UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act 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 COMPANY
(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) |
Title of each class of securities to which transaction applies: | |
(2) |
Aggregate number of securities to which transaction applies: | |
(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) |
Proposed maximum aggregate value of transaction: | |
(5) |
Total fee paid: | |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) |
Amount Previously Paid: | |
(2) |
Form, Schedule or Registration Statement No.: | |
(3) |
Filing Party: | |
(4) |
Date Filed: | |
ARCHER-DANIELS-MIDLAND COMPANY
77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601
NOTICE OF ANNUAL MEETING
To All Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Archer-Daniels-Midland Company, a Delaware corporation, will be held at the JAMES R. RANDALL RESEARCH CENTER located at 1001 Brush College Road, Decatur, Illinois, 62521, on Wednesday, May 1, 2019, commencing at 8:30 A.M., for the following purposes:
(1) | To elect directors to hold office until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified; |
(2) | To ratify the appointment by the Board of Directors of Ernst & Young LLP as independent auditors to audit the accounts of our company for the fiscal year ending December 31, 2019; |
(3) | To consider an advisory vote on the compensation of our named executive officers; and |
(4) | To transact such other business as may properly come before the meeting. |
By Order of the Board of Directors |
D. C. FINDLAY, SECRETARY |
March 22, 2019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 1, 2019: THE 2019 LETTER TO STOCKHOLDERS, PROXY STATEMENT, AND 2018 FORM 10-K ARE AVAILABLE AT https://www.proxy-direct.com/MeetingDocuments/30449/ARCHER-DANIELS-MIDLAND.pdf |
1 | ||||
5 | ||||
7 | ||||
8 | ||||
Director Experiences, Qualifications, Attributes, and Skills; Board Diversity |
11 | |||
11 | ||||
12 | ||||
12 | ||||
13 | ||||
14 | ||||
15 | ||||
16 | ||||
16 | ||||
16 | ||||
17 | ||||
18 | ||||
19 | ||||
19 | ||||
19 | ||||
20 | ||||
Board Meetings and Attendance at Annual Meeting of Stockholders |
20 | |||
20 | ||||
21 | ||||
22 | ||||
22 | ||||
22 | ||||
23 | ||||
23 | ||||
23 | ||||
24 | ||||
24 | ||||
24 | ||||
25 | ||||
26 | ||||
27 | ||||
30 | ||||
31 | ||||
33 | ||||
39 | ||||
Employment Agreements, Severance, and Change-in-Control Benefits |
40 | |||
41 | ||||
42 | ||||
Compensation/Succession Committee Interlocks and Insider Participation |
42 |
ADM Proxy Statement 2019 | i |
Table of Contents
43 | ||||
43 | ||||
44 | ||||
46 | ||||
47 | ||||
48 | ||||
48 | ||||
49 | ||||
50 | ||||
Termination of Employment and Change-in-Control Arrangements |
51 | |||
54 | ||||
55 | ||||
55 | ||||
56 | ||||
57 | ||||
57 | ||||
Review and Approval of Certain Relationships and Related Transactions |
57 | |||
58 | ||||
59 | ||||
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
61 | |||
61 | ||||
61 | ||||
62 | ||||
63 | ||||
63 | ||||
63 | ||||
A-1 |
ii | ADM Proxy Statement 2019 |
The following is a summary of certain key disclosures in this proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review this proxy statement in its entirety as well as our 2018 Annual Report on Form 10-K.
ADM Proxy Statement 2019 | 1 |
Proxy Summary
Governance Highlights
Governance Highlights
The Board of Directors views itself as the long-term stewards of ADM. The Board is committed to enhancing the success and value of our company for its stockholders, as well as for other stakeholders such as employees, business partners, and others. The Board recognizes the importance of good corporate governance and understands that transparent disclosure of its governance practices helps stockholders assess the quality of our company and its management and the value of their investment decisions.
ADMs corporate governance practices are intended to ensure independence, transparency, management accountability, effective decision making, and appropriate monitoring of compliance and performance. We believe that these strong corporate governance practices, together with our enduring corporate values and ethics, are critical to providing lasting value to the stockholders of our company.
