. Our assessment of company performance is directly tied to stockholder expectations: we require meaningful results for forward-looking metrics before any awards may be earned. The 2021 annual cash incentive program was based on two key measures of financial performance — adjusted EBITDA and adjusted ROIC — with final awards also reflecting the Compensation and Succession Committee’s approval of performance results related to the four strategic company goals set forth in the table above, as well as individual performance. Cash incentive awards for 2021 were paid in the first quarter of 2022.

  60. LTI AWARDS

    LTI AWARDS Our long-term equity awards are based on company and market factors, including relative total stockholder return and achievement of financial milestones. The LTI awards granted in 2021 are part performance-based and part time-based, with an equal mix of PSUs and RSUs, to ensure that NEOs’ interests are aligned with the interests of our stockholders. LTI awards were granted to the NEOs in February 2021.

  61. LTI AWARDS

    | ADM Proxy Statement 2022 | 39 |

  62. INDIVIDUAL COMPENSATION DECISIONS

    | MR. LUCIANO Chairman, CEO, and President | | | | | Base salary | Unchanged at $1,400,004 | | | Target annual cash incentive | 200% of base salary, or $2,800,000 | | | Actual annual cash incentive | $5,320,000 or approximately 380% of base salary | | | Long-term incentives | $15,000,000, divided equally between PSUs and RSUs | | Significant accomplishments: • Launched new phase of strategy, with focus on Productivity and Innovation; held Global Investor Day to update investors and other stakeholders on strategic accomplishments, progress and goals, including new target EPS milestone of $6.00 – $7.00 by 2025. • Delivered extremely strong financial results, including record adjusted earnings per share of $5.19, a significant increase year-over-year; record adjusted segment operating profit of $4.8 billion (up 38% year over year); 10% adjusted ROIC, achieving strategic goal; and $4.9 billion in adjusted EBITDA(2). • Executed acquisitions, partnerships and investments in key growth areas, including alternative protein (Sojaprotein acquisition, Singapore lab, Air Protein investment); pet (PetDine investment); Health & Wellness (Deerland acquisition, Vland joint venture); BioSolutions (Temasek, Acies Bio and LG Chem partnerships); Flavors (FISA acquisition, Pinghu flavor facility); and biofuels (Spiritwood facility and Marathon JV, SAF agreement). • Advanced our corporate responsibility and sustainability efforts, including new Scope 3 emissions reduction goals; zero-deforestation goal; carbon neutral milling footprint; and new initiatives to decarbonize operations through carbon capture and sequestration. | | |

  63. INDIVIDUAL COMPENSATION DECISIONS

    2 Adjusted earnings per share (earnings per share, adjusted to exclude the impact of certain items), Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with GAAP. Annex A to this Proxy Statement offers more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures. In 2019, the Compensation and Succession Committee chose to recognize $27 million in Adjusted EBITDA due to our anticipated collection of reimbursement for our losses caused by a third party shipping accident at our Reserve, Louisiana facility. We did not collect this reimbursement in 2020 and therefore it was not deducted from the calculation performed in connection with our 2020 annual cash incentive. In 2021, this reimbursement was collected and, as such, the $27 million was deducted from the calculation of Adjusted EBITDA in connection with our 2021 annual cash incentive awards so as not to double-count the effects of such adjustment.

  64. INDIVIDUAL COMPENSATION DECISIONS

    | MR. YOUNG Vice Chairman and CFO | | | | | Base salary | Unchanged at $850,008 | | | Target annual cash incentive | 132% of base salary, or $1,125,000 | | | Actual annual cash incentive | $2,137,500 or approximately 251% of base salary | | | Long-term incentives | $4,500,000, divided equally between PSUs and RSUs | | Significant accomplishments: • Drove enterprise earnings algorithm and performance reviews to help deliver strong financial results. • Further strengthened balance sheet while funding significant investments and acquisitions. • Managed controllable corporate costs effectively, including reductions in net interest expense and subsidiary capital structure net funding costs. • Exceeded the targets for Corporate Enterprise and G&A Readiness workstreams, while advancing enabling projects related to financial processes and ESG disclosures in financial reporting. | | |

  65. INDIVIDUAL COMPENSATION DECISIONS

    | MR. TAETS Senior Vice President and President, Asia Pacific | | | | | Base salary | Unchanged at $700,008 | | | Target annual cash incentive | 100% of base salary, or $700,000 | | | Actual annual cash incentive | $1,295,000 or approximately 179% of base salary | | | Long-term incentives | $2,800,000, divided equally between PSUs and RSUs | | Significant accomplishments: • Led Asia Pacific to record net revenues and profits in 2021. • Executed strategic Asia Pacific regional growth, joint venture, and greenfield projects. • Successful turnaround of Indian operations. • During the first half of 2021, was responsible for Global Readiness & Global Procurement, and both exceeded their respective annual goals. | | |

  66. 2021 ANNUAL CASH INCENTIVES

    2021 ANNUAL CASH INCENTIVES The annual cash incentive program aligns rewards with business results measured against specific strategic goals. At the start of each fiscal year, the Compensation and Succession Committee approves target annual cash incentive levels, expressed as a percentage of salary, for each NEO. Actual awards paid are based on both company performance (75% weight) and individual performance (25% weight). Payouts can range from 0% to a maximum of 200% depending on both company and individual performance.

  67. Adjusted EBITDA

    Adjusted EBITDA As a threshold matter, adjusted EBITDA must exceed $2.0 billion for payout to occur. If adjusted EBITDA for 2021 had been less than $2.0 billion, ADM would not have paid any annual incentives to the NEOs. If adjusted EBITDA for 2021 had been between $2.0 billion and $3.22 billion, the Compensation and Succession Committee would have had discretion to determine whether any payouts under the annual incentive plan would occur, and if so, the amounts of such payouts. 4 Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with GAAP, and are referred to as non-GAAP financial measures. Annex A to this Proxy Statement provides more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.

  68. Adjusted EBITDA

    | Adjusted EBITDA Achieved | Payout Opportunity | | $4.37B & Above (+15% Above Plan) | 200% | | $4.18B (+10% Above Plan) | 165% | | $3.99B (+5% Above Plan) | 130% | | $3.8B (Plan Adjusted EBITDA) | 100% | | $3.61B (-5% Below Plan) | 75% | | $3.42B (-10% Below Plan) | 55% | | $3.23B (-15% Below Plan) | 40% |

  69. Adjusted ROIC Multiplier

    | Adjusted ROIC Achieved | Multiplier* | Effect of multiplier on payout | | 8.0% or greater | 1.1 | 10% increase | | 7.0% (Target) | 1.0 | No change | | 6.0% or less | .9 | 10% decrease |

  70. 2021 Company Performance Payout Component Calculation

    2021 Company Performance Payout Component Calculation For 2021, ADM attained the results shown below, leading to a company performance payout of 200.0% of target. Our 2021 Adjusted EBITDA of $4.88 billion represented 200.0% of our goal. In addition, 20% was added to the company performance portion of the payout as a result of the achievement of the strategic goals at the following levels:

  71. 2021 Company Performance Payout Component Calculation

    | 1. | Achieving a >15% year-over-year increase in Nutrition adjusted operating profit. (+5%) |

  72. 2021 Company Performance Payout Component Calculation

    | 2. | Achieving a >10% year-over-year reduction in SIFs. (+5%) |

  73. 2021 Company Performance Payout Component Calculation

    | 3. | Delivering first pilot of 1ADM Core SAP solution to first 3 Flavors locations in Europe during the calendar year. (+5%) |

  74. 2021 Company Performance Payout Component Calculation

    | 4. | Surpassing our Readiness bankable plan of $550 million in gross run-rate benefits. (+5%) |

  75. 2021 Company Performance Payout Component Calculation

    Further, Adjusted ROIC for 2021 was 10.0%, resulting in a multiplier of 1.1.

