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

DEF 14A of Archer-Daniels-Midland Co

Filed Apr 10, 2024 · FY20230001193125-24-091968

Open on EDGAR

  1. How to Vote

    | Grants of Plan-based Awards During Fiscal Year 2023 | 60 | | Outstanding Equity Awards at Fiscal Year 2023 Year-End | 62 | | Option Exercises and Stock Vested During Fiscal Year 2023 | 63 | | Pension Benefits | 64 | | Qualified Retirement Plan | 64 | | Supplemental Retirement Plan | 66 | | Nonqualified Deferred Compensation | 66 | | Termination of Employment and Change in Control Arrangements | 68 | | CEO Pay Ratio | 70 | | Pay Versus Performance | 71 | | Executive Stock Ownership | 76 | | Executive Officer Stock Ownership | 76 | | Equity Compensation Plan Information; Related Transactions | 77 | | Equity Compensation Plan Information at December 31, 2023 | 77 | | Review and Approval of Certain Relationships and Related Transactions | 77 | | Certain Relationships and Related Transactions | 77 | | Proposal No. 3 | 78 | | Proposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm | 78 | | Report of the Audit Committee | 80 | | Report of the Audit Committee | 80 | | Proposal No. 4 | 82 | | Proposal No. 4—Stockholder Proposal—Independent Board Chairman | 82 | | Submission of Stockholder Proposals and Other Matters | 86 | | Deadline for Submission of Stockholder Proposals | 86 | | Stockholders with the Same Address | 86 | | Receiving Future Proxy Materials Electronically | 86 | | Principal Holders of Voting Securities | 87 | | Other Matters | 87 | | ANNEX A | A-1 | | Definition and Reconciliation of Non-GAAP Measures | A-1 |

  2. Meet the Nominees

    Meet the Nominees

  3. Meet the Nominees

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

  4. Meet the Nominees

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

  5. Meet the Nominees

    | | PROXY SUMMARY — Governance Highlights |

  6. Executive Compensation

    | CEO: Juan R. Luciano CEO 2023 Total Direct Compensation: • Salary: $1,482,918 • Non-Equity Incentive Plan Compensation: $3,609,611 • Long-Term Incentives: $17,919,686 CEO Employment Agreement: No Change in Control Agreement: No Stock Ownership Guidelines: Yes Anti-Hedging Policy: Yes | Compensation Highlights | | | Modest base salary changes for most NEOs: NEO salaries were increased 2% to 4% | | | Earned incentives for NEOs on strong company performance: Earned annual incentive between 95.9% and 120.9% of target | | | Earned LTI for long-term results: Earned awards were 100% of target |

  7. Director Nominee Qualifications, Skills, and Experience

    Director Nominee Qualifications, Skills, and Experience The following chart provides summary information about each of our director nominees’ qualifications, skills, and experience. More detailed information is provided in each director nominee’s biography beginning on page 9.

  8. Director Nominee Qualifications, Skills, and Experience

    | | | | | | | | | | | | | | CEO Leadership CEO experience at a large public company. | · | | · | | | | · | · | | | | | Finance / Accounting Experience in positions requiring financial knowledge and analysis or overseeing internal controls and reporting of public company financial and operating results, including as chief financial officer and/or in accounting, corporate finance, or treasury functions. | · | | | · | | | | · | | | | | International Business Experience working outside the U.S. or overseeing a global business. | · | · | · | · | · | · | · | · | | · | | | Agriculture / Food / Retail Consumer Experience in agriculture, food, or retail consumer businesses or industries. | | | · | · | · | · | · | | · | | · | | M&A Experience implementing growth strategies, establishing partnerships, identifying opportunities, and analyzing cultural and strategic fit in connection with mergers, acquisitions, divestitures, and other strategic transactions. | · | · | · | · | · | · | · | · | | · | · | | Risk Management Experience assessing and reviewing material risk exposures and the measures to manage and mitigate material risks, including in the areas of operations, health and safety, climate change, cybersecurity, and regulatory. | · | · | | · | · | | · | · | | | · | | Sustainability / Environmental / Social Experience overseeing environmental impact, corporate social responsibility, or sustainability strategies or initiatives. | · | | · | · | · | · | · | · | · | · | | | Sales / Marketing Experience involving branding, marketing, and sales at a global scale and in key markets. | | · | · | | | · | · | | · | · | | | Project Management Experience overseeing or managing large or complex projects, including in the areas of manufacturing, supply chain, logistics, engineering, construction, and M&A integration. | · | · | · | | · | | · | · | | · | | | Food Science / R&D Experience in scientific or research roles, particularly in agricultural or food science. | | | · | | · | · | · | | · | · | | | Information Technology / Cybersecurity Experience in positions requiring information technology knowledge or overseeing information technology functions, including data management and cybersecurity. | | · | | | · | | | | | | · |

  9. Director Nominee Qualifications, Skills, and Experience

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

  10. Director Nominee Qualifications, Skills, and Experience

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

  11. 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 9.

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

    | | Director Since | Age | Gender | Hispanic/Latinx | Asian | Black or African American | White | | M. S. Burke | 2018 | 61 | M | | | | · | | T. Colbert | 2021 | 50 | M | | | · | | | J. C. Collins, Jr. | 2022 | 61 | M | | | | · | | T. K. Crews | 2011 | 68 | M | | | | · | | E. de Brabander | 2023 | 61 | F | | | | · | | S. F. Harrison | 2017 | 66 | F | | | | · | | J. R. Luciano | 2014 | 62 | M | · | | | | | P. J. Moore | 2003 | 69 | M | | | | · | | D. A. Sandler | 2016 | 64 | F | · | | · | | | L. Z. Schlitz | 2019 | 57 | F | | · | | | | K. R. Westbrook | 2003 | 68 | M | | | · | |

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

    | | | | | 64% Overall Diversity | 91% Independent | | | 45% Black, Asian, or Hispanic | 36% Female | |

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

    General Information About the Annual Meeting and Voting

  15. Director Nominees

    Director Nominees

  16. Director Nominees

    | Michael S. Burke Age: 61 Director since: 2018 Board Committees: Audit (Chair); Executive; Nominating and Corporate Governance Common stock owned: 20,032 (1) Percent of class: * Qualifications, Skills, and Experience CEO Leadership Finance / Accounting International Business M&A Risk Management Sustainability / Environmental / Social Project Management | Mr. Burke brings deep expertise in driving the evolution of global businesses, strategic planning, international market dynamics, and overseeing risk management from his tenure as Chair and CEO of AECOM, a Fortune 500 company that designs, builds, finances and operates infrastructure assets in more than 150 countries. He also contributes his significant experience leading companies through transformation, developed through his roles at AECOM, where he played a key role in preparing the company for its IPO in 2007, and spearheaded international business development and M&A strategy. At AECOM, Mr. Burke also transformed one of the firm’s subsidiaries into a leading environmental engineering firm, developing significant sustainability expertise, which he has further developed through serving on the boards of CarbonCure and Nexii Building Solutions, companies focused on reducing harmful emissions in the construction process. He also brings expertise in finance, accounting, and tax matters drawing on his experience as a Chief Financial Officer and his 15-year career at KPMG advising public companies. | | | | Public Boards • PRIOR (within past 5 years): AECOM (Chairman) Non-Public & Non-Profit Boards; Memberships • CURRENT: Universal Engineering Sciences (Chair); Westwood Professional Services (board member); SitelogIQ (board member); CarbonCure (board member); Nexii Building Solutions (board member); American Institute of Certified Public Accountants (member); California Bar Association (member) • PRIOR: Business Roundtable (board member; Chair, Infrastructure Committee); Children’s Bureau (Vice Chair); World Economic Forum (Co-Chair, Steering Committee, Infrastructure and Urban Development) | Career Highlights • AECOM (a global infrastructure firm) - Chairman and Chief Executive Officer (2015-2020) - Chief Executive Officer (2014-2015) - President (2011-2014) - Other leadership roles (2005-2011), including Chief Financial Officer (2006-2011) • KPMG LLP - Member of Board of Directors (2000-2005) - Partner (1995-2005) - Various roles (1990-1995) |

  17. Director Nominees

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

  18. Director Nominees

    | Theodore Colbert Age: 50 Director since: 2021 Board Committees: Audit; Compensation and Succession Common stock owned: 9,395 (2) Percent of class: * Qualifications, Skills, and Experience International Business M&A Risk Management Sales / Marketing Project Management Information Technology / Cybersecurity | Mr. Colbert brings extensive corporate leadership experience to the Board, along with his deep expertise in information technology, cybersecurity, data and analytics, and automation, which he acquired over his nearly three-decade career overseeing information technology, data security and architecture at several global market-leading companies. His most recent positions at Boeing further developed his sales and marketing capabilities, M&A experience, government regulation experience, and expertise in international business dynamics, including his role as President and CEO of its Global Services business that provided services to global customers across all OEMs and his current role as President and CEO of Boeing Defense, Space & Security, providing solutions across defense, government, space, intelligence, and security to customers worldwide. Leading global businesses focused on serving security and national defense companies distinguishes Mr. Colbert as an expert in world-class information security systems and risk management. This expertise has been honored with numerous prestigious awards throughout his career, including most recently the 2022 Black Engineer of the Year Award and the 2022 ORBIE Award for Leadership, being named the 2021 Capital CIO of the Year and one of the Most Influential Black Executives in Corporate America by Savoy magazine in 2020 and 2021, as well as being the first recipient of the Fisher Center prize for Excellence in Driving Transformation from the Fisher Center For Business Analytics at Berkeley. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: The National Space Council Users Advisory Group (appointed by Vice President Kamala Harris); New Leaders (Chair); The Executive Leadership Council (member); Thurgood Marshall College Fund (Co-Vice Chair); DC College Access Program (board member); Virginia Tech Innovation Campus Advisory Board (board member); Aerospace Industries Association (Chair) • PRIOR: Georgia Tech President’s Advisory Board (two terms) | Career Highlights • Boeing (a global aerospace company) - Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Defense, Space & Security (2022-present) - Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Global Services (2019-2022) - Chief Information Officer and Senior Vice President of Information Technology & Data Analytics (2016-2019) - Chief Information Officer and Vice President of Information Technology Infrastructure (2013-2016) - Other leadership roles (2009-2013) • Citigroup - Senior Vice President of Enterprise Architecture (2007-2009) • Ford Motor Company - Various roles in the Information Technology organization (1996-2007) |

  19. Director Nominees

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

  20. Director Nominees

    | James C. Collins, Jr. Age: 61 Director since: 2022 Board Committees: Compensation and Succession; Sustainability and Corporate Responsibility Common stock owned: 4,459 (1) Percent of class: * Qualifications, Skills, and Experience CEO Leadership International Business Agriculture / Food / Retail Consumer M&A Sustainability / Environmental / Social Sales / Marketing Project Management Food Science / R&D | Mr. Collins contributes to the Board deep expertise in global agriculture and food science innovation developed over his extensive executive leadership experience in the food and agriculture industry. During his tenure leading agriculture business lines at DuPont and Dow DuPont, and most recently as the CEO of Corteva – the public spin-off of Dow DuPont’s crop protection and agrisciences divisions with a global scale – he oversaw the launch of numerous new products and drove strong growth in their R&D and innovation pipelines. His experience leading the integration of legacy DuPont and Dow agricultural businesses to drive preparation for Corteva’s spin also enhances the Board’s M&A and corporate governance expertise. He also brings extensive sales and marketing experience, beginning as a sales representative early in his career and later taking on leadership roles with responsibility for implementing multi-channel, multi-brand growth strategies. Through his work in agriculture supply chains, Mr. Collins has also developed a keen understanding of how to support and partner with global farmers to improve the sustainability of the agriculture and nutrition value chains. During his time at Corteva, he led a comprehensive array of initiatives to enhance sustainability, with a strong focus on helping farmers lead with new practices and innovations. He currently serves on the board of Vestaron Corporation, a private company dedicated to improving the safety, efficacy and sustainability of crop protection through migration from synthetic pesticides to peptide-based biopesticides. | | | | Public Boards • PRIOR (within past 5 years): Corteva, Inc.; Cibus, Inc. Non-Public & Non-Profit Boards; Memberships • CURRENT: Vestaron Corporation (board member); Pivot Bio (board member); University of Delaware College of Agriculture and Natural Resources (Advisory Committee member) • PRIOR: CropLife International (board member); University of Delaware’s Alfred Lerner College of Business & Economics (advisory board member); US China Business Council (member); Business Roundtable (Special Committee on Equity and Racial Justice; Climate Policy Committee; Trade Committee); National 4-H Council (board member) | Career Highlights • Corteva, Inc. (a global agricultural and seed company) - Chief Executive Officer (2019-2021) • DowDuPont - Chief Operating Officer (2017-2019) • DuPont - Executive Vice President (2014-2017) - Senior Vice President (2013-2014) - President Industrial Biosciences (2011-2013) - VP Acquisitions and Integration – Danisco (2011) - President Crop Protection (2003-2010) |