We use majority voting for uncontested director elections.
|
11 of our 12 current directors are independent and only
| |||
We have an independent Lead Director, selected by the independent directors. The Lead Director provides the Board with independent leadership, facilitates the Boards independence from management, and has broad powers as described on page 12.
|
Our independent directors meet in executive session at each regular in-person board meeting.
| |||
We have a policy prohibiting directors and officers from trading in derivative securities of our company, and no NEOs or directors have pledged any company stock.
|
Significant stock ownership requirements are in place for directors and executive officers.
| |||
The Board and each standing committee annually conduct evaluations of their performance. Directors annually evaluate each other, and these evaluations are used to assess future re-nominations to the Board.
|
Individuals cannot stand for election as a director once they reach age 75, and our Corporate Governance Guidelines set limits on the number of for-profit company boards on which a director can serve.
| |||
Holders of 10% or more of our common stock have the ability to call a special meeting of stockholders.
|
Our bylaws include a proxy access provision under which a small group of stockholders who has owned at least 3% of our common stock for at least 3 years may submit nominees for up to 20% of the board seats for inclusion in our proxy statement.
|
2 | ADM Proxy Statement 2019 |
Proxy Summary
Voting Matters and Board Recommendations
Voting Matters and Board Recommendations
Proposal |
Board Voting Recommendation |
Page Reference | ||
Proposal No. 1 Election of Directors |
FOR |
7 | ||
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm |
FOR |
61 | ||
Proposal No. 3 Advisory Vote on Executive Compensation |
FOR |
62 |
Director Nominee Qualifications and Experience
The following chart provides summary information about each of our director nominees qualifications and experiences. More detailed information is provided in each director nominees biography beginning on page 8.
Current or Recent CEO |
Non-U.S. Business |
Risk Management |
M&A | Government/ Public Policy |
Agriculture, Food, or Retail Consumer Business |
Corporate Governance |
Sustainability/ Environmental | |||||||||||||||||||||||||||||||||
Alan L. Boeckmann |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 | |||||||||||||||||||||||||||||||||
Michael S. Burke |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
|||||||||||||||||||||||||||||||||||
Terrell K. Crews |
🌑 |
🌑 |
🌑 |
🌑 |
||||||||||||||||||||||||||||||||||||
Pierre Dufour |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 | |||||||||||||||||||||||||||||||||||
Donald E. Felsinger |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 | |||||||||||||||||||||||||||||||||
Suzan F. Harrison |
🌑 |
🌑 |
🌑 |
|||||||||||||||||||||||||||||||||||||
Juan R. Luciano |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 | |||||||||||||||||||||||||||||||||
Patrick J. Moore |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
|||||||||||||||||||||||||||||||||||
Francisco J. Sanchez |
🌑 |
🌑 |
||||||||||||||||||||||||||||||||||||||
Debra A. Sandler |
🌑 |
🌑 |
🌑 |
🌑 | ||||||||||||||||||||||||||||||||||||
Lei Z. Schlitz |
🌑 |
🌑 |
||||||||||||||||||||||||||||||||||||||
Kelvin R. Westbrook |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
🌑 |
ADM Proxy Statement 2019 | 3 |
Proxy Summary
Director Nominee Diversity, Age, Tenure, and Independence
Director Nominee Diversity, Age, Tenure, and Independence
The following charts provide summary information about our director nominees personal characteristics, including race/ethnicity, gender, geographic background, 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 nominees biography beginning on page 8.
4 | ADM Proxy Statement 2019 |
General Information About the Annual Meeting and Voting
Proxy Statement
GENERAL MATTERS
The Board of Directors asks that you complete the accompanying proxy for the annual stockholders meeting. The meeting will be held at the time, place, and location mentioned in the Notice of Annual Meeting included in these materials. We will be using the Notice and Access method of providing proxy materials to stockholders via the internet. We will mail to our stockholders (other than those described below) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the 2018 Annual Report on Form 10-K and how to vote electronically via the internet. This notice will also contain instructions on how to request a paper copy of the proxy materials. Stockholders holding shares through the ADM 401(k) and Employee Stock Ownership Plan for Salaried Employees (the 401(k) and ESOP) and those stockholders who previously have opted out of participation in notice and access procedures will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email. We are first providing our stockholders with notice and access to, or first mailing or emailing, this proxy statement and a proxy form around March 22, 2019.