  76. 2021 Company Performance Payout Component Calculation

    | Total company portion of annual cash bonus payout: | |

  77. THE RESULTING ANNUAL CASH INCENTIVE FOR EACH NEO

    THE RESULTING ANNUAL CASH INCENTIVE FOR EACH NEO Based on the determination of the company and individual performance factors as described above, the NEOs received the payouts set forth below.

  78. THE RESULTING ANNUAL CASH INCENTIVE FOR EACH NEO

    | Executive | Target Cash Incentive Opportunity (% of Salary) | Target Cash Incentive Opportunity ($) | Cash Bonus Payout Percentage | Actual FY2021 Cash Award | | J. R. Luciano | 200% | $2,800,000 | 190% | $5,320,000 | | R. G. Young | 132% | $1,125,000 | 190% | $2,137,500 | | V. F. Macciocchi | 100% | $700,000 | 185% | $1,295,000 | | G. A. Morris | 100% | $700,000 | 190% | $1,330,000 | | J. D. Taets | 100% | $700,000 | 185% | $1,295,000 |

  79. EQUITY-BASED LONG-TERM INCENTIVES

    EQUITY-BASED LONG-TERM INCENTIVES ADM’s LTI program aligns the interests of executives with those of our stockholders by rewarding the creation of long-term stockholder value, supporting stock ownership, and motivating retention of our senior executives. Our performance-based LTI awards are based on the results of forward-looking metrics measured over a three-year performance period. In 2021, we divided LTI awards equally between performance share units (PSUs) and restricted stock units (RSUs) with three-year cliff vesting. We believe this forward-looking LTI program aligns our equity compensation with market practice and strengthens our executives’ focus on growth and future value creation for stockholders.

  80. EQUITY-BASED LONG-TERM INCENTIVES

    | ADM Proxy Statement 2022 | 45 |

  81. EQUITY-BASED LONG-TERM INCENTIVES

    The February 2021 grants in the target amounts approved by the Compensation and Succession Committee are shown below. The listed values represent the dollar amount of such awards, at target, as approved by the Compensation and Succession Committee. These amounts differ from the grant date fair values of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table due to the valuation methodology the Compensation and Succession Committee uses in making its decisions differing from the valuation methodology required by the SEC for the compensation tables.

  82. EQUITY-BASED LONG-TERM INCENTIVES

    | Executive | Target Equity Award | | J. R. Luciano | $15,000,000 | | R. G. Young | $4,500,000 | | V. F. Macciocchi | $3,000,000 | | G. A. Morris | $3,000,000 | | J. D. Taets | $2,800,000 |

  83. EQUITY-BASED LONG-TERM INCENTIVES

    The terms of these equity awards are described below.

  84. PSU VESTING

    PSU VESTING Except in cases that trigger accelerated vesting (described below), the 2021 PSUs will vest in three years upon the Compensation and Succession Committee’s determination of the company’s achievements, if any, against certain performance goals over a three-year performance period (2021–2023). Payouts can range from 0% to 200%, and the value of those payouts will depend upon the price of ADM’s common stock at the end of the performance period. Vested PSUs will be settled in shares of ADM common stock.

  85. PSU PERFORMANCE METRICS

    PSU PERFORMANCE METRICS The performance metrics for the 2021 PSU awards are:

  86. PSU PERFORMANCE METRICS

    | • | Average adjusted ROIC over the three-year performance period,(5) |

  87. PSU PERFORMANCE METRICS

    | • | CAGR of Nutrition adjusted operating profit (OP) over the three-year performance period, and |

  88. PSU PERFORMANCE METRICS

    | • | Relative TSR as compared to a defined peer group over the three-year performance period. |

  89. PSU PERFORMANCE METRICS

    ROIC appears as a metric in both our short- and long-term incentive compensation plans, but it serves different purposes and has different weights in the two plans. One-year adjusted ROIC in our annual cash incentive plan demonstrates our short-term performance, while three-year average adjusted ROIC in the PSU award better reflects long-term results with an emphasis on growth and consistent return of our capital investments over time. The defined peer group against which TSR is compared is more focused for the 2021 PSU awards than it was in prior years. This more focused peer group includes: Symrise AG, International Flavors & Fragrances, Inc., Olam International Limited, Bunge Limited, Ingredion Incorporated, The Andersons, Inc., and Green Plains Inc. 5 “Adjusted ROIC” for the performance period means the average of the annual percentage obtained by dividing the Adjusted ROIC Earnings for each fiscal year during the Performance Period by Adjusted Invested Capital for the same fiscal year. For this purpose, Adjusted Invested Capital is the average of quarter-end amounts for the trailing four quarters, with each such quarter-end amount being equal to the sum of ADM’s stockholders’ equity (excluding non-controlling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified adjustments as determined by the Compensation and Succession Committee to be appropriate.

  90. PSU PERFORMANCE METRICS

    | 46 | ADM Proxy Statement 2022 |

  91. PSU PERFORMANCE METRICS

    The goals and associated payouts for these metrics are shown below. If results for average adjusted ROIC and CAGR of Nutrition adjusted OP fall between specific goals, the associated payout will be determined by linear interpolation.

  92. PSU PERFORMANCE METRICS

    | Performance metric | Weighting | No payout | 50% payout | 100% payout | 150% payout | 175% payout | 200% payout | | Average Adjusted ROIC | 50% | Below 5.75% | 6.5% | 7.0% | 7.5% | 8.0% | 9.0% or above | | CAGR of Nutrition Adjusted OP | 50% | Below 6% Growth | 8% Growth | 12% Growth | 15% Growth | n/a | 20% Growth | | Relative TSR Modifier | +/- 10% | Based on ranking that compares ADM’s 3-year TSR against defined peer group 1st Rank – 1.1 Modifier 2nd Rank – 1.067 Modifier 3rd Rank – 1.033 Modifier 4th & 5(th) Rank – 1.0 Modifier 6th Rank – 0.967 Modifier 7th Rank – 0.933 Modifier 8th Rank – 0.9 Modifier | | | | | |

  93. PSU PERFORMANCE METRICS

    In establishing and measuring achievements against the goals shown above, the Compensation and Succession Committee retains discretion to make changes to reflect “material portfolio adjustments,” which are events that are unusual and infrequent, like significant acquisitions and divestitures. Absolute negative stock price will cap the modifier at 1.0, which equates to no change in payout.