  21. Director Nominees

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

  22. Director Nominees

    | Terrell K. Crews Lead Director Age: 68 Director since: 2011 Board Committees: Executive Common stock owned: 54,355 (3) Percent of class: * Qualifications, Skills, and Experience Finance / Accounting International Business Agriculture / Food / Retail Consumer M&A Risk Management Sustainability / Environmental / Social | Mr. Crews, who has served as our independent Lead Director since May 2023, contributes to the Board deep expertise in the international agricultural industry, business transformation, and agri-business operations gained over his 32-year career at Monsanto, a global agrochemical and agricultural biotechnology company. Serving in his role as Chief Financial Officer at Monsanto for nearly a decade, Mr. Crews oversaw corporate finance and reporting in addition to capital allocation strategies. His other roles with the company included helming the global vegetable business, assignments in Latin America, and leading financial operations for its Asia-Pacific business, which gave him significant expertise in risk management and strategic planning. Mr. Crews also has experience leading financing for M&A activity and other corporate transactions, including overseeing the financial integration of 11 acquired seed companies as head of finance for Monsanto’s Global Seed Group. His long tenure in agricultural industry executive leadership led him to develop a keen understanding of evolving views of broad stakeholder groups on sustainability and contributed to his experience developing capital allocation strategies aligned with corporate sustainability priorities. Recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance, Mr. Crews is well-qualified to serve in the role of Lead Director. Additionally, having served on the Board since 2011, his tenure enables him to have a deep understanding of the Company’s strategy, business, products, and goals, allowing him to more effectively provide independent strategic leadership to the Company. | | | | Public Boards • CURRENT: WestRock Company • PRIOR (within past 5 years): Hormel Foods Corporation Non-Public & Non-Profit Boards; Memberships • CURRENT: Freed-Hardeman University (board member); Teay’s River Investments (board member) | Career Highlights • Monsanto Company (a global agricultural and seed company) - Executive Vice President, Chief Financial Officer and Vegetable Business CEO (2007-2009) - Executive Vice President and Chief Financial Officer (2000-2007) - Various other roles (1977-2000) |

  23. Director Nominees

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

  24. Director Nominees

    | Ellen de Brabander Age: 61 Director since: 2023 Board Committees: Audit; Sustainability and Corporate Responsibility Common stock owned: 2,599 (1) Percent of class: * Qualifications, Skills, and Experience International Business Agriculture / Food / Retail Consumer M&A Risk Management Sustainability / Environmental / Social Project Management Food Science / R&D Information Technology / Cybersecurity | Dr. de Brabander brings to the Board a broad scientific background and a strong track record of innovation in several consumer industries including human nutrition, life sciences and animal health. In her current role as Executive Vice President of Innovation and Regulatory Affairs at Elanco, Dr. de Brabander utilizes her R&D expertise driving early and late-stage pipeline execution across pet health and farm animals, including nutritional health solutions. This deep research and innovation expertise was fostered in her previous role as senior vice president for R&D at PepsiCo, with company-wide responsibility for food safety, quality, regulatory and digital transformation. She also led R&D operations for global businesses, including Merial (now Boehringer Ingelheim), Intervet (now Merck Animal Health) and DSM, and brings extensive experience with information technology, having served as the Chief Technology Officer for Merial. In addition to her corporate success, she has been a founding board member of EIT (European Institute of Technology) and founding CEO of EIT Food, the largest public-private partnership in the food sector. Dr. de Brabander earned her Ph.D. cum laude in bio-organic chemistry from Leiden University in the Netherlands and completed her post-doctoral work in molecular biology at the Massachusetts Institute of Technology (MIT) in the group of Prof. Dr. H.G. Khorana, a Nobel laureate. She is the co-author of over 60 publications in scientific journals, holds 18 patents, and has received multiple awards for her research. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: PeakBridge (scientific advisory board member and investment committee member); Brabantse Ontwikkel Maatschappij (a regional development organization in The Netherlands) (board member); Sanquin Health Solutions (board member); Brightlands Venlo (food/ agro innovation campus and ecosystem in The Netherlands) (board president) • PRIOR: New York Academy of Sciences (board member); Open University, The Netherlands (board member) | Career Highlights • Elanco (a global leader in animal health) - Executive Vice President, Innovation and Regulatory Affairs (2021-present) • PepsiCo - Senior Vice President, R&D Technical Insights, Digital Solutions, and Compliance (2014-2021) • EIT Food (food innovation community supported by the EU) - Interim Chief Executive Officer (2016-2018) • Merial (now part of Boehringer Ingelheim Animal Health) - Chief Technology Officer (2008-2014) |

  25. Director Nominees

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

  26. Director Nominees

    | Suzan F. Harrison Age: 66 Director since: 2017 Board Committees: Audit; Executive; Sustainability and Corporate Responsibility (Chair) Common stock owned: 20,273 (1) Percent of class: * Qualifications, Skills, and Experience International Business Agriculture / Food / Retail Consumer M&A Sustainability / Environmental / Social Sales / Marketing Food Science / R&D | In her four decades of executive leadership positions at Colgate-Palmolive, a global consumer products company focused on the production, distribution and provision of household, healthcare and personal care, Ms. Harrison has gained extensive experience in operational management and M&A. She acquired deep understanding of evolving consumer trends, sales and marketing and development of customer-driven innovation as Vice President of Marketing for Colgate U.S. She also built her research and development experience overseeing the new products development process for retail customers in oral care, pet nutrition and oral pharmaceuticals. Ms. Harrison has extensive sustainability experience acquired through her oversight of global brands and their evolution in alignment with stakeholder sustainability expectations. Ms. Harrison has been recognized by the NACD Directorship 100™ for her leadership, excellence, and integrity in corporate governance. | | | | Public Boards • CURRENT: WestRock Company; Ashland Inc. | Career Highlights • Colgate-Palmolive Company (a global household and consumer products company) - President of Global Oral Care (2011-2019) - President Hill’s Pet Nutrition Inc. North America (2009-2011) - Vice President, Marketing (2006-2009) - Vice President and General Manager of Colgate Oral Pharmaceuticals, North America, and Europe (2005-2006) - Various other roles (1983-2005) |

  27. Director Nominees

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

  28. Director Nominees

    | Juan R. Luciano Chair of the Board Age: 62 Director since: 2014 Board Committees: Executive Common stock owned: 2,398,947 (4) Percent of class: * Qualifications, Skills, and Experience CEO Leadership International Business Agriculture / Food / Retail Consumer M&A Risk Management Sustainability / Environmental / Social Sales / Marketing Project Management Food Science / R&D | Since joining ADM in 2011, Mr. Luciano has spent more than a decade in various senior executive leadership roles working to drive our Company’s evolution. During his time with ADM he has spearheaded our major growth drivers and sales and marketing efforts, including the commercial and production activities of ADM’s corn, oilseeds, and agricultural services businesses, development of sustainability strategy, and the increased use of research and technological innovation to meet customer needs. He most recently led a strategic growth campaign that has expanded ADM’s footprint in global markets, including through select M&A activity, building capabilities and adding talent and expertise that have allowed our Company to create value at every part of the global value chain. Under his leadership, ADM has undergone a remarkable transformation, building on more than a century of heritage to create a global nutrition business, with an industry-leading array of ingredients and solutions that are opening the door to growth opportunities in key global macro trend areas. He also has overseen the Company’s operational excellence initiatives and risk management functions. Prior to joining ADM, he had a successful 25-year tenure at The Dow Chemical Company, where he last served as executive vice president and president of the Performance division. | | | | Public Boards • CURRENT: Eli Lilly and Company (Lead Director). Non-Public & Non-Profit Boards; Memberships • CURRENT: Rush University Medical Center (Director); Intersect Illinois (board member); Economic Club of Chicago (member); Commercial Club of Chicago (member); The Business Roundtable (member) • PRIOR: Kellogg School of Management, Northwestern University (board member); US-China Business Council (member) | Career Highlights • ADM - Chair of the Board, Chief Executive Officer and President (2016-present) - Chief Executive Officer and President (2015-2016) - President and Chief Operating Officer (2014) - Executive Vice President and Chief Operating Officer (2011-2014) • The Dow Chemical Company (a multinational chemical company) - Executive Vice President and President, Performance Division (2010-2011) - Various other roles (1985-2010) |

  29. Director Nominees

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

  30. Director Nominees

    | Patrick J. Moore Age: 69 Director since: 2003 Board Committees: Audit; Executive; Nominating and Corporate Governance (Chair) Common stock owned: 85,791 (1) Percent of class: * Qualifications, Skills, and Experience CEO Leadership Finance / Accounting International Business M&A Risk Management Sustainability / Environmental / Social Project Management | With over two decades of experience in the financial sector, including in his early career at Continental Bank, as CFO at Smurfit-Stone and in his current position as founder, President and CEO of a private equity investment and advisory firm, Mr. Moore contributes to the Board his financial expertise and substantial executive leadership experience in international banking and finance, strategy development, commodity management, and operations management. Throughout his carrier, Mr. Moore developed significant experience in risk management and M&A. Mr. Moore also brings extensive experience in environmental and sustainable practices from his time at Smurfit-Stone, a producer of containerboard and corrugated packaging and one of the world’s largest paper recyclers, and his service on the board of the Sustainable Forestry Initiative, with particular focus on recycling, carbon sequestration, reduction of energy and water usage, and sustainable forestry. Mr. Moore has been recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance. | | | | Public Boards • CURRENT: Energizer Holdings, Inc. (Chairman) Non-Public & Non-Profit Boards; Memberships • CURRENT: St. Louis Zoological Association (board member); Hoverfly Holdings (board member); Engineered Corrosion Solutions (board member) • PRIOR: North American Review Board of American Air Liquide Holdings, Inc. | Career Highlights • PJM Advisors, LLC (a private equity investment and advisory firm founded by Mr. Moore) - President and Chief Executive Officer (2011-present) • Smurfit-Stone Container Corporation (a leader in integrated containerboard and corrugated package products and paper recycling) (5) - Chairman and Chief Executive Officer (2002-2011) - Other roles including Chief Financial Officer, Vice President-Treasurer and General Manager, Industrial Packaging division (1987-2002) • Continental Bank - Various roles in corporate lending, international banking, and administration (1975-1987) |

  31. Director Nominees

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

  32. Director Nominees

    | Debra A. Sandler Age: 64 Director since: 2016 Board Committees: Audit; Nominating and Corporate Governance Common stock owned: 22,781 (1) Percent of class: * Qualifications, Skills, and Experience Agriculture / Food / Retail Consumer Sustainability / Environmental / Social Sales / Marketing Food Science / R&D | Ms. Sandler contributes to the Board her strong marketing and operating experience, and extensive understanding of consumer behavior within the evolving retail environment (specifically in the food industry), and a proven record of creating, building, enhancing, and leading well-known consumer brands through her leadership positions at Mars, Johnson & Johnson, and PepsiCo. She developed these skills as a founder, President and Chief Executive Officer of La Grenade Group, LLC, a consulting firm that advises a wide range of clients on marketing innovation and overall business development. She also enhances the Board’s expertise in financial and strategic planning, research and development in the food science industry acquired in her current role as founder and CEO of Mavis Foods. The Board also benefits from Ms. Sandler’s expertise in corporate social responsibility, as demonstrated through her public speaking engagements on topics such as diversity and inclusion, multicultural business development, and health and wellbeing in the consumer packaged goods industry. | | | | Public Boards • CURRENT: Gannett Co., Inc.; Dollar General Corporation; Keurig Dr Pepper Inc. Non-Public & Non-Profit Boards; Memberships • CURRENT: Hofstra University (board member); The Executive Leadership Council (member); Pharmavite, LLC (board member); Trewstar Corporate Board Services (Partner) | Career Highlights • LaGrenade Group, LLC (a marketing consulting firm Ms. Sandler founded to advise consumer packaged goods companies operating in the Health and Wellness space) - President (2015-present) • Mavis Foods, LLC (a startup Ms. Sandler founded that makes and sells Caribbean sauces and marinades) - Chief Executive Officer (2018-present) • Mars, Inc. - Chief Health and Wellbeing Officer (2014-2015) - President, Chocolate, North America (2012-2014) - Chief Consumer Officer of Mars Chocolate North America (2009-2012) • Johnson & Johnson - Various roles, including Worldwide President, McNeil Nutritionals division (1999-2009) • PepsiCo - Various roles, including Marketing Vice President (1985-1999) |

  33. Director Nominees

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

  34. Director Nominees

    | Lei Z. Schlitz Age: 57 Director since: 2019 Board Committees: Compensation and Succession; Sustainability and Corporate Responsibility Common stock owned: 17,135 (1) Percent of class: * Qualifications, Skills, and Experience International Business M&A Sustainability / Environmental / Social Sales / Marketing Project Management Food Science / R&D | Dr. Schlitz is an accomplished leader, with experience in strategy development, M&A and growth initiatives, and operational excellence at an international scale, including several global manufacturing companies. She has extensive expertise in research and development, having served in product development roles at Johnson Controls, Illinois Tool Works (ITW) and Siemens Energy and Automation. She has also built research and development expertise specifically within the food science sector, including during her tenure as executive vice president of ITW’s $22B Food Equipment segment, which services commercial food service and food retail customers around the globe. She also oversaw product portfolio growth by building strong market-driven strategy at Siemens, developing important strategic planning, sales and marketing expertise. Dr. Schlitz contributes to the Board her strong sustainability expertise, including her first-hand experience driving product innovations in energy-efficient electrical distribution products and equipment at GE Global Research and GE Industrial Systems and overseeing diversity and inclusion initiatives at ITW as an executive member of the company’s Diversity & Inclusion Council. Dr. Schlitz holds a doctorate in mechanical engineering from the University of Wisconsin-Milwaukee, and a bachelor’s degree in engineering mechanics from Tsinghua University, China. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: Society of Women Engineers (member) | Career Highlights • Johnson Controls (a global building products company) - Vice President and President, Global Products (2022-present) • Illinois Tool Works Inc. (a global multi- industrial manufacturer) - Executive Vice President, Automotive OEM (2020-2022) - Executive Vice President, Food Equipment (2015-2020) - Group President, Worldwide Ware-Wash, Refrigeration, and Weigh/Wrap Businesses (2011-2015) - Vice President, Research & Development, and Head of ITW Technology Center (2008-2011) • Siemens Energy & Automation - Business Manager for Emerging Businesses, Residential Product Division (2006-2008) - Director of Engineering (2001-2006) |

