ADM Proxy Filing: Executive Comp & Equity Awards Detailed

TL;DR

ADM's proxy filing is out, showing exec comp details for 2023 - check out the equity awards and pension benefits!

AI Summary

Archer-Daniels-Midland Co (ADM) filed a DEFA14A on April 30, 2024, detailing executive compensation and related matters. The filing includes data for fiscal years 2021, 2022, and 2023, with specific references to pension and equity awards for both PEO and Non-PEO members. It also outlines dividend payments and adjustments related to stock options and unvested shares.

Why It Matters

This filing provides transparency into how Archer-Daniels-Midland compensates its top executives, including details on equity awards and pension benefits, which can influence investor decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) that details executive compensation and does not indicate any immediate financial distress or significant operational changes.

Key Players & Entities

• Archer-Daniels-Midland Co (company) — Filer of the DEFA14A
• ADM (company) — Abbreviation for Archer-Daniels-Midland Co
• 20240430 (date) — Filing date of the DEFA14A
• 2023-12-31 (date) — Fiscal year end for which data is presented
• 2022-12-31 (date) — Fiscal year end for which data is presented
• 2021-12-31 (date) — Fiscal year end for which data is presented

FAQ

Key Financial Figures

• $743,419 — cash incentive program in the amount of $743,419. As disclosed in the Proxy Statement, a
• $775,000 — is target cash incentive opportunity of $775,000 and which, as discussed above and in th
• $775,008 — nual base salary at the current rate of $775,008, and will be eligible to continue to pa
• $10,000 — by an "X". Where a perquisite exceeded $10,000 for an individual, the dollar amount is
• $72.22 — the last trading day of 2023, which was $72.22. (4) The awards reported in this col
• $100 — EO NEOs 2 ($) Value of Initial Fixed $100 Investment Based On: Net Income ($)

Filing Documents

• d833185ddefa14a.htm (DEFA14A) — 595KB
• g833185g03a04.jpg (GRAPHIC) — 84KB
• g833185g03a14.jpg (GRAPHIC) — 95KB
• g833185g20s60.jpg (GRAPHIC) — 3KB
• g833185g71q37.jpg (GRAPHIC) — 88KB
• 0001193125-24-125257.txt ( ) — 2224KB
• adm-20231231.xsd (EX-101.SCH) — 6KB
• adm-20231231_def.xml (EX-101.DEF) — 6KB
• adm-20231231_lab.xml (EX-101.LAB) — 9KB
• adm-20231231_pre.xml (EX-101.PRE) — 5KB
• d833185ddefa14a_htm.xml (XML) — 381KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Ac t of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 ARCHER-DANIELS-MIDLAND CO MPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Archer-Daniels-Midland Company Supplement to Proxy Statement for the 2024 Annual Meeting of Stockholders to be Held on May 23, 2024 ************* Explanatory Note This proxy statement supplement dated April 30, 2024 (this "Supplement") supplements and amends the definitive proxy statement on Schedule 14A (the "Proxy Statement") filed with the Securities and Exchange Commission by Archer-Daniels-Midland Company ("ADM," the "Company," "we," "us," or "our") on April 10, 2024, relating to our 2024 Annual Meeting of Stockholders to be held on May 23, 2024 (the "Annual Meeting"). Following the filing of the Proxy Statement, ADM and Vikram Luthar, the Company's former Chief Financial Officer who was on administrative leave at the time the Proxy Statement was filed, entered into a Transition Agreement (the "Transition Agreement"), dated as of April 19, 2024, which provides for certain compensation actions, some of which impact the disclosures in the Proxy Statement. As a result, we are providing this Supplement to include a description of the Transition Agreement in the Proxy Statement and to update certain compensation tables and related information in the Proxy Statement as they relate to Mr. Luthar. Except as specifically set forth herein, this Supplement does not otherwise modify or update any other disclosures presented in the Proxy Statement. We encourage you to read this Supplement carefully and in its entirety, together with the Proxy Statement. Capitalized terms used but not defined in this Supplement have the meanings set forth in the Proxy Statement. If you have already voted by Internet, telephone, or mail, you do not need to take any action unless you wish to change your vote. Proxy voting instructions already returned by stockholders (via Internet, telephone, or mail) will remain valid and will be voted at the Annual Meeting unless revoked. Important information regarding how to vote your shares and revoke proxies is available in the Proxy Statement under the caption "General Information About the Annual Meeting and Voting – Commonly Asked Questions and Answers about the Annual Meeting – How do I vote my shares and what can I do if I change my mind after I vote my shares?" on page 6 of the Proxy Statement. Transition Agreement The Transition Agreement provides that Mr. Luthar will resign effective September 30, 2024 (unless an earlier date is mutually agreed between the Company and Mr. Luthar) (the period between the date of the Transition Agreement and such resignation date is referred to herein as the "Transition Period"). During the Transition Period, Mr. Luthar will be available to assist the Company and provide transitional support as needed, as a non-executive employee. In determining to enter into the Transition Agreement and making the compensation determinations for Mr. Luthar described below, the Board of Directors and the Compensation and Succession Committee considered the obligations of Mr. Luthar under the Transition Agreement, which, among other things, require Mr. Luthar to assist in transition and cooperate with the Company during the Transition Period and thereafter, return any Company property, and comply with his confidentiality obligations, a non-disparagement provision and the restrictive covenants applicable under the equity award agreements to which he is a party, in addition to being subject to a release of any claims against the Company. Pursuant to the Transition Agreement, Mr. Luthar will receive a payment under the Company's 2023 annual cash incentive program in the amount of $743,419. As disclosed in the Proxy Statement, awards under the 2023 annual cash incentive program were based on both Company performance (75% weight) and individual performance (25% weight). For 2023, the Compensation and Succession Committee determined that ADM attained results leading to an overall Company performance portion payout of 95.9% of target. In connection with the Transition Agreement, the Compensation and Succession Committee determined that Mr. Luthar would not receive any payout for hi