  94. RSU VESTING

    RSU VESTING Except in cases that trigger accelerated vesting (described below), RSUs vest three years after the grant date so long as the recipient is still employed by the company. During the vesting period, participants are paid dividend equivalents on their unvested RSUs. Vested RSUs will be settled in shares of ADM common stock.

  95. CONDITIONS LEADING TO ACCELERATED VESTING

    CONDITIONS LEADING TO ACCELERATED VESTING RSUs and PSUs will continue to vest as scheduled if an executive leaves the company because of disability or retirement (at age 55 or older with 10 or more years of service, or 65 years of age). Upon the death of an executive, the executive’s RSUs will vest immediately and the executive’s PSUs will vest immediately at the target level. A detailed description of change in control provisions that may lead to accelerated vesting appears under the header “Employment Agreements, Severance, and Change in Control Benefits” below.

  96. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021 In 2019, ADM granted PSUs to our then-NEOs with a three-year performance period (2019-2021). The 2019 PSUs provided that if our cumulative adjusted EBITDA for the performance period was less than $7.0 billion, no PSUs would be earned or vest. ADM’s cumulative adjusted EBITDA for 2019-2021 was $12.049 billion, and therefore, the threshold requirement was met. The performance metrics for the 2019 PSU awards were:

  97. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | • | Relative TSR performance as compared to the companies in the S&P 100 Index over the three-year performance period, |

  98. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | • | Average adjusted ROIC over the three-year performance period, and |

  99. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | • | Cumulative adjusted EBITDA over the three-year performance period. |

  100. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | ADM Proxy Statement 2022 | 47 |

  101. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    The weighting, goals, and associated payout factors for these metrics are shown below. For average adjusted ROIC and cumulative adjusted EBITDA, if results were to fall between specific goals, the associated payout would be determined by linear interpolation.

  102. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | Performance metric | Weighting | No payout | 50% payout | 75% payout | 100% payout | 150% payout | 175% payout | 200% payout | | Relative TSR | 25% | Below 30(th) percentile | 30(th) percentile | Between 30(th) percentile and median | Median | Between median and top quartile | n/a | Top quartile | | Adjusted ROIC | 25% | Below 6.5% | 6.5% | n/a | 7.0% | 7.5% | 8.0% | 8.5% and above | | Adjusted EBITDA | 50% | Below $9.0 billion | $9.0 billion | n/a | $10.0 billion | $10.75 billion | n/a | $11.25 billion |

  103. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    On February 2, 2022, the Compensation and Succession Committee determined the degree to which the performance metrics under the 2019 PSUs were attained, and the resulting payout level relative to the target amount for each metric. For the performance period of 2019-2021:

  104. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | • | Relative TSR was at the 48(th) percentile, falling slightly below median, and therefore the resulting payout factor relative to the target amount for that metric was 75%, |

  105. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | • | Average adjusted ROIC was 8.4%, and therefore the resulting payout factor was 195%, and |

  106. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | • | Cumulative adjusted EBITDA was $12.049 billion, and therefore the resulting payout factor relative to the target amount for that metric was 200%.(6) |

  107. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    The weightings applicable to each of the metrics were then applied to the percentage payout level for each metric, resulting in a weighted payout percentage of 167.5% of the target number of PSUs. Based on these determinations, the Compensation and Succession Committee approved the following number of PSUs earned for each NEO pursuant to the 2019 PSUs:

  108. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | Executive | Target Number of 2019 PSUs | Actual Number of 2019 PSUs Earned | | J. R. Luciano | 162,908 | 272,871 | | R. G. Young | 56,391 | 94,455 | | V. F. Macciocchi | 35,088 | 58,773 | | G. A. Morris | 35,088 | 58,773 | | J. D. Taets | 35,088 | 58,773 |

  109. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    All of the earned PSUs shown in the table above vested on February 14, 2022. 6 Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with GAAP, and are referred to as non-GAAP financial measures. Annex A to this Proxy Statement provides more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.

  110. EQUITY AWARDS GRANTED IN 2019 WITH A PERFORMANCE PERIOD THAT ENDED IN 2021

    | 48 | ADM Proxy Statement 2022 |

  111. CHANGES TO 2022 COMPENSATION PROGRAMS

    CHANGES TO 2022 COMPENSATION PROGRAMS The Compensation and Succession Committee made changes to the short-term and long-term incentive compensation plans for performance periods beginning in 2022. These changes were designed to better align with the strategic direction of the company. Changes to the 2022 annual cash incentive bonus included: lowering the weighting of the adjusted EBITDA performance factor from 100% of company performance to 50%; maintaining strategic goals with an aggregate weighting of 25% instead of them being additive to the total payout; and maintaining the +/- 10% ROIC modifier for continued focus on returns. Changes to the 2022 PSU awards included: changing the weightings from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs; introducing a new 50% metric of earnings per share; maintaining the adjusted ROIC metric at 50%; and increasing the impact of the modifier from +/- 10% to +/-15% and replacing the relative TSR metric for the modifier with a two-goal ESG metric: (1) progress toward gender parity, and (2) absolute reduction in greenhouse gas emissions over the three-year performance period. The Committee may consider the effects of a global pandemic and other economic and environmental pressures negatively impacting results. In addition, in February 2022, the Compensation and Succession Committee increased our stock ownership guidelines for our CEO from 6x to 10x and for all other Executive Council members from 3x to 4x, as described further below in the section titled “Compensation Policies and Governance – Executive Stock Ownership.”

  112. Peer Group

    Peer Group The Compensation and Succession Committee utilizes the S&P 100 Index as a peer group to evaluate whether executive officer pay levels are aligned with performance on a relative basis and to assess relative total stockholder return for the PSUs granted prior to 2021. We believe the large peer group is relevant for ADM because we compete for talent and investments across a wide range of industries. Moreover, our diverse business encompasses aspects of several industries; we do not have a direct competitor — in terms of size, focus or business mix — in the public markets. As a result, the Compensation and Succession Committee believes it is appropriate to consider a broad spectrum of compensation levels and investment returns to arrive at our NEO compensation.