We pay the costs of soliciting proxies from our stockholders. We have retained Georgeson LLC to help us solicit proxies. We will pay Georgeson LLC a base shareholder meeting services fee of approximately $24,000 plus reasonable project management fees and expenses for its services. Our employees or employees of Georgeson LLC may also solicit proxies in person or by telephone, mail, or the internet at a cost which we expect will be nominal. We will reimburse brokerage firms and other securities custodians for their reasonable fees and expenses in forwarding proxy materials to their principals.
We have a policy of keeping confidential all proxies, ballots, and voting tabulations that identify individual stockholders. Such documents are available for examination only by the inspectors of election, our transfer agent, and certain employees associated with processing proxy cards and tabulating the vote. We will not disclose any stockholders vote except in a contested proxy solicitation or as may be necessary to meet legal requirements.
Our common stockholders of record at the close of business on March 11, 2019, are the only people entitled to notice of the annual meeting and to vote at the meeting. At the close of business on March 11, 2019, we had 560,090,583 outstanding shares of common stock, each share being entitled to one vote on each of the director nominees and on each of the other matters to be voted on at the meeting. Our stockholders and advisors to our company are the only people entitled to attend the annual meeting. We reserve the right to direct stockholder representatives with the proper documentation to an alternative room to observe the meeting.
All stockholders will need a form of photo identification to attend the annual meeting. If you are a stockholder of record that received a paper copy of the proxy materials and plan to attend, please detach the admission ticket from the top of your proxy card and bring it with you to the meeting. The number of people we will admit to the meeting will be determined by how the shares are registered, as indicated on the admission ticket. If you are either a stockholder whose shares are held by a broker, bank, or other nominee or a stockholder of record that did not receive a paper copy of the proxy materials, please request an admission ticket by writing to our office at Archer-Daniels-Midland Company, Investor Relations, 4666 Faries Parkway, Decatur, Illinois 62526-5666. Your letter to our office must include evidence of your stock ownership. If you are not a stockholder of record, you can obtain evidence of ownership from your broker, bank, or nominee. The number of tickets that we send will be determined by the manner in which shares are registered. If your request is received by April 15, 2019, an admission ticket will be mailed to you. Entities such as a corporation or limited liability company that are stockholders may send one representative to the annual meeting, and the representative should have a pre-existing relationship with the entity represented. All other admission tickets can be obtained at the registration table located at the James R. Randall Research Center lobby beginning at 7:30 A.M. on the day of the meeting. Stockholders who do not pre-register will be admitted to the meeting only upon verification of stock ownership.
ADM Proxy Statement 2019 | 5 |
General Information About the Annual Meeting and Voting
Principal Holders of Voting Securities
Principal Holders of Voting Securities
Based upon filings with the Securities and Exchange Commission (SEC), we believe that the following stockholders are beneficial owners of more than 5% of our outstanding common stock shares:
Name and Address of Beneficial Owner |
Amount |
Percent Of Class | ||
State Farm Mutual Automobile Insurance Company and related entities One State Farm Plaza, Bloomington, IL 61710
|
56,519,435(1)
|
10.09
| ||
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355
|
46,171,267(2)
|
8.24
| ||
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055
|
44,393,781(3)
|
7.93
| ||
State Street Corporation One Lincoln Street, Boston, MA 02111
|
34,591,254 (4)
|
6.18
|
(1) Based on a Schedule 13G filed with the SEC on February 5, 2019, State Farm Mutual Automobile Insurance Company and related entities have sole voting and dispositive power with respect to 56,294,742 shares and shared voting and dispositive power with respect to 224,693 shares.