  35. Director Nominees

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

  36. Director Nominees

    | Kelvin R. Westbrook Age: 68 Director since: 2003 Board Committees: Compensation and Succession (Chair); Executive; Nominating and Corporate Governance Common stock owned: 37,283 (1) Percent of class: * Qualifications, Skills, and Experience Agriculture / Food / Retail Consumer M&A Risk Management Information Technology / Cybersecurity | Mr. Westbrook brings valuable insights on consumer trends and preferences, as well as extensive information technology and cybersecurity, acquired through decades serving as President, Chief Executive Officer, and co-founder of two large cable television and broadband companies. As a former partner in the corporate law and mergers and acquisitions practice of a national law firm, he also brings significant legal expertise in M&A and risk management. His risk management and corporate governance expertise developed in this executive role is further enhanced by his service on the boards of directors and board committees of numerous public companies and not-for-profit entities, including experience in regulated industries. Mr. Westbrook has been recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance. | | | | Public Boards • CURRENT T-Mobile US, Inc.; Mosaic Company; Camden Property Trust (Lead Independent Trust Manager) Non-Public & Non-Profit Boards; Memberships • CURRENT: Boys and Girls Clubs of Greater St. Louis (board member); BioSTL (board member); University of Washington Foster School of Business (Advisory Board Chair) • PRIOR: BJC Healthcare (board member); St. Louis Internship Program (board member) | Career Highlights • KRW Advisors, LLC (a consulting and advisory firm founded by Mr. Westbrook) - President and Chief Executive Officer (2007-present) • Millennium Digital Media Systems, L.L.C. (a broadband services company) - Chairman and Chief Strategic Officer (2006-2007) - President and Chief Executive Officer (1997-2006) • LEB Communications, Inc. (an affiliate of Charter Communications) - President and Chairman (1993-1996) • Paul Hastings Janofsky & Walker LLP - Partner (1990-1993) |

  37. Director Nominees

    | * Less than 1% of outstanding shares |

  38. Director Nominees

    | (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. |

  39. Director Nominees

    | (2) Includes 9,385 stock units allocated under our Stock Unit Plan. |

  40. Director Nominees

    | (3) Includes 53,595 stock units allocated under our Stock Unit Plan. |

  41. Director Nominees

    | (4) Includes 1,310,288 shares held in trust, 238 shares held by a family-owned limited liability company, and 905,920 shares that are unissued but are subject to stock options exercisable within 60 days. |

  42. Director Nominees

    | (5) Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009 and emerged in 2010. |

  43. Director Nominees

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

  44. COMMUNICATIONS WITH DIRECTORS

    | | CORPORATE GOVERNANCE — Director Compensation |

  45. Director Compensation

    Director Compensation Our standard compensation for non-employee directors consists of an annual retainer of $325,000 and additional annual stipends for service as Lead Director ($40,000), Chair of the Audit Committee (effective as of the second quarter of 2023, this increased from $30,000 to $35,000), Chair of the Compensation and Succession Committee ($25,000), Chair of the Nominating and Corporate Governance Committee ($20,000), and Chair of the Sustainability and Corporate Responsibility Committee ($20,000). Directors may elect to receive up to $125,000 of their annual retainer in cash or stock units, and the remaining portion of the annual retainer and any stipends are paid in stock units. Each stock unit is deemed for valuation and bookkeeping purposes to be the equivalent of a share of our common stock. Stock units are credited to the account of each non-employee director on a quarterly basis in an amount determined by dividing the quarterly amount of the retainer or stipend to be paid in stock units by the fair market value of a share of our common stock on the last business day of that quarter, and are fully-vested at all times. As of any date on which cash dividends are paid on our common stock, each director’s stock unit account is also credited with stock units in an amount determined by dividing the dollar value of the dividends that would have been paid on the stock units in that director’s account had those units been actual shares by the fair market value of a share of our stock on the dividend payment date. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. Each stock unit is paid out in cash on the first business day following the earlier of (i) five years after the end of the calendar year that includes the quarter for which that stock unit was credited to the director’s account, and (ii) when the director ceases to be a member of the Board. The amount to be paid will equal the number of stock units credited to a director’s account multiplied by the fair market value of a share of our stock on the payout date. A director may elect to defer the receipt of these payments in accordance with the plan. We do not pay fees for attendance at board and committee meetings. Directors are reimbursed for out-of-pocket traveling expenses incurred in attending board and committee meetings. Directors may also be provided with certain perquisites from time to time. The following table summarizes compensation provided to each non-employee director for services provided during fiscal year 2023.

  46. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Unit Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | M. S. BURKE | 125,000 | 226,250 | 33,105 | 384,355 | | T. COLBERT | 125,000 | 200,000 | 12,107 | 337,107 | | J. C. COLLINS, JR. | 125,000 | 200,000 | 3,453 | 328,453 | | T. K. CREWS | 125,000 | 237,500 | 88,921 | 451,421 | | E. DE BRABANDER(4) | 82,418 | 131,869 | 681 | 214,968 | | D. E. FELSINGER(4) | 84,918 | 60,000 | 135,377 | 280,295 | | S. F. HARRISON | 125,000 | 220,000 | 38,592 | 383,592 | | P. J. MOORE | 125,000 | 220,000 | 150,912 | 495,912 | | F. J. SANCHEZ(4) | 81,181 | 50,000 | 8,959 | 140,140 | | D. A. SANDLER | 125,000 | 200,000 | 43,491 | 368,491 | | L. Z. SCHLITZ | 125,000 | 200,000 | 25,724 | 350,724 | | K. R. WESTBROOK | 125,000 | 225,000 | 78,053 | 428,053 |

  47. Director Compensation

    | (1) As described above, up to $125,000 of the annual retainer may be paid in cash or in stock units, or a combination of both, at the director’s election. The remainder of the retainer and any stipends are paid in stock units. All compensation paid in stock units is reported in the “Stock Awards” column. |

  48. Director Compensation

    | | CORPORATE GOVERNANCE — Director Compensation |

  49. Director Compensation

    | (2) The amounts set forth in this column represent the grant date fair value of stock units paid to each of the listed directors computed in accordance with the provisions of FASB ASC Topic 718. Each of the listed directors is a non-employee director and the fair value of services provided by each director has been used to calculate the number of stock units credited to each director by dividing the quarterly fair value of the services provided by the fair market value of a share of our Company’s common stock on the last business day of the quarter. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. The aggregate number of stock units credited to the account of each non-employee director (or in the cases of Mr. Felsinger and Mr. Sanchez, former directors) as of December 31, 2023 (including mandatory stock unit grants, voluntary elections to receive stock units, and the deemed reinvestment of dividends) was as follows: |

  50. Director Compensation

    | Name | Number of Stock Units at 12/31/23 | | M. S. Burke | 19,804 | | T. Colbert | 7,818 | | J. C. Collins, Jr. | 2,938 | | T. K. Crews | 51,322 | | E. de Brabander | 1,095 | | D. E. Felsinger | 67,752 | | S. F. Harrison | 22,851 | | P. J. Moore | 83,367 | | F. J. Sanchez | — | | D. A. Sandler | 25,515 | | L. Z. Schlitz | 15,496 | | K. R. Westbrook | 45,127 |

  51. Director Compensation

    | (3) The amounts in this column consist of: (i) for all directors, the dividend equivalent amounts paid in stock units in 2023 on stock awards; and (ii) for Messrs. Felsinger and Moore, $5,000 in charitable gifts pursuant to the Company’s matching charitable gift program which is available to substantially all employees and non-employee directors. |

  52. Director Compensation

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

  53. Vincent F. Macciocchi

    Vincent F. Macciocchi Former Senior Vice President and President, Nutrition, and Chief Sales and Marketing Officer*** Years with ADM: 11

  54. Vincent F. Macciocchi

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

  55. Vincent F. Macciocchi

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

  56. Vincent F. Macciocchi

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

  57. Vincent F. Macciocchi

    | | COMPENSATION DISCUSSION AND ANALYSIS — Executive Summary |

  58. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

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

  59. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

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

  60. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

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

  61. 2023 PERFORMANCE HIGHLIGHTS(1)

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

  62. 2023 PERFORMANCE HIGHLIGHTS(1)

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

  63. 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. Our LTI program rewards for sustained performance against critical performance metrics. Our executive stock ownership guidelines (discussed under “Compensation Policies and Governance—Executive Stock Ownership”), which require executives to own meaningful amounts of ADM common stock, align our executives’ interests in delivering sustainable stockholder returns.

  64. SIGNIFICANT 2023 COMPENSATION ACTIONS

    SIGNIFICANT 2023 COMPENSATION ACTIONS In 2023, our CEO received a base salary increase of 4%. One of the other NEOs received a base salary increase of 2% and another NEO received a base salary increase of 3.3%. The base salaries of the remaining NEOs were unchanged in 2023. For details, see “2023 Executive Compensation Decisions—Individual Compensation Decisions.” In 2023, the NEOs received, on average, 59% of their total target direct compensation in performance-based pay, and 74% of their total target direct compensation in equity awards. For these purposes, we consider the base salary paid in 2023, the target annual cash incentive for 2023, and the target award value of equity (the dollar amount of such awards as approved by the Compensation and Succession Committee) granted in 2023 for the 2023-2025 performance period. As in recent years, for the 2023 annual cash incentive plan, the Compensation and Succession Committee retained adjusted EBITDA and adjusted ROIC as two of the performance metrics, and also selected three specific and relevant strategic goals in order to drive accountability for important 2023 annual priorities. For details on the three strategic goals prescribed for the 2023 annual bonuses, see “2023 Executive Compensation Decisions—2023 Annual Cash Incentives.” In 2023, the Compensation and Succession Committee granted annual equity awards in the form of 60% performance share units (PSUs) and 40% time-based restricted stock units (RSUs) to the NEOs. The PSUs will vest based on ADM’s performance against specific goals over a three-year performance period that will end on December 31, 2025. The RSUs will vest one-third each year over a three-year period. For details, see “2023 Executive Compensation Decisions—Equity-Based Long-Term Incentives.” The charts below present the mix of total target direct compensation awarded to the NEOs in 2023. For Ms. Jones, the “Average Other NEOs Pay Mix” chart reflects her 2023 base salary and target annual incentive bonus on an annualized basis, and excludes her one-time make-whole replacement cash incentive and equity award.

  65. 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 hedging: We prohibit executives from engaging in hedging transactions with ADM securities. | | ✓ Aggressive stock ownership and retention requirements: Our NEOs and directors must comply with rigorous stock ownership requirements, and they may not sell any Company securities until these guidelines are satisfied. | X No gross up of excise tax payments: We do not assist executives with taxes owed as a result of their compensation. | | ✓ Compensation-related risk review: The Compensation and Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not likely to have a material adverse effect on the Company. | X No excessive executive perks: Executive perquisites are not excessive and are limited to executive physicals, certain insurance benefits, and (for the Board Chair and CEO) limited personal use of Company chartered aircraft. | | ✓ Clawback policy: The Company has a policy that provides for the recovery of incentive-based compensation from executives in the event of a financial restatement. | X No pledging: We prohibit executives from pledging ADM securities. | | ✓ Regular review of proxy advisor policies, stockholder feedback and corporate governance best practices: The Compensation and Succession Committee regularly considers the perspectives of outside authorities as they relate to our executive compensation programs. | X No employment contracts: We do not have an employment contract with any executive officer. | | ✓ Performance-based equity awards: 60% of the NEOs’ annual LTI award opportunity is delivered in PSUs that may be earned only if the Company achieves prescribed financial goals over a prospective three-year performance period. | | | ✓ Double-trigger requirement: Equity awards do not automatically vest in the event of a change in control. Instead, we impose a “double-trigger” requirement to accelerate vesting. | |