  113. Peer Group

    | Company Name | | 3M Company | | Abbott Laboratories | | AbbVie Inc. | | Accenture plc | | Alphabet Inc. | | Amazon.com, Inc. | | American Express Company | | American International Group, Inc. | | AmerisourceBergen Corporation | | Anthem, Inc. | | Apple Inc. | | Archer-Daniels-Midland Company | | AT&T Inc. | | Bank of America Corporation | | Berkshire Hathaway Inc. | | Best Buy Co., Inc. | | Bristol Myers Squibb Company | | Capital One Financial Corporation | | Cardinal Health, Inc. | | CarMax, Inc. | | Caterpillar Inc. | | Centene Corporation | | Charter Communications, Inc. | | Chevron Corporation | | Chubb Limited | | Cigna Corporation | | Cisco Systems, Inc. | | Citigroup Inc. | | Comcast Corporation | | ConocoPhillips | | Costco Wholesale Corporation | | CVS Health Corporation | | Deere & Company | | Dollar General Corporation | | Dow, Inc | | Exelon Corporation | | Exxon Mobil Corporation | | FedEx Corporation | | Ford Motor Company | | General Dynamics Corporation | | General Electric Company | | General Motors Company | | HCA Healthcare, Inc. | | Honeywell International Inc. | | HP Inc. | | Humana Inc. | | Intel Corporation | | International Business Machines Corporation | | Johnson & Johnson | | JPMorgan Chase & Co. |

  114. Peer Group

    | Company Name | | Linde plc | | Lockheed Martin Corporation | | Lowe’s Companies, Inc. | | LyondellBasell Industries N.V. | | Marathon Petroleum Corporation | | McKesson Corporation | | Medtronic plc | | Merck & Co., Inc. | | Meta Platforms, Inc. | | MetLife, Inc. | | Micron Technology, Inc. | | Microsoft Corporation | | Morgan Stanley | | Netflix, Inc. | | NIKE, Inc. | | Northrop Grumman Corporation | | Nucor Corporation | | Oracle Corporation | | Pepsico, Inc. | | Pfizer Inc. | | Philip Morris International Inc. | | Phillips 66 | | Prudential Financial, Inc. | | QUALCOMM Incorporated | | Raytheon Technologies Corporation | | Starbucks Corporation | | Sysco Corporation | | T-Mobile US, Inc | | Target Corporation | | Tesla, Inc. | | The Allstate Corporation | | The Boeing Company | | The Coca-Cola Company | | The Goldman Sachs Group, Inc. | | The Home Depot, Inc. | | The Kroger Co. | | The Procter & Gamble Company | | The Progressive Corporation | | The TJX Companies, Inc. | | The Travelers Companies, Inc. | | The Walt Disney Company | | Thermo Fisher Scientific Inc. | | Tyson Foods, Inc. | | United Parcel Service, Inc. | | UnitedHealth Group Incorporated | | Valero Energy Corporation | | Verizon Communications Inc. | | Walgreens Boots Alliance, Inc. | | Wal-Mart, Inc. | | Wells Fargo & Company |

  115. Peer Group

    | 50 | ADM Proxy Statement 2022 |

  116. Peer Group

    Benefits

  117. CLAWBACK PROVISIONS

    CLAWBACK PROVISIONS We include clawback provisions in the company’s long-term incentive award agreements that provide us with the ability to recover this compensation for a broad range of reasons. Specifically, this policy provides for the recoupment of any cash or equity incentive awards made to NEOs and certain other members of senior management for a period of three years from the vesting date in the event of a financial restatement or ethical misconduct. In addition, our equity awards incorporate post-vesting non-competition and non-solicitation restrictions. Any violation of these provisions could be cause for the company to initiate a clawback proceeding. Our aggressive approach to recoupment of long-term incentive compensation reflects the company’s commitment to protecting stockholder value.

  118. Employment Agreements, Severance, and Change in Control Benefits

    Employment Agreements, Severance, and Change in Control Benefits

  119. NO EMPLOYMENT CONTRACTS

    NO EMPLOYMENT CONTRACTS None of our NEOs has an employment contract or separation agreement. Consistent with our approach of rewarding performance, employment is not guaranteed, and either ADM or any NEO may terminate the employment relationship at any time. ADM maintains a severance program that serves as a guideline for severance benefits that may be provided to various levels of employees, including the NEOs, upon termination of their employment without cause, but the program does not give anyone a contractual right to receive any severance benefits. The Compensation and Succession Committee generally requires a terminated employee to enter into a non-competition and/or non-solicitation agreement in exchange for receiving severance.

  120. CHANGE IN CONTROL PROVISIONS

    CHANGE IN CONTROL PROVISIONS Upon a change in control of the company, NEOs may receive certain protections related to their LTI awards (as described below), and other compensation detailed in the sections titled “Pension Benefits,” “Nonqualified Deferred Compensation,” and “Termination of Employment and Change in Control Arrangements.” NEOs are not eligible to receive any other cash severance, continued health and welfare benefits, tax gross ups, or other change in control benefits. Our incentive compensation plans provide non-employee directors and all employees, including executive officers, change in control protections for their LTI awards. For awards granted in 2017 and later, if a change in control occurs with respect to the company, the RSUs held by executive officers generally will vest immediately, and the PSUs will vest on a modified pro rata basis, if the equity award is not assumed or replaced. The same accelerated vesting provisions will

  121. CHANGE IN CONTROL PROVISIONS

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  122. CHANGE IN CONTROL PROVISIONS

    apply if an award is assumed or replaced, but the executive officer’s employment is terminated for reasons other than for cause or good reason within 24 months of the change in control (referred to as “double-trigger” vesting). We adopted double-trigger accelerated vesting to provide our executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control of the company. This assurance increases the value of these awards to the executives (which in turn enhances retention) and makes it easier for our executives to focus on the potential benefits of a change in control for our stockholders without conflicting concerns about their own financial situations.

  123. SUMMARY COMPENSATION TABLE

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

  124. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | J. R. LUCIANO Chairman, CEO and President | 2021 | 1,400,004 | — | 15,939,571 | — | 5,320,000 | 59,843 | 789,423 | 23,508,841 | | | 2020 | 1,400,004 | — | 15,940,148 | — | 4,507,300 | 112,853 | 789,323 | 22,749,628 | | | 2019 | 1,383,338 | — | 13,641,916 | — | 2,898,000 | 93,298 | 757,710 | 18,774,263 | | R. G. YOUNG Vice Chairman and CFO | 2021 | 850,008 | — | 4,781,915 | — | 2,137,500 | 35,050 | 290,501 | 8,094,974 | | | 2020 | 850,008 | — | 5,844,739 | — | 1,754,719 | 74,554 | 289,174 | 8,813,194 | | | 2019 | 845,848 | | 4,722,182 | — | 1,164,375 | 61,783 | 247,521 | 7,041,709 | | V. F. MACCIOCCHI Senior Vice President, | 2021 2020 | 695,840 675,000 | — — | 3,187,979 4,250,761 | — — | 1,295,000 1,086,581 | 24,191 43,181 | 206,514 250,554 | 5,409,524 6,306,077 | | President, Nutrition, and Chief Sales and Marketing Officer | 2019 | 669,168 | — | 2,938,269 | — | 664,875 | 29,335 | 146,870 | 4,448,517 | | G. A. MORRIS Senior Vice President and President, Ag Services and Oilseeds | 2021 | 695,840 | — | 3,187,979 | — | 1,330,000 | — | 203,404 | 5,417,223 | | | 2020 | 675,000 | — | 4,250,761 | — | 1,086,581 | 730,151 | 200,153 | 6,942,646 | | | 2019 | 670,834 | — | 2,938,269 | — | 664,875 | 818,206 | 161,865 | 5,254,049 | | J. D. TAETS Senior Vice President and President, Asia Pacific | 2021 | 700,008 | — | 2,975,476 | — | 1,295,000 | — | 420,610 | 5,391,094 | | | 2020 | 700,008 | — | 3,878,766 | — | 1,091,825 | 746,347 | 198,279 | 6,615,225 | | | 2019 | 700,008 | — | 2,938,269 | — | 794,500 | 857,911 | 171,029 | 5,461,717 |