(2) Based on a Schedule 13G/A filed with the SEC on February 11, 2019, The Vanguard Group has sole voting power with respect to 647,180 shares, sole dispositive power with respect to 45,380,710 shares, shared voting power with respect to 148,463 shares, and shared dispositive power with respect to 790,557 shares.
(3) Based on a Schedule 13G/A filed with the SEC on February 4, 2019, BlackRock, Inc. has sole voting power with respect to 37,867,271 shares and sole dispositive power with respect to 44,393,781 shares.
(4) Based on a Schedule 13G filed with the SEC on February 13, 2019, State Street Corporation has shared voting power with respect to 31,087,896 shares and shared dispositive power with respect to 34,552,457 shares.
6 | ADM Proxy Statement 2019 |
Proposal No. 1 Election of Directors for a One-Year Term
The Board of Directors has fixed the size of the current board at twelve. Eleven of the twelve nominees proposed for election to the Board of Directors are currently members of the Board and have been elected previously by our stockholders. The new nominee for election is Lei Z. Schlitz. Dr. Schlitz was identified by the Nominating/Corporate Governance Committee as a potential nominee, with assistance from a third-party search firm retained to identify director candidates, and was recommended by the Nominating/Corporate Governance Committee after it completed its interview and vetting process. Daniel T. Shih, a current member of the Board, has determined not to stand for re-election. As of March 11, 2019, Mr. Shih beneficially owned 19,989 shares of our common stock, all of which consisted of stock units allocated under our Stock Unit Plan for Nonemployee Directors (the Stock Unit Plan). Unless you provide different directions, we intend for board-solicited proxies (like this one) to be voted for the nominees named below.
If elected, the nominees would hold office until the next annual stockholders meeting and until their successors are elected and qualified. If any nominee for director becomes unable to serve as a director, the persons named as proxies may vote for a substitute who will be designated by the Board of Directors. Alternatively, the Board of Directors could reduce the size of the board. The Board has no reason to believe that any nominee will be unable to serve as a director.
Our bylaws require that each director be elected by a majority of votes cast with respect to that director in an uncontested election (where the number of nominees is the same as the number of directors to be elected). In a contested election (where the number of nominees exceeds the number of directors to be elected), the plurality voting standard governs the election of directors. Under the plurality standard, the number of nominees equal to the number of directors to be elected who receive more votes than the other nominees are elected to the Board, regardless of whether they receive a majority of the votes cast. Whether an election is contested or not is determined as of the day before we first mail our meeting notice to stockholders. This years election was determined to be an uncontested election, and the majority vote standard will apply. If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a holdover director. However, under our Corporate Governance Guidelines, each director annually submits an advance, contingent, irrevocable resignation that the Board may accept if the director fails to be elected through a majority vote in an uncontested election. In that situation, the Nominating/Corporate Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation. The Board will act on the Nominating/Corporate Governance Committees recommendation and publicly disclose its decision and the rationale behind it within 90 days after the date the election results are certified. The Board will nominate for election or re-election as director, and will elect as directors to fill vacancies and new directorships, only candidates who agree to tender the form of resignation described above. If a nominee who was not already serving as a director fails to receive a majority of votes cast at the annual meeting, Delaware law provides that the nominee does not serve on the Board as a holdover director.
The information below describes the nominees, their ages, positions with our company, principal occupations, current directorships of other publicly owned companies, directorships of other publicly owned companies held within the past five years, the year in which each first was elected as a director, and the number of shares of common stock beneficially owned as of March 11, 2019, directly or indirectly. Unless otherwise indicated, and subject to community property laws where applicable, we believe that each nominee named in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned. Unless otherwise indicated, all of the nominees have been executive officers of their respective companies or employed as otherwise specified below for at least the last five years.
The Board of Directors recommends a vote FOR the election of the twelve nominees named below as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.