  66. How Executive Compensation is Determined

    | THE ROLE OF THE COMPENSATION AND SUCCESSION COMMITTEE | | The Compensation and Succession Committee, which is composed solely of independent directors, is responsible for establishing ADM’s compensation philosophy and developing and administering compensation policies and programs consistent with this philosophy. When making compensation decisions, the Compensation and Succession Committee considers the Company’s executive compensation objectives described below. Align executive and stockholder interests. We believe that a substantial portion of total compensation should be delivered in the form of equity in order to align the interests of our NEOs with the interests of our stockholders. Our PSU awards have a three-year performance period and vest only if certain performance goals are achieved. We protect our stockholders’ interest by including clawback provisions in long-term incentive award agreements. The current provisions provide for forfeiture of awards or the ability of the Company to recover shares received in respect of awards (or their value) if the recipient breaches certain non-competition, non-solicitation or confidentiality restrictions, engages in certain prohibited conduct, and in the case of certain types of terminations of employment. We have a separate clawback policy that provides for the recovery of all erroneously awarded incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our executive officers during the applicable lookback period, in the case of an accounting restatement. Attract and retain top executive talent. Stockholders benefit when we attract, retain, and motivate talented executives with compensation packages that are competitive and fair. As a large, global company engaged in multiple lines of business, our competition for talent—like our competition for business and investment—is broad. The Company’s compensation program for NEOs delivers a mix of salary, annual cash incentives, and long-term incentives targeted to be market-competitive. Pay-for-performance. Our executive compensation program emphasizes variable, performance-based pay. The Compensation and Succession Committee assesses executive compensation packages in the aggregate, and considers each individual component as well. Base salary is reviewed annually. Annual cash incentives are paid if, and to the extent that, specified corporate goals and individual goals are attained. Performance-based equity compensation is assessed in a similar manner and is designed to reward measurable long-term results. Internal equity. The Compensation and Succession Committee takes into account internal equity when determining the pay of the CEO and other NEOs. We provide the Committee with data on the compensation of other ADM non-executive employees in other pay grades and/or salary ranges, and the Committee reviews such data when setting CEO and other NEO pay. | | q | | THE ROLE OF THE BOARD | | The Board reviews and approves the Company’s annual and long-term business plans, which include some of the factors used to set financial and business objectives for incentive compensation. The independent directors establish and approve all performance criteria for evaluating the Board Chair and CEO, annually evaluate the performance of the Board Chair and CEO based on these criteria, and ratify his compensation. The Board also may provide input and ratification on any additional compensation-related issues at the Compensation and Succession Committee’s request. The Board conducts an annual review of the Company’s performance, which informs the calculation of performance-based incentives and decisions regarding compensation packages generally. | | q | | THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT | | For 2023, the Compensation and Succession Committee retained Meridian Compensation Partners, LLC (Meridian) as its independent executive compensation consultant. Meridian reports directly to the Compensation and Succession Committee, and provides objective and expert analyses and independent advice on executive and director compensation, and other matters in support of the Committee’s responsibilities. Each Compensation and Succession Committee meeting includes an executive session where the Committee meets privately with the independent consultant, without Company management. Outside of these sessions, the independent consultant interacts with management solely on behalf of the Compensation and Succession Committee. The Compensation and Succession Committee only retains consultants that it believes will provide independent advice. The Committee has assessed the independence of Meridian pursuant to SEC and NYSE rules, and concluded that the work Meridian has performed and is expected to perform in the future does not raise any conflict of interest. | | q | | THE ROLE OF EXECUTIVES | | Our Board Chair and CEO assists the Compensation and Succession Committee in determining compensation for the NEOs other than himself. To that end, the Board Chair and CEO assesses the performance of each of the other NEOs, both in terms of individual execution and with respect to the functions or business units they oversee. The Board Chair and CEO also recommends to the Compensation and Succession Committee, but does not vote on, annual base salary adjustments, individual and group performance factors, and short- and long-term incentive award target levels for the other NEOs. The Company’s Senior Vice President and Chief People Officer (CPO) oversees all employee compensation with the oversight and direction of the Compensation and Succession Committee. The CPO prepares most of the materials for the Compensation and Succession Committee meetings and provides analyses that assist the Committee with its decisions, such as summaries of competitive market practices, summaries of the Company’s succession management, and reports regarding the Company’s performance. In addition, throughout the year, the CPO facilitates meetings with management to help the Compensation and Succession Committee gain a better understanding of Company performance, and ensures that the Committee receives a rigorous assessment of year-to-date performance at each of its meetings. The Company’s executives, including the Board Chair and CEO, leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to remain by the Compensation and Succession Committee. |

  67. 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 of the S&P 100 Index in order to capture a wide spectrum of compensation levels. In addition, the Compensation and Succession Committee considers Company-wide internal equity when determining pay packages for the NEOs. The following chart summarizes the direct compensation components and associated objectives of our fixed and performance-based pay for executives in 2023. Although the Compensation and Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, the Company places greater emphasis on variable pay for executives with more significant responsibilities because they have a greater capacity to affect the Company’s performance and results.

  68. Components of 2023 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, Strategic Goals focused on Productivity, 1ADM, and Innovation, and Individual Performance Factor | | LONG-TERM INCENTIVE AWARDS | Long-Term | Performance Share Units (PSUs) 60% | Align long-term performance with interests of stockholders and retain executive talent | Achievement of key drivers of Company performance and stockholder value as evidenced by average Adjusted ROIC, cumulative Adjusted Earnings per Share, and an ESG modifier that is based on results in two ESG areas | | | Long-Term | Restricted Stock Units (RSUs) 40% | Align NEOs’ interests with stockholders’ interests, retain executive talent, and promote stock ownership | RSUs are granted pursuant to the Company’s long-term equity plan and vest one-third each year beginning on the first anniversary of the grant date |

  69. 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 performance metrics are directly tied to driving stockholder value creation: we require meaningful results for annual metrics before any awards may be earned. The 2023 annual cash incentive program was based on two key measures of financial performance—adjusted EBITDA and adjusted ROIC— with final awards also reflecting the Compensation and Succession Committee’s approval of performance results related to the three strategic Company goals set forth in the table above, as well as individual performance. Cash incentive awards for 2023 were paid in the first quarter of 2024.

  70. ANNUAL CASH INCENTIVE

    | | COMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Compensation Decisions |

  71. LTI AWARDS

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

  72. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Increased from $1,435,008 to $1,492,500 200% of base salary, or $2,985,000 $3,609,611, or approximately 242% of base salary $17,700,000, granted in the form of 60% PSUs and 40% RSUs |

  73. INDIVIDUAL COMPENSATION DECISIONS

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

  74. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Increased from $750,000 to $775,008 100% of base salary, or $775,000 As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination on Mr. Luthar’s annual cash incentive since he remained on administrative leave $3,450,000, granted in the form of 60% PSUs and 40% RSUs |

  75. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Replacement cash incentive Long-term incentives | Hired at $725,004 100% of prorated base salary, which was $241,668 for portion of 2023 she was employed $292,237, or approximately 121% of prorated base salary One-time sign-on replacement cash incentive payment of $630,000, paid in March 2024 $2,300,000, granted in the form of 60% PSUs and 40% RSUs; one-time sign-on replacement award of $3,320,000 granted in the form of RSUs |

  76. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Unchanged at $714,000 100% of base salary, or $714,000 $863,405, or approximately 121% of base salary $3,200,000, granted in the form of 60% PSUs and 40% RSUs |

  77. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Increased from $650,004 to $663,000 100% of base salary, or $663,000 $801,733, or approximately 121% of base salary $3,100,000, granted in the form of 60% PSUs and 40% RSUs |

  78. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Unchanged at $714,000 100% of base salary, or $714,000 $684,905, or approximately 96% of base salary $3,200,000, granted in the form of 60% PSUs and 40% RSUs |

  79. 2023 ANNUAL CASH INCENTIVE

    2023 ANNUAL CASH INCENTIVE The annual cash incentive program aligns rewards with business results measured against specific strategic goals. At the start of each fiscal year, the Compensation and Succession Committee approves target annual cash incentive levels, expressed as a percentage of salary, for each NEO. Actual awards paid are based on both Company performance (75% weight) and individual performance (25% weight). Payouts can range from 0% to a maximum of 200% depending on both Company and individual performance.

  80. Adjusted EBITDA

    Adjusted EBITDA Adjusted EBITDA has an aggregate weighting of 50% under our 2023 annual cash incentive program. The Company sets the EBITDA target based upon the Company plan for the year, which also considers the external environment. The adjusted EBITDA goals and associated payout opportunity levels are shown below. Payout opportunity levels are interpolated for results that fall between specific goal amounts.

  81. Adjusted EBITDA

    | Adjusted EBITDA Achieved | Payout Opportunity | | $7.1B & Above | 200% | | $6.8B | 150% | | $6.6B | 125% | | $5.85B (Plan Adjusted EBITDA) | 100% | | $5.333B | 75% | | $4.917B | 50% | | $4.5B | 25% | | $4.49B & Below | 0% |

  82. Strategic Goals

    Strategic Goals Our strategic goals have an aggregate weighting of 25% under our 2023 annual cash incentive program as follows: Productivity. This metric relates to optimization of throughput at our North America facilities, measured as the reduction in unscheduled downtime, while reducing serious injuries and fatalities (SIFs), with a threshold of 5% reduction, a target of 20% reduction, and a maximum of 30% reduction. (7.5% weight) 1ADM. This metric relates to the achievement of critical go-lives and related milestones for SuccessFactors and SAP related initiatives, with a threshold of achieving either the SuccessFactors 4.3B or SAP 5.2 Flavors EMEA go-live on time, a target of achieving both go-lives on time, and a maximum of achieving both go-lives and exiting hyper care on time. (7.5% weight) Innovation. This metric has two separate sub-goals, each weighted at 5%: (1) deliver total global regenerative agriculture acres, with a threshold of 1.5 million acres, a target of 1.75 million acres, and a maximum of 2.0 million acres, and (2) deliver on decarbonization goal for our Decatur complex by signing imperative agreements to advance strategy, with a threshold of signing agreement with Broadwing for a new heat and energy source in Decatur, IL, a target of signing agreements with both Broadwing and Tallgrass, and a maximum of signing agreements with Broadwing and Tallgrass and submitting EPA well permit applications. (10% weight) In each case, threshold performance would result in a 50% payout, target performance would result in a 100% payout, and maximum performance would result in a 200% payout for that metric.

  83. Adjusted ROIC Modifier

    | Adjusted ROIC Achieved | Multiplier | Effect of modifier on payout | | 12.0% or greater | 1.1 | 10% increase | | 10.0% (Target) | 1.0 | No change | | 8.0% or less | 0.9 | 10% decrease |

  84. 2023 Company Performance Payout Component Calculation

    2023 Company Performance Payout Component Calculation For 2023, ADM attained the results shown below, leading to an overall Company performance portion payout of 95.9% of target. Our 2023 adjusted EBITDA of $6.207 billion represented 111.9% of our goal. Applying the weighting of adjusted EBITDA of 50% of the total annual cash incentive payout, this factor achieved a payout of 55.9%.

  85. 2023 Company Performance Payout Component Calculation

    | | COMPENSATION DISCUSSION AND ANALYSIS — Individual Performance Components |

  86. 2023 Company Performance Payout Component Calculation

    In addition, 31.25% was added to the Company performance portion of the payout as a result of the achievement of the strategic goals at the following levels: Further, adjusted ROIC for 2023 was 12.2%, resulting in a multiplier of 1.1.

  87. 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.

  88. The Resulting Annual Cash Incentive for Each NEO

    | Executive | Target Cash Incentive Opportunity (% of Salary) | Target Cash Incentive Opportunity | Cash Bonus Payout as a Percentage of target | Actual FY2023 Cash Award | | J. R. Luciano | 200% | $2,985,000 | 120.9% | $3,609,611 | | V. Luthar | 100% | $775,000 | * | * | | R. B. Jones | 100% | $241,668 | 120.9% | $292,237** | | G. A. Morris | 100% | $714,000 | 120.9% | $863,405 | | C. M. Cuddy | 100% | $663,000 | 120.9% | $801,733 | | V. F. Macciocchi | 100% | $714,000 | 95.9% | $684,905 |

  89. The Resulting Annual Cash Incentive for Each NEO

    | * As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination regarding any payment to Mr. Luthar related to his 2023 annual cash incentive award since he remained on administrative leave. |

  90. The Resulting Annual Cash Incentive for Each NEO

    | ** Ms. Jones received a prorated cash incentive award based on her start date of September 5, 2023. Her cash bonus payout percentage was applied to her prorated base salary for 2023. |

  91. One-Time Bonus Approval

    One-Time Bonus Approval In addition, as described above, in connection with Ms. Jones’ appointment, the Compensation and Succession Committee approved a one-time sign-on bonus of $630,000, payable in March 2024, intended to replace the prorated annual cash incentive that Ms. Jones forfeited from her prior employer to join the Company.

  92. One-Time Bonus Approval

    | | COMPENSATION DISCUSSION AND ANALYSIS — Equity-Based Long-Term Incentives |

  93. 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 2023, we granted our annual LTI awards in February (or for Ms. Jones, in September) in the form of 60% performance share units (PSUs) with a three-year performance period, which PSUs will vest at the end of the three-year period only if certain performance goals are achieved, and 40% restricted stock units (RSUs) with a one-third ratable vesting schedule on each of the first three anniversaries of the date of grant. We believe this forward-looking LTI program aligns our equity compensation with market practice and strengthens our executives’ focus on growth and future value creation for stockholders. The 2023 grants, including the sign-on equity award to Ms. Jones, in the target amounts approved by the Compensation and Succession Committee are shown below. The listed values represent the dollar amount of such awards, at target, as approved by the Compensation and Succession Committee. These amounts differ from the grant date fair values of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table due to the valuation methodology the Compensation and Succession Committee uses in making its decisions differing from the valuation methodology required by the SEC for the compensation tables.