  125. SUMMARY COMPENSATION TABLE

    (1) Stock awards in 2021 consisted of RSU awards and PSU awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2021, 2020, and 2019 and of the target level of the PSU awards for fiscal years 2021, 2020 and 2019. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019. The grant date fair value of the 2021 RSUs and the grant date fair value of the 2021 PSUs if target performance and maximum performance is achieved are as follows:

  126. SUMMARY COMPENSATION TABLE

    | | | PSUs | | | Name | RSUs | Target | Maximum | | J. R. Luciano | $7,969,785 | $7,969,785 | $15,939,571 | | R. G. Young | $2,390,957 | $2,390,957 | $4,781,915 | | V. F. Macciocchi | $1,593,990 | $1,593,990 | $3,187,979 | | G. A. Morris | $1,593,990 | $1,593,990 | $3,187,979 | | J. D. Taets | $1,487,738 | $1,487,738 | $2,975,477 |

  127. SUMMARY COMPENSATION TABLE

    (2) No options were issued in 2019, 2020 or 2021. (3) The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid shortly after the close of the applicable fiscal period. (4) The amounts reported in this column for 2021 represents the aggregate change in actuarial present value of each named executive officer’s (NEO’s) accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2020 to December 31, 2021, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. For 2021, Messrs. Morris and Taets’ aggregate change in actuarial present value was negative, and therefore in accordance with SEC rules, the value shown in the table is zero. The aggregate change in actuarial present value was negative $8,539 for Mr. Morris and negative $111,753 for Mr. Taets. No NEO received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2021 were an interest rate of 3.15% for the ADM Retirement Plan, an interest rate of 2.82% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021. The assumptions used to value pension liabilities on December 31, 2020 were an interest rate of 2.84% for the ADM Retirement Plan, an interest rate of 2.47% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2020. (5) The amounts reported in this column for 2021 include costs for use of company-leased aircraft, relocation expenses, value of company-provided life insurance, imputed value of company-provided life insurance, costs for executive healthcare services, dividend equivalents paid on unvested RSUs, company contributions under the 401(k) and ESOP, charitable gifts

  128. SUMMARY COMPENSATION TABLE

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  129. SUMMARY COMPENSATION TABLE

    pursuant to the company’s matching charitable gift program which is available to substantially all full-time employees and non-employee directors and, for Mr. Taets, expenses related to certain expatriate tax services and tax gross ups related thereto. Specific perquisites and other items applicable to each NEO listed are identified below by an “X”. Where a perquisite or benefit exceeded $10,000 for an individual, the dollar amount is given. Amounts reported in this column for 2020 and 2019 have been updated to include the dividend equivalent amounts paid on unvested RSUs in each of those years.

  130. SUMMARY COMPENSATION TABLE

    | Name | Personal Aircraft Use | Relocation Expenses | Expatriate Tax & Gross-Up Expenses | Imputed Income | Health Insurance Company Paid Premiums | Executive Healthcare Services | Dividend Equivalents Paid on Unvested RSUs | Matching Charitable Gifts | 401(k) Company Contributions | | J. R. Luciano | 29,113 | | | X | 12,869 | X | 718,567 | X | $14,500 | | R. G. Young | | | | X | 18,857 | X | 246,055 | X | $14,500 | | V. F. Macciocchi | | | | X | 18,833 | X | 165,606 | X | $14,500 | | G. A. Morris | | | | X | 19,133 | X | 166,546 | X | $14,500 | | J. D. Taets | | 26,399 | 205,554 | X | 10,303 | X | 158,345 | X | $14,500 |

  131. SUMMARY COMPENSATION TABLE

    Aggregate incremental cost to our company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to items such as executive healthcare services and relocation expenses, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-leased aircraft, incremental cost is based solely on variable costs under the agreements with the lessor of the aircraft, and does not include fixed or other costs.

  132. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021 The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2021.

  133. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. R. LUCIANO | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 0 | 2,800,000 | 5,600,000 | | | | | | | Performance Share Unit Award | 2/11/21 | 2/3/21 | | | | 0 | 146,342 | 292,684 | | 7,969,785 | | Restricted Stock Unit Award | 2/11/21 | 2/3/21 | | | | | | | 146,342 | 7,969,785 | | R. G. YOUNG | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 0 | 1,125,000 | 2,250,000 | | | | | | | Performance Share Unit Award | 2/11/21 | 2/3/21 | | | | 0 | 43,903 | 87,806 | | 2,390,957 | | Restricted Stock Unit Award | 2/11/21 | 2/3/21 | | | | | | | 43,903 | 2,390,957 | | V. F. MACCIOCCHI | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 0 | 700,000 | 1,400,000 | | | | | | | Performance Share Unit Award | 2/11/21 | 2/3/21 | | | | 0 | 29,269 | 58,538 | | 1,593,990 | | Restricted Stock Unit Award | 2/11/21 | 2/3/21 | | | | | | | 29,269 | 1,593,990 | | G. A. MORRIS | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 0 | 700,000 | 1,400,000 | | | | | | | Performance Share Unit Award | 2/11/21 | 2/3/21 | | | | 0 | 29,269 | 58,538 | | 1,593,990 | | Restricted Stock Unit Award | 2/11/21 | 2/3/21 | | | | | | | 29,269 | 1,593,990 | | J. D. TAETS | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 0 | 700,000 | 1,400,000 | | | | | | | Performance Share Unit Award | 2/11/21 | 2/3/21 | | | | 0 | 27,318 | 54,636 | | 1,487,738 | | Restricted Stock Unit Award | 2/11/21 | 2/3/21 | | | | | | | 27,318 | 1,487,738 |

  134. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

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

  135. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

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  136. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

    All of the awards in the table above were granted under our 2020 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis — 2021 Executive Compensation Decisions — 2021 Annual Cash Incentives” for more information about our annual cash incentive plan. The awards shown in the column designated “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table above are PSU awards and vest in three years if the company achieves certain performance goals over a three-year performance period (2021 – 2023). The 2021 PSU metrics are: (i) the degree to which the company achieves specified average Adjusted ROIC goals over the 2021 – 2023 performance period (50% weighting), and (ii) the degree to which the company’s Nutrition segment achieves adjusted operating profit compound annual growth rate goals over the 2021 – 2023 performance period (50% weighting). The number of 2021 PSUs that may be earned following the application of such performance goals against actual performance will be subject to a relative TSR modifier of up to +/- 10%. See “Compensation Discussion and Analysis — 2021 Executive Compensation Decisions — Equity-Based Long-Term Incentives” for more information about the 2021 PSUs. All of the awards shown in the “All Other Stock Awards” column in the table above are RSUs awards and vest in full three years after the date of the grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally. The 2021 RSU and PSU awards are subject to double-trigger accelerated vesting and payout upon a change in control only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume, or replace the awards. In such instance the 2021 RSU awards will vest in full immediately, and the number of 2021 PSU awards that vest will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full and the PSU awards will vest at target. If an award recipient’s employment ends as a result of disability or retirement, both the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends for any other reason, unvested RSU and PSU awards will be forfeited. With respect to each of the RSU and PSU awards described above, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation, or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued. The impact of a termination of employment or change in control of our company on RSU and PSU awards held by our named executive officers is quantified in the “Termination of Employment and Change in Control Arrangements” section below.