ADM Proxy Statement 2019 | 7 |
Proposal No. 1 Election of Directors for a One-Year Term
Director Nominees
ADM Proxy Statement 2019 | 9 |
Proposal No. 1 Election of Directors for a One-Year Term
Director Nominees
10 | ADM Proxy Statement 2019 |
Proposal No. 1 Election of Directors for a One-Year Term
Director Experiences, Qualifications, Attributes, and Skills; Board Diversity
ADM Proxy Statement 2019 | 11 |
Board Leadership and Oversight
Our companys Board of Directors does not have a current requirement that the roles of Chief Executive Officer and Chairman of the Board be either combined or separated, because the Board believes it is in the best interest of our company to make this determination based on the position and direction of the company and the constitution of the Board and management team. The Board regularly evaluates whether the roles of Chief Executive Officer and Chairman of the Board should be combined or separated. The Boards implementation of a careful and seamless succession plan over the past several years demonstrates that the Board takes seriously its responsibilities under the Corporate Governance Guidelines to determine who should serve as Chairman at any point in time in light of the specific circumstances facing our company. After careful consideration, the Board has determined that having Mr. Luciano, our companys Chief Executive Officer, serve as Chairman is in the best interest of our stockholders at this time. The Chief Executive Officer is responsible for the day-to-day management of our company and the development and implementation of our companys strategy, and has access to the people, information, and resources necessary to facilitate board function. Therefore, the Board believes at this time that combining the roles of Chief Executive Officer and Chairman contributes to an efficient and effective board.
The independent directors elect a Lead Director at the Boards annual meeting. Mr. Felsinger is currently serving as Lead Director. The Board believes that having an independent Lead Director provides the Board with independent leadership and facilitates the independence of the Board from management. The Nominating/Corporate Governance Committee regularly evaluates the responsibilities of the Lead Director and considers current trends regarding independent board leadership. In the last few years, the Board has enhanced the Lead Directors responsibilities, as set forth in the Corporate Governance Guidelines, in connection with determining performance criteria for evaluating the Chief Executive Officer, evaluating the Board, committees, and individual directors, and planning for management succession. In accordance with our Corporate Governance Guidelines as so revised, the Lead Director: (i) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors, and regularly meets with the Chairman and Chief Executive Officer for discussion of appropriate matters arising from these sessions; (ii) coordinates the activities of the other independent directors and serves as liaison between the Chairman and the independent directors; (iii) consults with the Chairman and approves all meeting agendas, schedules, and information provided to the Board, and may, from time to time, invite corporate officers, other employees, and advisors to attend Board or committee meetings whenever deemed appropriate; (iv) interviews, along with the Chairman and the Chair and members of the Nominating/Corporate Governance Committee, all director candidates and makes recommendations to the Nominating/Corporate Governance Committee; (v) advises the Nominating/Corporate Governance Committee on the selection of members of the board committees; (vi) advises the board committees on the selection of committee chairs; (vii) works with the Chairman and Chief Executive Officer to propose a schedule of major discussion items for the Board; (viii) guides the Boards governance processes; (ix) provides leadership to the Board if circumstances arise in which the role of the Chairman or Chief Executive Officer may be, or may be perceived to be, in conflict; (x) has the authority to call meetings of the independent directors; (xi) if requested by major stockholders, ensures that he or she is available for consultation and direct communication; (xii) leads the non-management directors in determining performance criteria for evaluating the Chief Executive Officer and coordinates the annual performance review of the Chief Executive Officer; (xiii) works with the Chair of the Compensation/Succession Committee to guide the Boards discussion of management succession plans; (xiv) works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors; (xv) works with the Chair and members of the Sustainability and Corporate Responsibility Committee to set sustainability and corporate responsibility objectives; and (xvi) performs such other duties and responsibilities as the Board may determine.
In addition to electing a Lead Director, our independent directors facilitate the Boards independence by meeting frequently as a group and fostering a climate of transparent communication. The high level of contact between our Lead Director and our Chairman between board meetings and the specificity contained in the Boards delegation of authority parameters also serve to foster effective board leadership.