  94. EQUITY-BASED LONG-TERM INCENTIVES

    | Executive | Target Equity Award | | J. R. Luciano | $17,700,000 | | V. Luthar | $3,450,000 | | R. B. Jones | $5,620,000(1) | | G. A. Morris | $3,200,000 | | C. M. Cuddy | $3,100,000 | | V. F. Macciocchi | $3,200,000 |

  95. EQUITY-BASED LONG-TERM INCENTIVES

    | (1) The target equity award value for Ms. Jones consists of (a) an equity award with an approximate grant date value of $2,300,000, granted in the form of 60% PSUs with the same terms as the Company’s annual 2023 PSU awards for the other executive officers, and 40% RSUs, vesting one-third each year over a three-year period following the September 5, 2023 grant date; and (b) a one-time sign-on equity award with an approximate grant date value of $3,320,000 granted in the form of RSUs, vesting 50% each year on the first and second anniversaries of the September 5, 2023 grant date, intended to replace the value of unvested equity awards that Ms. Jones forfeited from her prior employer to join the Company. |

  96. EQUITY-BASED LONG-TERM INCENTIVES

    The terms of these equity awards are described below.

  97. PSU Vesting

    PSU Vesting Except in cases that trigger accelerated vesting (described below), the 2023 PSUs will vest in three years upon the Compensation and Succession Committee’s determination of the Company’s achievements, if any, against certain performance goals over a three-year performance period (2023–2025). Payouts can range from 0% to 200%, and the value of those payouts will depend upon the price of ADM’s common stock at the end of the performance period. During the performance period, dividend equivalents will be accrued and settled in cash at the end of the three-year performance period on the basis of number of PSUs actually earned. Vested PSUs will be settled in shares of ADM common stock.

  98. PSU Performance Metrics

    PSU Performance Metrics The performance metrics for the 2023 PSU awards are:

  99. PSU Performance Metrics

    | • | Average adjusted ROIC over the three-year performance period(4) (50% weight), |

  100. PSU Performance Metrics

    | • | Cumulative adjusted earnings per share (“adjusted EPS”) performance over the three-year performance period(5) (50% weight), and |

  101. PSU Performance Metrics

    | (4) Average adjusted ROIC for the performance period means the average of the annual percentage obtained by dividing the Adjusted ROIC earnings for each fiscal year during the performance period by Adjusted Invested Capital for the same fiscal year. For this purpose, Adjusted Invested Capital is the average of quarter-end amounts for the trailing four quarters, with each such quarter-end amount being equal to the sum of ADM’s stockholders’ equity (excluding non-controlling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified adjustments as determined by the Compensation and Succession Committee to be appropriate. |

  102. PSU Performance Metrics

    | (5) Cumulative adjusted EPS for the performance period means the diluted earnings per share of the Company over the three-year performance period, as adjusted for losses/gains on sales of assets and businesses, impairment, restructuring and settlement charges, expenses related to acquisitions, gains/losses on debt extinguishment, losses/ gains on debt conversion option, tax adjustments, and such other adjustments determined by the Compensation and Succession Committee, in its sole discretion, to be appropriate in order to reflect the impact of significant unusual or nonrecurring events, including but not limited to material portfolio adjustments. |

  103. PSU Performance Metrics

    | | COMPENSATION DISCUSSION AND ANALYSIS — Equity-Based Long-Term Incentives |

  104. PSU Performance Metrics

    | • | A two-goal ESG modifier that reflects (1) progress toward gender diversity in leadership, and (2) absolute reduction in greenhouse gas emissions over the three-year performance period (+/-15%). |

  105. 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, sustainable results with an emphasis on growth and driving consistent returns of our capital investments over time. The Committee selected adjusted EPS as a performance metric for the 2023 PSU awards because adjusted EPS is one of the primary bases on which we set performance expectations for the year, it is consistent with how we report our operating results to the investment community, it is a widely-used measure of overall Company performance, and the Committee believes it is highly correlated to stockholder return. The goals and associated payouts for these metrics are shown below. If results for average adjusted ROIC and adjusted EPS fall between specific goals, the associated payout will be determined by linear interpolation.

  106. PSU Performance Metrics

    | Performance metric | Weighting | No payout | 50% payout | 100% payout | 150% payout | 200% payout | | Average Adjusted ROIC | 50% | Below 7.0% | 8.5% | 10.0% | 11.0% | 12.0% or above | | Cumulative Adjusted EPS | 50% | Below $12.00 | $15.00 | $18.00 | $20.00 | $22.00 | | ESG Modifier | +/-15% | +/- 7.5% modifier based on percent of women in leadership roles (“gender diversity percentage”) at 12/31/25 (with linear interpolation applied) -7.5% if gender diversity percentage is 23% or less 0% if gender diversity percentage is 26% +7.5% if gender diversity percentage is 29% or more +/- 7.5% modifier based on level of achievement as it relates to a goal of 2.0% absolute reduction in greenhouse gas emissions during 2025 against 2019 Adjustment factor will be made based on Committee discretion | | | | |

  107. 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.

  108. RSU Vesting

    RSU Vesting Except in cases that trigger accelerated vesting (described below), RSUs vest one-third each year over a three-year period beginning on the first anniversary of the grant date so long as the recipient is still employed by the Company on each such vesting date. During the vesting period, participants are paid dividend equivalents on their unvested RSUs. Vested RSUs will be settled in shares of ADM common stock. RSUs and PSUs will continue to vest as scheduled if an executive leaves the Company because of disability or retirement (at age 55 or older with 10 or more years of service, or 65 years of age).

  109. Conditions Leading to Accelerated Vesting

    | | COMPENSATION DISCUSSION AND ANALYSIS — Equity-Based Long-Term Incentives |

  110. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    Equity Awards Granted in 2021 with a Performance Period that Ended in 2023 In 2021, ADM granted PSUs to our then-NEOs with a three-year performance period (2021-2023). The performance metrics for the 2021 PSU awards were:

  111. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | • | Average adjusted ROIC(6) over the three-year performance period, |

  112. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | • | Compound annual growth rate (“CAGR”) of Nutrition operating profit (“OP”) growth(7) over the three-year performance period, and |

  113. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

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

  114. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    The defined peer group includes: Symrise AG, International Flavors & Fragrances, Inc., Olam International Limited, Bunge Limited, Ingredion Incorporated, The Andersons, Inc., and Green Plains, Inc. The weighting, goals, and associated payout factors for these metrics are shown below. For average adjusted ROIC and CAGR of Nutrition OP growth, if results fall between specific goals, the associated payout would be determined by linear interpolation.

  115. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

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

  116. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    On March 18, 2024, the Compensation and Succession Committee determined the degree to which the performance metrics under the 2021 PSUs were attained, and the resulting payout level relative to the target amount for each metric. For the performance period of 2021-2023:

  117. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | • | Average adjusted ROIC was 12.0%, and therefore the resulting payout factor was 200%, |

  118. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | • | CAGR of Nutrition operating profit growth was negative 8.5%, and therefore the resulting payout factor was 0%, and |

  119. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | • | Relative TSR modifier was at a 3rd rank, yielding a 1.033 multiple. |

  120. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    After thorough discussion and deliberation by the Compensation and Succession Committee, it approved an earned number of PSUs for each participant (other than Mr. Luthar) at 100% of target, which was based on the weighted performance results of the average adjusted ROIC metric and the CAGR of Nutrition operating profit growth metric. The Compensation and Succession Committee chose to exercise negative discretion and exclude the impact of the relative TSR modifier (noted above as 1.033) on the actual number of PSUs earned.

  121. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | (6) Average adjusted ROIC for the performance period means the average of the annual percentage obtained by dividing the Adjusted ROIC earnings for each fiscal year during the performance period by Adjusted Invested Capital for the same fiscal year. For this purpose, Adjusted Invested Capital is the average of quarter-end amounts for the trailing four quarters, with each such quarter-end amount being equal to the sum of ADM’s stockholders’ equity (excluding non-controlling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified adjustments as determined by the Compensation and Succession Committee to be appropriate. See Annex A to this Proxy Statement for the calculation and a reconciliation to the most directly comparable GAAP financial measure. |

  122. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | (7) CAGR of Nutrition OP growth for the performance period means the difference between (x) the Company’s annual Nutrition adjusted segment operating profit, as reflected in the Company’s earnings disclosures in its fourth quarter press release for the fiscal year ending December 31, 2023 and (y) the Company’s Nutrition adjusted segment 2020 operating profit. Average Compound Annual Growth Rate means dividing the value of the Company’s Nutrition adjusted segment operating profit at the end of the Performance Period (December 31, 2023) by the Company’s Nutrition adjusted segment 2020 operating profit, raising the result to an exponent of one divided by the number of years in the Performance Period, and subtracting one from the subsequent result. Average Compound Annual Growth Rate shall be approved by the Committee after the end of the Performance Period, at which time the Committee may, in its discretion, provided that one or more Material Portfolio Adjustments may be made to the same. |

  123. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | | COMPENSATION DISCUSSION AND ANALYSIS — Equity-Based Long-Term Incentives |

  124. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    Based on these determinations, the Compensation and Succession Committee approved the following number of PSUs earned for each NEO pursuant to the 2021 PSUs:

  125. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | Executive | Target Number of 2021 PSUs | Actual Number of 2021 PSUs Earned | | J. R. Luciano | 146,342 | 146,342 | | V. Luthar | 7,318 | * | | R. B. Jones** | — | — | | G. A. Morris | 29,269 | 29,269 | | C. M. Cuddy | 29,269 | 29,269 | | V. F. Macciocchi | 29,269 | 29,269 |

  126. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | * As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination related to the 2021 PSUs for Mr. Luthar since he remained on administrative leave. |

  127. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    | ** Ms. Jones was hired in 2023 and, therefore, did not receive a 2021 PSU award. |

  128. Equity Awards Granted in 2021 with a Performance Period that Ended in 2023

    All of the earned PSUs shown in the table above vested on March 18, 2024.

  129. Features of the 2024 Annual Cash Incentive Bonus

    Features of the 2024 Annual Cash Incentive Bonus

  130. Features of the 2024 Annual Cash Incentive Bonus

    | • | Removed strategic goals from the plan and increased the weight for the adjusted EBITDA metric from 50% to 75%. |

  131. Features of the 2024 Annual Cash Incentive Bonus

    | • | Retained the +/- 10% ROIC modifier for continued focus on returns. |

  132. Features of the 2024 PSU Awards

    Features of the 2024 PSU Awards

  133. Features of the 2024 PSU Awards

    | • | Retained the weightings of the average ROIC metric at 50% and the cumulative adjusted EPS metric at 50%. |

  134. Features of the 2024 PSU Awards

    | • | Updated the +/- 15% ESG modifier with a two-goal +/- 10% Strive 35 metric: (1) completion of projects related to water use and reclamation, and (2) absolute reduction in greenhouse gas emissions over the three-year performance period. |

  135. Features of the 2024 PSU Awards

    | | COMPENSATION DISCUSSION AND ANALYSIS — Peer Group |

  136. 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. 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.

  137. Peer Group

    | Abbott Laboratories | | AbbVie Inc. | | Accenture plc | | Alphabet Inc. | | Amazon.com, Inc. | | American Airlines Group Inc. | | American Express Company | | American International Group, Inc. | | Apple Inc. | | Archer-Daniels-Midland Company | | AT&T Inc. | | Bank of America Corporation | | Berkshire Hathaway Inc. | | Best Buy Co., Inc. | | Bristol-Myers Squibb Company | | Broadcom Inc. | | Bunge Global SA | | Cardinal Health, Inc. | | Caterpillar Inc. | | Cencora, Inc. | | Centene Corporation | | Charter Communications, Inc. | | Chevron Corporation | | Chubb Limited | | Cisco Systems, Inc. | | Citigroup Inc. | | Comcast Corporation | | ConocoPhillips | | Costco Wholesale Corporation | | CVS Health Corporation | | D.R. Horton, Inc. | | Deere & Company | | Delta Air Lines, Inc. | | Dollar General Corporation |

  138. Peer Group

    | Dow Inc. | | Elevance Health, Inc. | | Exxon Mobil Corporation | | FedEx Corporation | | Ford Motor Company | | General Dynamics Corporation | | General Electric Company | | General Motors Company | | HCA Healthcare, Inc. | | Honeywell International Inc. | | HP Inc. | | Humana Inc. | | Intel Corporation | | International Business Machines Corporation | | Johnson & Johnson | | JPMorgan Chase & Co. | | Lockheed Martin Corporation | | Lowe’s Companies, Inc. | | LyondellBasell Industries N.V. | | Marathon Petroleum Corporation | | McKesson Corporation | | Merck & Co., Inc. | | Meta Platforms, Inc. | | MetLife, Inc. | | Microsoft Corporation | | Mondelez International, Inc. | | Morgan Stanley | | NIKE, Inc. | | Northrop Grumman Corporation | | NVIDIA Corporation | | Oracle Corporation | | PepsiCo, Inc. | | Pfizer Inc. | | Phillips 66 |

  139. Peer Group

    | Prudential Financial, Inc. | | QUALCOMM Incorporated | | RTX Corporation | | Starbucks Corporation | | Sysco Corporation | | Target Corporation | | Tesla, Inc. | | The Allstate Corporation | | The Boeing Company | | The Cigna Group | | The Coca-Cola Company | | The Goldman Sachs Group, Inc. | | The Home Depot, Inc. | | The Kroger Co. | | The Procter & Gamble Company | | The Progressive Corporation | | The TJX Companies, Inc. | | The Travelers Companies, Inc. | | The Walt Disney Company | | Thermo Fisher Scientific Inc. | | T-Mobile US, Inc. | | Tyson Foods, Inc. | | Uber Technologies, Inc. | | United Airlines Holdings, Inc. | | United Parcel Service, Inc. | | UnitedHealth Group Incorporated | | Valero Energy Corporation | | Verizon Communications Inc. | | Walgreens Boots Alliance, Inc. | | Walmart Inc. | | Warner Bros. Discovery, Inc. | | Wells Fargo & Company |

  140. Peer Group

    | | COMPENSATION DISCUSSION AND ANALYSIS — Benefits |

  141. CLAWBACK POLICY AND PROVISIONS

    CLAWBACK POLICY AND PROVISIONS In 2023, our Board of Directors adopted a new Compensation Recovery Policy (the “Clawback Policy”) in accordance with the listing standards of the New York Stock Exchange. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our covered current and former executive officers, including our NEOs, during the applicable lookback period beginning October 2, 2023. The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Compensation and Succession Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by New York Stock Exchange listing standards. We also include forfeiture and clawback provisions in the Company’s long-term incentive award agreements that provide us with the ability to recover this compensation for a broad range of reasons. Specifically, the agreements provide for the recoupment or forfeiture of equity incentive awards made to NEOs and certain other members of senior management if the individual is terminated for cause (which includes engaging in a broad range of prohibited conduct), and, beginning with awards granted in 2024, if the individual engages in any such prohibited conduct, even if his or her employment is not terminated. In addition, our equity award agreements incorporate non-competition, non-solicitation and confidentiality restrictions. Any violation of these provisions could be cause for the awards to be forfeited or the Company to initiate a clawback proceeding post-vesting. Our approach to recoupment of long-term incentive compensation reflects the Company’s commitment to protecting stockholder value.