  137. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

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  138. GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2021

    Outstanding Equity Awards at Fiscal Year 2021 Year-End

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END The following table summarizes information regarding unexercised stock options and unvested restricted stock awards for the named executive officers as of December 31, 2021.

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | J. R. LUCIANO | 2-11-2016 | 931,099 | — | 33.18 | 2-11-2026 | | | | | | | 2-12-2015 | 324,821 | — | 46.92 | 2-12-2025 | | | | | | | 2-13-2014 | 234,531 | — | 40.65 | 2-13-2024 | | | | | | | 2-21-2013 | 51,664 | — | 32.50 | 2-21-2023 | | | | | | | 8-16-2012 | 216,585 | — | 26.25 | 8-16-2022 | | | | | | | | | | | | 483,994 | 32,713,155 | 321,086 | 21,702,203 | | R. G. YOUNG | 2-11-2016 | 346,908 | — | 33.18 | 2-11-2026 | | | | | | | 2-12-2015 | 214,836 | — | 46.92 | 2-12-2025 | | | | | | | 2-13-2014 | 184,631 | — | 40.65 | 2-13-2024 | | | | | | | 2-21-2013 | 31,503 | — | 32.50 | 2-21-2023 | | | | | | | 8-16-2012 | 123,763 | — | 26.25 | 8-16-2022 | | | | | | | | | | | | 164,367 | 11,109,566 | 107,976 | 7,298,098 | | V. F. MACCIOCCHI | 2-11-2016 | 93,110 | — | 33.18 | 2-11-2026 | 110,956 | 7,499,516 | 75,868 | 5,127,918 | | G. A. MORRIS | 2-11-2016 | 89,793 | — | 33.18 | 2-11-2026 | | | | | | | 2-12-2015 | 28,046 | — | 46.92 | 2-12-2025 | | | | | | | | | | | | 110,956 | 7,499,516 | 75,868 | 5,127,918 | | J. D. TAETS | 2-11-2016 | 115,126 | — | 33.18 | 2-11-2026 | | | | | | | 2-12-2015 | 75,743 | — | 46.92 | 2-12-2025 | | | | | | | 2-13-2014 | 70,285 | — | 40.65 | 2-13-2024 | | | | | | | | | | | | 104,927 | 7,092,016 | 69,839 | 4,720,418 |

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    (1) Stock option awards vest at a rate of 20% of the subject shares per year on each of the first five anniversaries of the grant date. (2) The RSUs reported in this column vest on the dates and in the amounts set forth below.

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    | | Restricted Stock Units Vesting On: | | | | Name | 2/14/22 | 2/13/23 | 2/11/24 | | J. R. Luciano | 162,908 | 174,744 | 146,342 | | R. G. Young | 56,391 | 64,073 | 43,903 | | V. F. Macciocchi | 35,088 | 46,599 | 29,269 | | G. A. Morris | 35,088 | 46,599 | 29,269 | | J. D. Taets | 35,088 | 42,521 | 27,318 |

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    (3) Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 31, 2021, which was $67.59. (4) The PSUs reported in this column represent 2020 PSU and 2021 PSU awards that each will vest at the end of the three-year performance period. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation and Succession Committee measuring, in the case of the 2020 PSUs, Adjusted ROIC, Nutrition segment adjusted operating profit growth and a relative TSR modifier, and in the case of the 2021 PSUs, Adjusted ROIC, Nutrition segment adjusted operating profit compound annual growth and a relative TSR modifier. The amount of PSU units shown is the target number of units that could be earned and paid out in shares.

  144. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

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  145. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    Option Exercises and Stock Vested During Fiscal Year 2021 The company did not assign a threshold unit amount to the 2020 or 2021 PSU awards. This table does not include the 2019 PSU awards that were earned for the 2019-2021 performance period, because those earned PSUs were not subject to an additional service-based vesting period and instead vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. The earned 2019 PSUs are reported in the “—Option Exercises and Stock Vested During Fiscal Year 2021” table.

  146. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2021 YEAR-END

    | | Performance Stock Units: | | | Name | Performance Period 1/1/20 to 12/31/22 | Performance Period 1/1/21 to 12/31/23 | | J. R. Luciano | 174,744 | 146,342 | | R. G. Young | 64,073 | 43,903 | | V. F. Macciocchi | 46,599 | 29,269 | | G. A. Morris | 46,599 | 29,269 | | J. D. Taets | 42,521 | 27,318 |

  147. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021 The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2021 and RSU and PSU awards to the named executive officers that vested during that same period.

  148. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired On Vesting (#)(2) | Value Realized on Vesting ($)(3) | | J. R. LUCIANO | — | — | 425,311 | 29,360,402 | | R. G. YOUNG | — | — | 145,904 | 10,089,712 | | V. F. MACCIOCCHI | — | — | 91,802 | 6,334,747 | | G. A. MORRIS | — | — | 94,343 | 6,476,332 | | J. D. TAETS(4) | 43,711 | 996,508 | 94,343 | 6,476,332 |

  149. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021

    (1) Represents the difference between the market value of the shares acquired upon exercise (calculated using the sale price of the shares on the NYSE on the date preceding the exercise date) and the aggregate exercise price of the shares acquired. (2) Reflects vesting of the 2018 RSUs during 2021, and the number of 2019 PSUs that were earned for the 2019-2021 performance period and vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. (3) Represents the market value of the shares issued in settlement of 2018 RSU and 2019 PSU awards on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date, before shares were withheld for taxes. (4) Mr. Taets exercised: (a) 24,539 options at a strike price of $33.18 on February 12, 2021; (b) 13,861 options at a strike price of $32.50 on February 12, 2021; and (c) 5,311 options at a strike price of $26.25 on February 12, 2021.

  150. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021

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  151. OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2021

    Pension Benefits

  152. PENSION BENEFITS

    PENSION BENEFITS The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2021.