  142. CLAWBACK POLICY AND PROVISIONS

    | | COMPENSATION DISCUSSION AND ANALYSIS — Employment Agreements, Severance, and Change in Control Benefits |

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

    Employment Agreements, Severance, and Change in Control Benefits

  144. 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.

  145. 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, certain change in control protections for their LTI awards. If a change in control occurs with respect to the Company and equity awards are not assumed or replaced, the RSUs held by executive officers generally will vest immediately, and the number of PSUs that will vest immediately will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. The same accelerated vesting provisions will apply if an award is assumed or replaced, but the executive officer’s employment is terminated for reasons other than for cause or good reason within 24 months of the change in control (referred to as “double-trigger” vesting). We adopted double-trigger accelerated vesting to provide our executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control of the Company. This assurance increases the value of these awards to the executives (which in turn enhances retention) and makes it easier for our executives to focus on the potential benefits of a change in control for our stockholders without conflicting concerns about their own financial situations.

  146. Summary Compensation Table

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

  147. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | J. R. LUCIANO Board Chair, CEO and President | 2023 | 1,482,918 | — | 17,919,686 | 3,609,611 | 117,551 | 1,284,902 | 24,414,668 | | | 2022 | 1,429,174 | — | 17,727,259 | 4,712,540 | — | 880,205 | 24,749,178 | | | 2021 | 1,400,004 | — | 15,939,571 | 5,320,000 | 59,843 | 789,423 | 23,508,841 | | V. LUTHAR(6) Senior Vice President and Chief Financial Officer (on administrative leave) | 2023 | 770,840 | — | 3,492,888 | — | 93,909 | 158,604 | 4,516,241 | | | 2022 | 704,798 | — | 2,411,505 | 1,231,500 | — | 90,624 | 4,438,428 | | R. B. JONES(7) Senior Vice President, General Counsel and Secretary | 2023 | 236,091 | 630,000 | 5,620,122 | 292,237 | 7,047 | 248,340 | 7,033,837 | | G. A. MORRIS Senior Vice President and President, Agricultural Services and Oilseeds | 2023 | 714,000 | — | 3,239,765 | 863,405 | 214,426 | 241,841 | 5,273,437 | | | 2022 | 711,668 | — | 3,223,194 | 1,172,388 | — | 204,083 | 5,311,334 | | | 2021 | 695,840 | — | 3,187,979 | 1,330,000 | — | 203,404 | 5,417,223 | | C. M. CUDDY(8) Senior Vice President and President, Carbohydrate Solutions | 2023 | 660,834 | — | 3,138,499 | 801,733 | 171,259 | 237,598 | 5,009,923 | | | 2022 | 650,004 | — | 3,223,194 | 1,067,300 | — | 177,288 | 5,117,787 | | V. F. MACCIOCCHI(9) Former Senior Vice President, President, Nutrition, and Chief Sales and Marketing Officer | 2023 | 714,000 | — | 3,239,765 | 684,905 | 51,734 | 218,435 | 4,908,839 | | | 2022 | 711,668 | — | 5,245,225 | 1,100,988 | — | 196,351 | 7,254,232 | | | 2021 | 695,840 | — | 3,187,979 | 1,295,000 | 24,191 | 206,514 | 5,409,524 |

  148. Summary Compensation Table

    | (1) The amount reported in this column represents a one-time sign-on bonus for Ms. Jones, intended to replace the prorated 2023 annual cash incentive that she forfeited from her prior employer to join the Company, which amount was paid in early 2024. |

  149. Summary Compensation Table

    | (2) Stock awards in 2023 consisted of RSU awards and PSU awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2023, 2022, and 2021 and of the target level of the PSU awards for fiscal years 2023, 2022 and 2021. We calculated these amounts in accordance with the provisions of |

  150. Summary Compensation Table

    | | EXECUTIVE COMPENSATION — Summary Compensation Table |

  151. Summary Compensation Table

    | FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of the 2023 RSUs and the grant date fair value of the 2023 PSUs if target performance and maximum performance is achieved are as follows: |

  152. Summary Compensation Table

    | | | PSUs | | | Name | RSUs | Target | Maximum | | J. R. Luciano | $7,167,907 | $10,751,779 | $21,503,558 | | V. Luthar | $1,397,155 | $2,095,733 | $4,191,466 | | R. B. Jones | $4,240,116 | $1,380,006 | $2,760,012 | | G. A. Morris | $1,295,890 | $1,943,875 | $3,887,750 | | C. M. Cuddy | $1,255,416 | $1,883,083 | $3,766,166 | | V. F. Macciocchi | $1,295,890 | $1,943,875 | $3,887,750 |

  153. Summary Compensation Table

    | (3) The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid after the close of the applicable fiscal period. As of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination regarding any payment to Mr. Luthar related to his 2023 annual cash incentive as he remained on administrative leave. |

  154. Summary Compensation Table

    | (4) The amounts reported in this column for 2023 represent the aggregate change in actuarial present value of each named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2022 to December 31, 2023, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. No NEO received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2023 were an interest rate of 4.96% for the ADM Retirement Plan, an interest rate of 4.84% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021. The assumptions used to value pension liabilities on December 31, 2022 were an interest rate of 5.14% for the ADM Retirement Plan, an interest rate of 5.02% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021. |

  155. Summary Compensation Table

    | (5) The amounts reported in this column for 2023 include costs for use of company-leased aircraft and spousal travel, relocation stipend, value of company-provided life insurance, imputed value of company-provided life insurance, the value of health insurance company-paid premiums, costs for executive healthcare services, dividend equivalents paid on unvested RSUs, accrued dividends for unvested 2023 PSUs (dividends were credited starting with the 2023 PSUs), company contributions under the 401(k) and ESOP, and charitable gifts pursuant to the Company’s matching charitable gift program. In 2023, we began making personal financial planning services available to our executive officers, but because such services are provided by the provider of other services to the Company, and such provider does not charge any additional amounts for the individual financial planning services to our executive officers, there is no incremental cost to the Company for such services. Specific perquisites and other items applicable to each NEO listed are identified below by an “X”. Where a perquisite exceeded $10,000 for an individual, the dollar amount is given. |

  156. Summary Compensation Table

    | Name | Personal Aircraft Use and Spousal Travel ($) | Relocation Stipend ($) | Imputed Income | Health Insurance Company Paid Premiums & Company- Provided Life Insurance ($) | Executive Healthcare Services | Dividend Equivalents Paid on Unvested RSUs and Accrued on Unvested 2023 PSUs ($) | Matching Charitable Gifts | 401(k) Company Contributions ($) | | | J. R. Luciano | 340,716 | — | X | 15,714 | X | | 902,498 | X | 16,500 | | V. Luthar | — | — | X | 21,595 | X | | 114,847 | X | 16,500 | | R. B. Jones | — | 200,000 | X | X | — | | 32,062 | — | 8,633 | | G. A. Morris | — | — | X | 21,510 | X | | 175,149 | 25,000 | 16,500 | | C. M. Cuddy | — | — | X | 13,801 | X | | 167,672 | 36,116 | 16,500 | | V. F. Macciocchi | — | — | X | 21,510 | X | | 175,149 | — | 16,500 |

  157. 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, 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.

  158. Summary Compensation Table

    | (6) Mr. Luthar was appointed Senior Vice President and Chief Financial Officer on April 7, 2022. As permitted by SEC rules, because 2022 was Mr. Luthar’s first year as an NEO, the compensation paid to him prior to 2022 is not included in this table. |

  159. Summary Compensation Table

    | (7) Ms. Jones joined the Company as Senior Vice President, General Counsel and Secretary on September 5, 2023. |

  160. Summary Compensation Table

    | (8) Mr. Cuddy was not an NEO in 2021. |

  161. Summary Compensation Table

    | (9) Mr. Macciocchi was no longer an executive officer of the Company as of November 13, 2023, but remained employed by the Company in a transition support role until his retirement from the Company on December 31, 2023. |

  162. Summary Compensation Table

    | | EXECUTIVE COMPENSATION — Grants of Plan-Based Awards During Fiscal Year 2023 |

  163. Grants of Plan-based Awards During Fiscal Year 2023

    Grants of Plan-based Awards During Fiscal Year 2023 The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2023.

  164. Grants of Plan-based Awards During Fiscal Year 2023

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. R. LUCIANO | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 746,250 | 2,985,000 | 5,970,000 | | | | | | | Performance Share Unit Award | 2/09/23 | 1/25/23 | | | | — | 131,762 | 263,524 | | 10,751,779 | | Restricted Stock Unit Award | 2/09/23 | 1/25/23 | | | | | | | 87,842 | 7,167,907 | | V. LUTHAR | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 193,750 | 775,000 | 1,550,000 | | | | | | | Performance Share Unit Award | 2/09/23 | 1/25/23 | | | | — | 25,683 | 51,366 | | 2,095,733 | | Restricted Stock Unit Award | 2/09/23 | 1/25/23 | | | | | | | 17,122 | 1,397,155 | | R. B. JONES | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 60,417 | 241,668 | 483,336 | | | | | | | Performance Share Unit Award | 09/05/23 | 8/09/23 | | | | — | 17,495 | 34,990 | | 1,380,006 | | Restricted Stock Unit Award | 09/05/23 | 8/09/23 | | | | | | | 53,754 | 4,240,116 | | G. A. MORRIS | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 178,500 | 714,000 | 1,428,000 | | | | | | | Performance Share Unit Award | 2/09/23 | 1/25/23 | | | | — | 23,822 | 47,644 | | 1,943,875 | | Restricted Stock Unit Award | 2/09/23 | 1/25/23 | | | | | | | 15,881 | 1,295,890 | | C. M. CUDDY | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 165,750 | 663,000 | 1,326,000 | | | | | | | Performance Share Unit Award | 2/09/23 | 1/25/23 | | | | — | 23,077 | 46,154 | | 1,883,083 | | Restricted Stock Unit Award | 2/09/23 | 1/25/23 | | | | | | | 15,385 | 1,255,416 | | V. F. MACCIOCCHI | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 178,500 | 714,000 | 1,428,000 | | | | | | | Performance Share Unit Award | 2/09/23 | 1/25/23 | | | | — | 23,822 | 47,644 | | 1,943,875 | | Restricted Stock Unit Award | 2/09/23 | 1/25/23 | | | | | | | 15,881 | 1,295,890 |

  165. Grants of Plan-based Awards During Fiscal Year 2023

    | (1) The grant date fair value is generally the amount the Company would expense in its financial statements over the award’s service period under FASB ASC Topic 718. With respect to the PSUs, the value represents the probable outcome of the performance condition using target payout levels. See footnote (2) to the Summary Compensation Table for additional detail. |

  166. Grants of Plan-based Awards During Fiscal Year 2023

    | | EXECUTIVE COMPENSATION — Grants of Plan-based Awards During Fiscal Year 2023 |

  167. Grants of Plan-based Awards During Fiscal Year 2023

    All of the equity awards in the table above were granted under our 2020 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis—2023 Executive Compensation Decisions—2023 Annual Cash Incentives” for more information about our annual cash incentive plan. The PSU awards shown in the column designated “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table above vest in three years if the Company achieves certain performance goals over a three-year performance period (2023—2025). The 2023 PSU metrics are: (i) the degree to which the Company achieves specified average adjusted ROIC goals over the 2023—2025 performance period (50% weighting), and (ii) the degree to which the Company achieves cumulative adjusted EPS over the 2023—2025 performance period (50% weighting). The number of 2023 PSUs that may be earned following the application of such performance goals against actual performance will be subject to a two-goal ESG modifier of up to +/-15%. During the performance period, dividend equivalents will be accrued and settled in cash at the end of the three-year performance period on the basis of number of PSUs actually earned. Dividend equivalents on PSUs are paid at the same rate as dividends to our stockholders generally. All of the awards shown in the “All Other Stock Awards” column in the table above are RSUs awards and vest in thirds on each of the first three anniversaries of the date of grant, other than 42,090 of the RSUs for Ms. Jones, which vest 50% on each of the first two anniversaries of the date of grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally. The 2023 RSU and PSU awards are subject to double-trigger accelerated vesting and payout upon a change in control only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume, or replace the awards. In such instance the 2023 RSU awards will vest in full immediately, and the number of 2023 PSU awards that vest will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full, and the PSU awards will vest at target. If an award recipient’s employment ends as a result of disability, the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends as a result of retirement, the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends for any other reason, unvested RSU and PSU awards will be forfeited. With respect to each of the RSU and PSU awards described above, if an award recipient’s employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation or confidentiality restriction, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued. The impact of a termination of employment or change in control of our Company on RSU, PSU and PRSU awards held by our named executive officers is quantified in the “Termination of Employment and Change in Control Arrangements” section below.

  168. Grants of Plan-based Awards During Fiscal Year 2023

    | | EXECUTIVE COMPENSATION — Outstanding Equity Awards at Fiscal Year 2023 Year-End |

  169. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    Outstanding Equity Awards at Fiscal Year 2023 Year-End The following table summarizes information regarding unexercised stock options, unvested RSUs, and unearned PSUs and PRSUs for the named executive officers as of December 31, 2023.

  170. Outstanding Equity Awards at Fiscal Year 2023 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 | 581,099 | — | 33.18 | 2-11-2026 | | | | | | | 2-12-2015 | 324,821 | — | 46.92 | 2-12-2025 | | | | | | | | | | | | 325,940 | 23,539,387 | 269,396 | 19,455,779 | | V. LUTHAR | 2-11-2016 | 28,366 | — | 33.18 | 2-11-2026 | | | | | | | | | | | | 35,354 | 2,553,266 | 49,372 | 3,565,646 | | R. B. JONES | — | — | — | — | — | 53,754 | 3,882,114 | 17,495 | 1,263,489 | | G.A. MORRIS | — | — | — | — | — | 61,833 | 4,465,579 | 48,847 | 3,527,730 | | C. M. CUDDY | — | — | — | — | — | 61,337 | 4,429,758 | 48,102 | 3,473,926 | | V. F. MACCIOCCHI | — | — | — | — | — | 61,833 | 4,465,579 | 75,012 | 5,417,367 |

  171. Outstanding Equity Awards at Fiscal Year 2023 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. |

  172. Outstanding Equity Awards at Fiscal Year 2023 Year-End

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

  173. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | | Restricted Stock Units Vesting On: | | | | | | | | | | Name | 2/9/24 | 2/11/24 | 9/5/24 | 2/9/25 | 2/10/25 | 4/11/25 | 9/5/25 | 2/9/26 | 9/5/26 | | J. R. Luciano | 29,867 | 146,342 | — | 28,988 | 91,756 | — | — | 28,987 | — | | V. Luthar | 5,822 | 7,318 | — | 5,650 | 4,171 | 6,743 | — | 5,650 | — | | R. B. Jones | — | — | 25,011 | — | — | — | 24,894 | — | 3,849 | | G. A. Morris | 5,400 | 29,269 | — | 5,241 | 16,683 | — | — | 5,240 | — | | C. M. Cuddy | 5,231 | 29,269 | — | 5,077 | 16,683 | — | — | 5,077 | — | | V. F. Macciocchi | 5,400 | 29,269 | — | 5,241 | 16,683 | — | — | 5,240 | — |

  174. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | | EXECUTIVE COMPENSATION — Option Exercises and Stock Vested During Fiscal Year 2023 |

  175. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (3) Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 29, 2023, the last trading day of 2023, which was $72.22. |

  176. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (4) The awards reported in this column represent 2022 PSU, 2022 PRSU and 2023 PSU awards that each will vest at the end of the three-year performance period. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation and Succession Committee measuring: in the case of the 2022 PSUs and the 2023 PSUs, Adjusted ROIC, Adjusted EPS and a two-goal ESG modifier; and in the case of the PRSUs, metrics related to the Company’s Nutrition segment. The amount of PSUs and PRSUs shown is the target number of units that could be earned and paid out in shares. |

  177. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | Other than for Mr. Luthar, this table does not include the 2021 PSU awards that were earned for the 2021-2023 performance period, because those earned PSUs were not subject to an additional service-based vesting period and instead vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. The earned 2021 PSUs are reported in the “Option Exercises and Stock Vested During Fiscal Year 2023” table. For Mr. Luthar, this table does include the number of 2021 PSUs at target, since as of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination related to the 2021 PSUs for Mr. Luthar since he remained on administrative leave. |

  178. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | The PSUs and PRSUs reported in this column have the following performance periods in the following amounts, and also include the 7,318 target number of 2021 PSUs for Mr. Luthar with a 1/1/21 to 12/31/23 performance period, which have not been determined to be earned or vested as described above. |

  179. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | | Performance Share Units/PRSUs: | | | Name | Performance Period 1/1/22 to 12/31/24 | Performance Period 1/1/23 to 12/31/25 | | J. R. Luciano | 137,634 | 131,762 | | V. Luthar | 16,371 | 25,683 | | R. B. Jones | — | 17,495 | | G. A. Morris | 25,025 | 23,822 | | C. M. Cuddy | 25,025 | 23,077 | | V. F. Macciocchi | 51,190(a) | 23,822 |

  180. Outstanding Equity Awards at Fiscal Year 2023 Year-End

    | (a) Of this amount, 26,165 represent PRSUs that Mr. Macciocchi forfeited upon his retirement from the Company on December 31, 2023. All other equity awards held by Mr. Macciocchi as of December 31, 2023 continue to vest in accordance with their original vesting schedule. |

  181. Option Exercises and Stock Vested During Fiscal Year 2023

    Option Exercises and Stock Vested During Fiscal Year 2023 The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2023 and RSU and PSU awards to the named executive officers that vested during that same period.

  182. Option Exercises and Stock Vested During Fiscal Year 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired On Vesting (#)(2) | Value Realized on Vesting ($)(3) | | J. R. LUCIANO | — | — | 321,086 | 23,024,279 | | V. LUTHAR | — | — | 11,068 | 908,572 | | R. B. JONES | — | — | — | — | | G. A. MORRIS | — | — | 75,868 | 5,561,256 | | C. M. CUDDY | — | — | 64,218 | 4,604,907 | | V. F. MACCIOCCHI | — | — | 75,868 | 5,561,256 |

  183. Option Exercises and Stock Vested During Fiscal Year 2023

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

  184. Option Exercises and Stock Vested During Fiscal Year 2023

    | (2) Reflects vesting of the 2020 RSUs during 2023, and the number of 2021 PSUs that were earned for the 2021-2023 performance period and vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. For Mr. Luthar, does not include any amounts related to his 2021 PSUs, since as of the date of this Proxy Statement, the Compensation and Succession Committee had not made a determination related to his 2021 PSUs since he remained on administrative leave. |

  185. Option Exercises and Stock Vested During Fiscal Year 2023

    | (3) Represents the market value of the shares issued in settlement of 2020 RSU and 2021 PSU awards on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date, before shares were withheld for taxes. |

  186. Option Exercises and Stock Vested During Fiscal Year 2023

    | | EXECUTIVE COMPENSATION — Pension Benefits |

  187. 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, 2023.

  188. 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 | 13 | 145,350 | — | | | ADM Supplemental Retirement Plan | 13 | 502,590 | — | | V. LUTHAR | ADM Retirement Plan | 19 | 285,033 | — | | | ADM Supplemental Retirement Plan | 19 | 235,270 | — | | R. B. JONES | ADM Retirement Plan | 1 | 7,047 | — | | | ADM Supplemental Retirement Plan | 1 | 0 | — | | G. A. MORRIS | ADM Retirement Plan | 29 | 799,176 | — | | | ADM Supplemental Retirement Plan | 29 | 1,321,435 | — | | C. M. CUDDY | ADM Retirement Planı | 26 | 639,375 | — | | | ADM Supplemental Retirement Plan | 26 | 949,162 | — | | V. F. MACCIOCCHI | ADM Retirement Plan | 12 | 91,951 | — | | | ADM Supplemental Retirement Plan | 12 | 123,426 | — |

  189. 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, 2023. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our Company. |

  190. Pension Benefits

    | (2) The assumptions used to value pension liabilities as of December 31, 2023 were an interest rate of 4.96% for the ADM Retirement Plan and 4.84% for the ADM Supplemental Retirement Plan and mortality was determined under the PRI-2012 mortality table, with a white collar adjustment, projected generationally using scale MP-2021. Messrs. Luthar, Morris and Cuddy had previously participated in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Messrs. Luciano and Macciocchi had always participated in the cash balance formula under those plans. Effective 1/1/2022, all participants now earn benefits under the cash balance formula in those plans, including Ms. Jones who joined the Company in 2023. The amounts reported for Mr. Luciano, Mr. Macciocchi and Ms. Jones are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2023. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 4.94% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2023 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2023 under the Retirement and Supplemental Plans was $647,940, the total account balance for Mr. Luthar under the Retirement and Supplemental Plans was $520,303, and the total account balance for Mr. Macciocchi at December 31, 2023 under the Retirement and Supplemental Plans was $215,377, which are the amounts that would have been distributable if such individuals had terminated employment on that date. |

  191. 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 II, which is a non-qualified deferred compensation plan, for the fiscal year ended December 31, 2023.

  192. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at 12/31/23 ($) | | J. R. LUCIANO | — | — | — | — | | V. LUTHAR | — | 123,452 | — | 768,593 | | R. B. JONES | 6,042 | 178 | — | 6,220 | | G. A. MORRIS | — | — | — | — | | C. M. CUDDY | — | — | — | — | | V. F. MACCIOCCHI | — | — | — | — |

  193. Nonqualified Deferred Compensation

    We sponsor two nonqualified deferred compensation plans—the ADM Deferred Compensation Plan for Selected Management Employees I and II (referred to as “Deferred Comp Plan I” and “Deferred Comp Plan II”, respectively). Deferred Comp Plan I was frozen as to new participants and new deferrals effective January 1, 2005, and is maintained as a separate “grandfathered” plan under Section 409A of the Internal Revenue Code. Deferred Comp Plan II is structured to comply with Section 409A. Deferred Comp Plan II covers salaried employees of our Company and its affiliates whose annualized base salary is $175,000 or more. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation and Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. A participant in Deferred Comp Plan II can defer up to 75% of his or her base salary and up to 100% of his or her bonus. Earnings credits are added based upon hypothetical investment elections made by participants. A participant can elect each year when to be paid the base salary or bonus amounts deferred for that year, by electing to be paid upon a specified future date prior to separation from service or following retirement, in the form of a lump sum or in installments over a period of two to twenty years. If a participant separates from service prior to the elected payment date (or prior to qualifying for retirement), the payment will be made in a lump sum after separation from service, subject to the six month “specified employee” payment delay required by Section 409A. Withdrawals are allowed upon a showing of “hardship” by the participant in accordance with Section 409A. Small account balances of $10,000 or less are paid in a lump sum only. Deferred Comp Plan II provides for “make-whole” company credits to the extent that a participant’s election to defer under the Deferred Comp Plan II causes a loss of company contributions under the 401(k) and ESOP. No “make-whole” company credits were made on behalf of the named executive officers for fiscal year 2023. A participant with an account balance remaining under Deferred Comp Plan I continues to receive earnings credits on such account based upon hypothetical investment elections made by the participant. A participant can establish up to two “scheduled distribution accounts” that are payable upon dates specified by the participant in either a lump sum or installments over a period of two to four years. A participant also can take unscheduled withdrawals of up to 25% of the balance of his or her accounts, subject to a withdrawal penalty of 10% of the withdrawn

  194. Nonqualified Deferred Compensation

    | | EXECUTIVE COMPENSATION — Nonqualified Deferred Compensation |

  195. Nonqualified Deferred Compensation

    amount. Only one such unscheduled withdrawal is allowed in any year. Withdrawals also are allowed upon a showing of “hardship” by the participant. A participant’s account under Deferred Comp Plan I is paid following termination of employment. Payment following termination of employment is in a lump sum, except that a participant can elect to have installments paid over a period of two to 20 years if termination of employment occurs after retirement eligibility or due to disability. Deferred Comp Plan I balances are fully-vested. A participant becomes vested in his or her company credits to Deferred Comp Plan II after two years of service. Unpaid amounts at death are paid to designated beneficiaries. The hypothetical investment options available under Deferred Comp Plans I and II are determined by the Company and correspond with the investment options (other than our Company’s common stock) that are made available to participants in the qualified 401(k) and ESOP. These investment options are listed below, and the plan earnings credited to each participant’s account in these plans correspond to the earnings performance of the investment selected. Participants in the Deferred Comp Plans I and II may reallocate the amount of new deferrals and existing account balances among these investment options at any time. We do not set assets aside for the benefit of plan participants, but the Deferred Comp Plans I and II provide for full funding of all benefits upon a change in control or potential change in control, as defined in the plans. In fiscal year 2023, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:

  196. Nonqualified Deferred Compensation

    | Deemed Investment Option | Fiscal Year 2023 Cumulative Return (1/1/23 to 12/31/23) | | PIMCO Total Return Fund Institutional Class | 6.30% | | Vanguard Institutional 500 Index Trust | 26.27% | | T. Rowe Price Large-Cap Growth Fund I Class | 46.21% | | Dodge & Cox Stock Fund Class I | 17.48% | | T. Rowe Price Institutional Mid-Cap Equity Growth Fund | 20.62% | | Aristotle Small Cap Equity CIT Class B | 6.89% | | Vanguard International Growth Fund Admiral Shares | 14.81% | | ADM 401(K) Plans Stable Value Fund | 2.52% | | Vanguard Target Retirement 2020 Trust Plus | 12.56% | | Vanguard Target Retirement 2025 Trust Plus | 14.57% | | Vanguard Target Retirement 2030 Trust Plus | 16.06% | | Vanguard Target Retirement 2035 Trust Plus | 17.22% | | Vanguard Target Retirement 2040 Trust Plus | 18.40% | | Vanguard Target Retirement 2045 Trust Plus | 19.55% | | Vanguard Target Retirement 2050 Trust Plus | 20.26% | | Vanguard Target Retirement 2055 Trust Plus | 20.24% | | Vanguard Target Retirement 2060 Trust Plus | 20.24% | | Vanguard Target Retirement 2065 Trust Plus | 20.24% | | Vanguard Target Retirement 2070 Trust Plus | 20.28% | | Vanguard Target Retirement Income & Growth Trust Plus | 13.99% | | Vanguard Target Retirement Income Trust Plus | 10.72% |

  197. Nonqualified Deferred Compensation

    | | EXECUTIVE COMPENSATION — Termination of Employment and Change in Control Arrangements |

  198. Termination of Employment and Change in Control Arrangements

    | | EXECUTIVE COMPENSATION — CEO Pay Ratio |

  199. CEO Pay Ratio

    CEO Pay Ratio For our fiscal year 2023 pay ratio analysis, we determined that there has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our fiscal year 2023 pay ratio disclosure. Similarly, there has been no change in the circumstances of the median employee who we identified for our fiscal year 2022 pay ratio analysis that we reasonably believe would result in a significant change to our fiscal year 2023 pay ratio disclosure. Because there were no such changes, we are using the same median employee identified for our fiscal year 2022 pay ratio analysis. Our median employee’s annual total compensation for fiscal year 2023 was $81,467. The annual total compensation of our Board Chair and CEO for fiscal year 2023 was $24,414,668. The ratio between the Board Chair and CEO’s annual total compensation to the annual total compensation of our median employee is 300:1. With respect to our median employee, we identified and calculated the elements of the employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and also included $19,929 as the estimated value of the median employee’s 2023 employer-paid health care and basic life insurance premiums. With respect to the annual total compensation of our Board Chair and CEO, we used the amount reported in the Summary Compensation Table and also included $15,714 as the estimated value of our Board Chair and CEO’s 2023 employer-paid health care and basic life insurance premiums.

  200. SUPPLEMENTAL PAY RATIO

    SUPPLEMENTAL PAY RATIO Our global footprint drives the median pay level at ADM. Approximately 60% of our workforce is employed outside the United States. We aim to provide competitive pay and benefits for each employee’s role in every business segment and geography. To be consistent with our compensation philosophy, all global colleagues are paid based upon their local market as reviewed on an annual basis to ensure they are paid competitively. We believe this information is useful to put the SEC-required pay ratio provided above into context. In addition, as in prior years, we are also providing a supplemental pay ratio that includes our domestic employees only. We identified the median employee for purposes of the 2022 supplemental pay ratio analysis using the same methodology as the 2022 required pay ratio analysis. However, because the median employee who we identified for our 2022 supplemental pay ratio analysis is no longer employed by the Company, we are using another employee whose compensation is substantially similar to that median employee based on the compensation measure used to select the median employee for our 2022 supplemental pay ratio analysis. Applying this methodology to our employees located in the United States only (other than our Board Chair and CEO), we determined that our median employee in fiscal year 2023 had annual total compensation in the amount of $116,265. As a result, the fiscal year 2023 ratio of the total annual compensation of our Board Chair and CEO to the total annual compensation of our median employee in the United States, each as calculated above to include 2023 employer-paid health care and basic life insurance premiums, is 210:1. This supplemental pay ratio is not a substitute for the required CEO pay ratio, but we believe it is helpful in fully evaluating the ratio of our Board Chair and CEO’s annual total compensation to that of our median employee.

  201. SUPPLEMENTAL PAY RATIO

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  202. Pay Versus Performance

    Pay Versus Performance

  203. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth compensation information of our CEO (the “PEO”) and other NEOs (the “Non-PEO NEOs”), on an average basis, along with total shareholder return, net income, and ROIC performance results for our fiscal years 2023, 2022, 2021 and 2020. For additional information regarding the Company’s pay-for-performance philosophy and compensation objectives, including emphasizing multiple performance factors tied to stockholder value creation over short and long-term time horizons, refer to the Compensation Discussion and Analysis (“CD&A”).

  204. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary Compensation Table (SCT) Total For PEO 1 ($) | Compensation Actually Paid (CAP) to PEO 2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 2 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Company Selected Measure: Adjusted ROIC 4 | | | | | | | Total Shareholder Return (TSR) 3 ($) | Peer Group TSR 3 ($) | | | | 2023 | 24,414,668 | (271,382) | 5,348,455 | 1,932,743 | 72.00 | 65.40 | 3,483,000,000 | 12.2% | | 2022 | 24,749,178 | 65,662,660 | 5,891,112 | 14,567,967 | 116.10 | 24.40 | 4,340,000,000 | 13.6% | | 2021 | 23,508,841 | 60,063,855 | 6,078,204 | 15,161,710 | 54.40 | 57.20 | 2,709,000,000 | 10.0% | | 2020 | 22,749,628 | 33,167,553 | 7,169,286 | 9,758,997 | 12.50 | 21.50 | 1,772,000,000 | 7.7% |

  205. PAY VERSUS PERFORMANCE TABLE

    | (1) For each of 2023, 2022, 2021 and 2020, our PEO was J uan Luciano . For each of 2021 and 2020, the Non-PEO NEOs were Ray Young, Vincent Macciocchi, Gregory Morris, and Joseph Taets. For 2022, the Non-PEO NEOs included the same NEOs as in 2021 and 2020, as well as Vikram Luthar and Christopher Cuddy. For 2023, the Non-PEO NEOs were Vikram Luthar, Regina Jones, Gregory Morris, Christopher Cuddy and Vincent Macciocchi. |

  206. PAY VERSUS PERFORMANCE TABLE

    | (2) The dollar amounts reported represent the Compensation Actually Paid (“CAP”) to Mr. Luciano and the Non-PEO NEOs in accordance with, and using the adjustments set forth in, Item 402(v) of Regulation S-K. The following adjustments related to pension plans and equity awards were made to their total compensation each year as reported in the SCT to determine the CAP: |

  207. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid |

  208. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Dividends Paid or Accrued on Unvested Shares and Stock Options ($) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Benefit Adjustments ($) | Compensation Actually Paid ($) | | 2023 | 24,414,668 | (17,919,686) | (7,597,412) | 902,498 | (117,551) | 46,100 | (271,382) | | 2022 | 24,749,178 | (17,727,259) | 57,902,844 | 689,008 | — | 48,889 | 65,662,660 | | 2021 | 23,508,841 | (15,939,571) | 51,787,958 | 718,567 | (59,843) | 47,903 | 60,063,855 | | 2020 | 22,749,628 | (15,940,148) | 25,738,557 | 692,287 | (112,853) | 40,082 | 33,167,553 |

  209. PAY VERSUS PERFORMANCE TABLE

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  210. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of Non-PEO NEOs Summary Compensation Table Total to Compensation Actually Paid |

  211. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Dividends Paid or Accrued on Unvested Shares and Stock Options ($) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Benefit Adjustments ($) | Compensation Actually Paid ($) | | 2023 | 5,348,455 | (3,746,208) | 288,332 | 132,976 | (107,675) | 16,864 | 1,932,743 | | 2022 | 5,891,112 | (3,657,711) | 12,165,647 | 143,963 | — | 24,956 | 14,567,967 | | 2021 | 6,078,204 | (3,533,337) | 12,401,366 | 184,138 | (14,810) | 46,149 | 15,161,710 | | 2020 | 7,169,286 | (4,556,257) | 7,322,254 | 179,588 | (398,558) | 42,685 | 9,758,997 |

  212. PAY VERSUS PERFORMANCE TABLE

    | (3) Our peer group for the calculation of TSR is the S&P 100, which is the industry index used to show our performance in our CD&A. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2019, including reinvestment of any dividends, and is rounded to the nearest tenth. |

  213. PAY VERSUS PERFORMANCE TABLE

    | (4) Our company selected measure, which we believe represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs for 2023 to company performance, is Adjusted ROIC. Adjusted ROIC is one of the metrics under both the 2023 annual cash incentive program and the 2023 PSUs. Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) is a non-GAAP financial measure. Annex A to this Proxy Statement provides a more detailed definition of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure. |

  214. PAY VERSUS PERFORMANCE TABLE

    | In order to calculate CAP, the following amounts were excluded from or added to the SCT total compensation: |

  215. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of the Pension and Equity Award Adjustments for the PEO’s Compensation Actually Paid |

  216. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Pension & Equity amounts reported in SCT ($) | Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) | Dividends paid or accrued on unvested shares and stock options ($) | Change in fair value related to equity awards a,b ($) | CAP ($) | | 2023 | 24,414,668 | (18,037,237) | 46,100 | 902,498 | (7,597,412) | (271,382) | | 2022 | 24,749,178 | (17,727,259) | 48,889 | 689,008 | 57,902,844 | 65,662,660 | | 2021 | 23,508,841 | (15,999,414) | 47,903 | 718,567 | 51,787,958 | 60,063,855 | | 2020 | 22,749,628 | (16,053,001) | 40,082 | 692,287 | 25,738,557 | 33,167,553 |

  217. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of the Pension and Equity Award Adjustments for the Average of Non-PEO NEO’s Compensation Actually Paid |

  218. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Pension & Equity amounts reported in SCT ($) | Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) | Dividends paid or accrued on unvested shares and stock options ($) | Change in fair value related to equity awards a,b ($) | CAP ($) | | 2023 | 5,348,455 | (3,853,883) | 16,864 | 132,976 | 288,332 | 1,932,743 | | 2022 | 5,891,112 | (3,657,711) | 24,956 | 143,963 | 12,165,647 | 14,567,967 | | 2021 | 6,078,204 | (3,548,148) | 46,149 | 184,138 | 12,401,366 | 15,161,710 | | 2020 | 7,169,286 | (4,954,815) | 42,685 | 179,588 | 7,322,254 | 9,758,997 |

  219. PAY VERSUS PERFORMANCE TABLE

    | (a) With respect to performance-based equity awards, change in fair value is based on the probable outcome of the related performance metrics. |

  220. PAY VERSUS PERFORMANCE TABLE

    | (b) The amounts deducted or added are as follows to determine the equity award adjustments for year-over-year change in fair value: |

  221. PAY VERSUS PERFORMANCE TABLE

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  222. FINANCIAL PERFORMANCE MEASURES

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  223. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  224. Compensation Actually Paid versus Company TSR and Peer Group TSR

    Compensation Actually Paid versus Company TSR and Peer Group TSR

  225. Compensation Actually Paid versus Company TSR and Peer Group TSR

    | * TSR valuations are based upon a fixed value initial investment of $100 as of December 31, 2019 for determination of both peer group and Company TSR from 2020 through 2023. |

  226. Compensation Actually Paid versus Company TSR and Peer Group TSR

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  227. Compensation Actually Paid versus Adjusted ROIC*

    Compensation Actually Paid versus Adjusted ROIC*

  228. Compensation Actually Paid versus Adjusted ROIC*

    | * Adjusted ROIC is a non-GAAP financial measure. See Annex A to this Proxy Statement for a reconciliation to the most directly comparable GAAP financial measure. |

  229. Compensation Actually Paid versus Adjusted ROIC*

    Executive Stock Ownership

  230. The Current Leadership Structure is the Most Effective for the Company

    The Current Leadership Structure is the Most Effective for the Company At present, the independent directors have unanimously determined that the Company is well-served by having both the Board Chair and Chief Executive Officer roles performed by Mr. Luciano, who provides business strategic leadership and direction for both management and the Board and who facilitates the flow of business information and communications. Having been appointed as Chief Executive Officer in January 2015, and as Chair of the Board in January 2016, Mr. Luciano possesses unparalleled knowledge of our business, products, and operations, as well as experience navigating opportunities and challenges particular to ADM. With his insight into ADM’s business, he is also able to provide strategic direction for the Board, acting together with the independent Lead Director. Mr. Crews, who has served as our independent Lead Director since May 2023, provides strong independent leadership and oversight. Mr. Crews joined our Board in 2011. His tenure allows him to have a deep understanding of the Company’s strategy, business, products, and goals. Mr. Crews is a seasoned leader having retired from Monsanto in 2009 following a 32-year tenure with the company that culminated in

  231. The Current Leadership Structure is the Most Effective for the Company

    | | PROPOSAL NO. 4 — Proposal No. 4 — Stockholder Proposal – Independent Board Chairman |

  232. The Current Leadership Structure is the Most Effective for the Company

    nearly a decade of service as its executive vice president and chief financial officer. Recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance, Mr. Crews is well-qualified to serve in the role of Lead Director. The Board believes that the current structure enhances Company performance by allowing our Chief Executive Officer to speak for and lead the Company and Board, while also providing for effective oversight and governance by an independent Board through the independent Lead Director. The high level of contact and communication between our Lead Director and our Board Chair throughout the year and the specificity contained in the Lead Director’s responsibilities also serve to enhance effective Board leadership.