  153. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | J. R. LUCIANO | ADM Retirement Plan | 11 | 126,224 | 0 | | | ADM Supplemental Retirement Plan | 11 | 443,723 | 0 | | R. G. YOUNG | ADM Retirement Plan | 11 | 130,814 | 0 | | | ADM Supplemental Retirement Plan | 11 | 268,691 | 0 | | V. F. MACCIOCCHI | ADM Retirement Plan | 10 | 70,096 | 0 | | | ADM Supplemental Retirement Plan | 10 | 98,941 | 0 | | G. A. MORRIS | ADM Retirement Plan | 27 | 1,059,322 | 0 | | | ADM Supplemental Retirement Plan | 27 | 1,926,475 | 0 | | J. D. TAETS | ADM Retirement Plan | 34 | 1,508,646 | 0 | | | ADM Supplemental Retirement Plan | 34 | 2,849,696 | 0 |

  154. PENSION BENEFITS

    (1) The number of years of credited service was calculated as of the pension plan measurement date used for financial statement reporting purposes, which was December 31, 2021. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our company. (2) The assumptions used to value pension liabilities as of December 31, 2021 were an interest rate of 3.15% for the ADM Retirement Plan and 2.82% for the ADM Supplemental Retirement Plan and mortality was determined under the PRI-2012 mortality table, with a white collar adjustment, projected generationally using scale MP-2021. Mr. Morris and Mr. Taets participate in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Mr. Luciano, Mr. Young and Mr. Macciocchi participate in the cash balance formula under those plans. The amounts reported for Mr. Luciano, Mr. Young and Mr. Macciocchi are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2021. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 2.06% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2021 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2021 under the Retirement and Supplemental Plans was $409,347.58, the total account balance for Mr. Young at December 31, 2021 under the Retirement and Supplemental Plans was $289,492.25 and the total account balance for Mr. Macciocchi at December 31, 2021 under the Retirement and Supplemental Plans was $127,516.51, which are the amounts that would have been distributable if such individuals had terminated employment on that date.

  155. QUALIFIED RETIREMENT PLAN

    QUALIFIED RETIREMENT PLAN We sponsor the ADM Retirement Plan (the “Retirement Plan”), which is a qualified defined benefit plan under Section 401(a) of the Internal Revenue Code. The Retirement Plan covers eligible salaried employees of our company and its participating affiliates. Effective January 1, 2009, the Retirement Plan was amended to provide benefits determined under a cash balance formula. The cash balance formula applies to any participant entering or re-entering the plan on or after January 1, 2009 and to any participant who had less than five years of service prior to January 1, 2009. For a participant with an accrued benefit and five years of service or more prior to January 1, 2009, an account was established on January 1, 2009 with an opening balance equal to the present value of his or her accrued benefit determined under the final average pay formula. The accrued benefits of all other participants to whom the cash balance formula does not apply continue to be determined under the traditional final average pay formula. Messrs. Luciano, Young, and Macciocchi participate in the cash balance formula, while Messrs. Morris and Taets participate in the final average pay formula. A participant whose accrued benefit is determined under the cash balance formula has an individual hypothetical account established under the Retirement Plan. Pay and interest credits are made on an annual basis to the participant’s account. Pay credits are equal to a percentage of the participant’s earnings for the year based on the sum of the participant’s age and years of service at the end of the year under the schedule to the right.

  156. QUALIFIED RETIREMENT PLAN

    | AGE + SERVICE | PAY | | Less than 40 | 2.00% | | at least 40 but less than 50 | 2.25% | | at least 50 but less than 60 | 2.50% | | at least 60 but less than 70 | 3.00% | | at least 70 but less than 80 | 3.50% | | 80 or more | 4.00% |

  157. QUALIFIED RETIREMENT PLAN

    Interest credits are made at the end of the year and are calculated on the balance of the participant’s account as of the first day of the plan year, using an interest rate based upon the yield on 30-year Treasury bonds, subject to a minimum annual interest rate of 1.95%. The participant’s pension benefit will be the amount of the balance in the participant’s account at the time that the pension becomes payable under the Retirement Plan. The pension payable to a participant

  158. QUALIFIED RETIREMENT PLAN

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  159. QUALIFIED RETIREMENT PLAN

    Supplemental Retirement Plan whose accrued benefit under the final average pay formula was converted to the cash balance formula at January 1, 2009, if paid in annuity form, will be increased to reflect any additional benefit which the participant would have received in that form under the traditional formula, but only with respect to the benefit accrued by the participant prior to January 1, 2009. A participant under the cash balance formula becomes vested in a benefit under the Retirement Plan after three years of service. There are no special early retirement benefits under the cash balance formula. For a participant whose accrued benefit is determined under the final average pay formula, the formula calculates a life annuity payable at a normal retirement age of 65 based upon a participant’s highest average earnings over 60 consecutive months during the last 15 years of employment. The final average pay formula provides a benefit of 36.0% of a participant’s final average earnings, plus 16.5% of the participant’s final average earnings in excess of Social Security “covered compensation.” This benefit accrues ratably over 30 years of service. A participant accrues an additional benefit of 0.5% of final average earnings for years of service in excess of 30. Early retirement is available at age 55 with 10 years of service. The life annuity payable at early retirement is subsidized relative to the normal retirement benefit. The payment amount in life annuity form is 97% of the full benefit amount at age 64, and 50% at age 55, with adjustments between those two ages. All participants under the final average pay formula are vested in their benefits under the Retirement Plan, based on five years of service. Earnings for purposes of the cash balance and the final average pay formulas generally include amounts reflected as pay on Form W-2, increased by 401(k) Plan pre-tax deferrals and elective “cafeteria plan” contributions, and decreased by bonuses, expense allowances/reimbursements, severance pay, income from stock option and restricted stock awards or cash payments in lieu thereof, merchandise or service discounts, amounts paid in a form other than cash, and other fringe benefits. Annual earnings are limited as required under Section 401(a)(17) of the Internal Revenue Code. When a participant is eligible for a pension, the participant has a choice of a life annuity, a joint and 50% survivor annuity, a joint and 75% survivor annuity, or a joint and 100% survivor annuity. Each joint and survivor annuity form is the actuarial equivalent of the life annuity payable at the same age, with actuarial equivalence determined using the IRS prescribed mortality table under Section 417(e) of the Internal Revenue Code and an interest rate assumption of 6%. Cash balance participants may also elect a lump-sum payment option. In December 2017, the Retirement Plan was amended to freeze final average pay formula benefit accruals as of December 31, 2021 for all active final average pay formula participants in the Retirement Plan on that date. Final average pay accrued benefits would be calculated as if the participant terminated employment on the earlier of their actual termination date or December 31, 2021. The final average pay benefit will not be converted to a cash balance benefit, but will remain subject to the final average pay benefit rules. As of January 1, 2022, all Retirement Plan participants will accrue future benefits under the cash balance formula, based on their age and total years of service.

  160. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table summarizes information with respect to the participation of the named executive officers in the ADM Deferred Compensation Plan for Selected Management Employees I and II, which are non-qualified deferred compensation plans, for the fiscal year ended December 31, 2021.

  161. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at 12/31/21 ($) | | J. R. LUCIANO | 0 | 0 | 0 | 0 | | R. G. YOUNG | 0 | 0 | 0 | 0 | | V. F. MACCIOCCHI | 0 | 0 | 0 | 0 | | G. A. MORRIS | 0 | 0 | 0 | 0 | | J. D. TAETS | 0 | (204) | 45,241 | 0 |

  162. NONQUALIFIED DEFERRED COMPENSATION

    (1) The amount reported in this column reflects a net loss for the fiscal year ended December 31, 2021. We sponsor two nonqualified deferred compensation plans — the ADM Deferred Compensation Plan for Selected Management Employees I and II (referred to as “Deferred Comp Plan I” and “Deferred Comp Plan II”, respectively). Deferred Comp Plan I was frozen as to new participants and new deferrals effective January 1, 2005, and is maintained as a separate “grandfathered” plan under Section 409A of the Internal Revenue Code. Deferred Comp Plan II is structured to comply with Section 409A. Deferred Comp Plan II covers salaried employees of our company and its affiliates whose annualized base salary is $175,000 or more. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation and Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. A participant in Deferred Comp Plan II can defer up to 75% of his or her base salary and up to 100% of his or her bonus. Earnings credits are added based upon hypothetical investment elections made by participants. A participant can elect each year when to be paid the base salary or bonus amounts deferred for that year, by electing to be paid upon a specified future date prior to separation from service or following retirement, in the form of a lump sum or in installments over a period of two to twenty years. If a participant separates from service prior to the elected payment date (or prior to qualifying for retirement), the payment will be made in a lump sum after separation from service, subject to the six month “specified employee” payment delay required by Section 409A. Withdrawals are allowed upon a showing of “hardship” by the participant in accordance with Section 409A. Small account balances of $10,000 or less are paid in a lump sum only. Deferred Comp Plan II provides for “make-whole” company credits to the extent that a participant’s election to defer under the Deferred Comp Plan II causes a loss of company contributions under the 401(k) and ESOP. No “make-whole” company credits were made on behalf of the named executive officers for fiscal year 2021. A participant with an account balance remaining under Deferred Comp Plan I continues to receive earnings credits on such account based upon hypothetical investment elections made by the participant. A participant can establish up to two “scheduled distribution accounts” that are payable upon dates specified by the participant in either a lump sum or installments over a period of two to four years. A participant also can take unscheduled withdrawals of up to 25% of the balance of his or her accounts, subject to a withdrawal penalty of 10% of the withdrawn amount. Only one such unscheduled withdrawal is allowed in any year. Withdrawals also are allowed upon a showing of “hardship” by the participant. A participant’s account under Deferred Comp Plan I is paid following termination of employment. Payment following termination of employment is in a lump sum, except that a participant can elect to have installments paid over a period of two to 20 years if termination of employment occurs after retirement eligibility or due to disability. Deferred Comp Plan I balances are fully-vested. A participant becomes vested in his or her company credits to Deferred Comp Plan II after two years of service. Unpaid amounts at death are paid to designated beneficiaries. The hypothetical investment options available under Deferred Comp Plans I and II are determined by us and correspond with the investment options (other than our company’s common stock) that are made available to participants in the qualified 401(k) and ESOP. These investment options are listed below, and the plan earnings credited to each participant’s account in these plans correspond to the earnings performance of the investment selected. Participants in the Deferred Comp Plans I and II may reallocate the amount of new deferrals and existing account balances among these investment options at any time. We do not set assets aside for the benefit of plan participants, but the Deferred Comp Plans I and II provide for full funding of all benefits upon a change in control or potential change in control, as defined in the plans.

  163. NONQUALIFIED DEFERRED COMPENSATION

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  164. NONQUALIFIED DEFERRED COMPENSATION

    In fiscal year 2021, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:

  165. NONQUALIFIED DEFERRED COMPENSATION

    | Deemed Investment Option | Fiscal Year 2021 Cumulative Return (1/1/21 to 12/31/21) | | Dodge & Cox Stock | 31.73% | | Aristotle Small Cap Equity Collective Trust—Class B | 19.27% | | T. Rowe Price Institutional Mid-Cap Equity Growth | 15.52% | | T. Rowe Price Institutional Large-Cap Growth Fund I Class | 23.18% | | Vanguard Institutional 500 Index Trust | 28.70% | | Vanguard International Growth—Admiral Shares | -0.74% | | Vanguard Target Retirement 2015 Trust I | 5.80% | | Vanguard Target Retirement 2020 Trust I | 8.24% | | Vanguard Target Retirement 2025 Trust I | 9.91% | | Vanguard Target Retirement 2030 Trust I | 11.48% | | Vanguard Target Retirement 2035 Trust I | 13.08% | | Vanguard Target Retirement 2040 Trust I | 14.70% | | Vanguard Target Retirement 2045 Trust I | 16.34% | | Vanguard Target Retirement 2050 Trust I | 16.60% | | Vanguard Target Retirement 2055 Trust I | 16.61% | | Vanguard Target Retirement 2060 Trust I | 16.60% | | Vanguard Target Retirement 2065 Trust I | 16.56% | | Vanguard Target Retirement Income Trust I | 5.25% |

  166. CEO PAY RATIO

    CEO PAY RATIO For our fiscal year 2021 pay ratio analysis, we determined that there has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our fiscal year 2021 pay ratio disclosure. However, because there were changes in the circumstances of the median employee who we identified for our fiscal year 2019 pay ratio analysis, we are using another employee whose compensation is substantially similar to the original median employee based on the compensation measure used to select the original median employee, as permitted by SEC rules. Our median employee’s annual total compensation for fiscal year 2021 was $81,320. The annual total compensation of our Chairman and CEO for fiscal year 2021 was $23,511,265. The ratio between the Chairman and CEO’s annual total compensation to the annual total compensation of our median employee is 290:1. With respect to our median employee, we identified and calculated the elements of the employee’s annual total compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and also included $13,037 as the estimated value of the median employee’s 2021 employer-paid health care and short-term disability insurance premiums. With respect to the annual total compensation of our Chairman and CEO, we used the amount reported in the Summary Compensation Table and also included $2,424 as the estimated value of our Chairman and CEO’s 2021 employer-paid life insurance and short-term disability insurance premiums.

  167. Supplemental Pay Ratio

    Supplemental Pay Ratio Our global footprint drives the median pay level at ADM. Sixty percent of our workforce is employed outside the United States. We aim to provide competitive pay and benefits for each employee’s role in every business segment and geography. To be consistent with our compensation philosophy, all global colleagues are paid based upon their local market as reviewed on an annual basis to ensure they are paid competitively. We believe this information is useful to put the SEC-required pay ratio provided above into context. In addition, we are also providing a supplemental pay ratio that includes our domestic employees only. We identified the median employee for purposes of the supplemental pay ratio using the same methodology as the required pay ratio. Applying this methodology to our employees located in the United States only (other than our Chairman and CEO), we determined that our median employee in fiscal year 2021 had annual total compensation in the amount of $91,980. As a result, the fiscal year 2021 ratio of the total annual compensation of our Chairman and CEO to the total annual compensation of our median employee in the United States, each as calculated above to include 2021 employer-paid health care and basic life and short-term disability insurance premiums, is 256:1. This supplemental pay ratio is not a substitute for the required CEO pay ratio, but we believe it is helpful in fully evaluating the ratio of our Chairman and CEO’s annual total compensation to that of our median employee.

  168. Supplemental Pay Ratio

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  169. Supplemental Pay Ratio

    Equity Compensation Plan Information; Related Transactions