12 | ADM Proxy Statement 2019 |
Board Leadership and Oversight
Board Role in Risk Oversight
Management is responsible for day-to-day risk assessment and mitigation activities, and our companys Board of Directors is responsible for risk oversight, focusing on our companys overall risk management strategy, our companys degree of tolerance for risk, and the steps management is taking to manage our companys risks. While the Board as a whole maintains the ultimate oversight responsibility for risk management, the committees of the Board can be assigned responsibility for risk management oversight of specific areas. The Audit Committee currently maintains responsibility for overseeing our companys enterprise risk management process and regularly discusses our companys major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our companys risk assessment and risk management processes. The Audit Committee periodically reports to the Board of Directors regarding significant matters identified with respect to the foregoing.
Management has established an Enterprise Risk Management Committee consisting of a Chief Risk Officer and personnel representing multiple functional and regional areas within our company, with broad oversight of the risk management process.
BOARD OF DIRECTORS
| ||||||||||||||||||||||
Audit Committee
assists the Board in fulfilling its oversight responsibility to the stockholders relating to the companys major risk exposures
oversees the companys enterprise risk management process
regularly discusses the steps management has taken to monitor and control risk exposure
regularly reports to the Board regarding significant matters identified
|
Nominating/Corporate Governance Committee
has authority to assign oversight of specific areas of risk to other committees
recommends director nominees who it believes will capably assess and monitor risk |
Compensation/ Succession Committee
assesses potential risks associated with compensation decisions
engages an independent outside consultant every other year to review the companys compensation programs and evaluate the risks in such programs; the consultant attends all committee meetings to advise the committee |
Sustainability and Corporate Responsibility Committee
has been approved by the Board of Directors to be created and to have oversight responsibility for sustainability and corporate responsibility matters |
SENIOR MANAGEMENT
| ||||||||||||||||||
Enterprise Risk Management Committee | ||||||||||||||||||
ensures implementation and maintenance of a process to identify, evaluate, and prioritize risks to our companys objectives
ensures congruence of risk decisions with our companys values, policies, procedures, measurements, and incentives or disincentives
supports the integration of risk assessment and controls into mainstream business processes, planning, and decision-making |
identifies roles and responsibilities across our company in regard to risk assessment and control functions
promotes consistency and standardization in risk identification, reporting, and controls across our company
ensures sufficient information capabilities and information flow to support risk identification and controls and alignment of technology assets |
regularly evaluates the overall design and operation of the risk assessment and control process, including development of relevant metrics and indicators
reports regularly to senior management and the Board regarding the above-described processes and the most significant risks to our companys objectives |
ADM Proxy Statement 2019 | 13 |
Board Leadership and Oversight
Sustainability and Corporate Responsibility
Sustainability and Corporate Responsibility
Our commitment to change and growth goes beyond our products and services. At ADM, sustainable practices and a focus on environmental responsibility arent separate from our primary business: they are integral to the work we do every day to serve customers and create value for stockholders. We have aligned our efforts with the United Nations (UN) Sustainable Development Goals which serve as a road map to achieve a better future for all. Specifically, we are focusing our efforts toward Zero Hunger, Clean Water and Sanitation, Climate Action, and Life On Land.
Our sustainability efforts are led by our Chief Sustainability Officer who is supported by a Sustainability Council comprised of ADM Executive Committee members. Sustainability-related risks are reviewed quarterly through the Enterprise Risk Management process. Our companys Board of Directors has approved the creation of a Sustainability and Corporate Responsibility Committee. This new committee will have oversight of sustainability and corporate responsibility matters. Sustainability topics are also presented to the full Board annually.
The RobecoSAM Sustainability Yearbook 2018 named ADM as an Industry Mover in recognition of ADMs focus on sustainable practices and environmental responsibility. See the table below for additional information and highlights related to our sustainability efforts.
SUSTAINABILITY HIGHLIGHTS | ||
Climate Action | Clean Water and Sanitation | |
We address climate change through three main pathways:
renewable product and process innovations, such as our carbon sequestration project in Decatur, Illinois,
supply chain commitments, such as our Commitment to No-Deforestation, and
a strategic approach to operational excellence which emphasizes enhancing the efficiency of our production plants throughout our global operations, including through a centralized energy management team that enables us to identify and share successful programs across business or geographic regions.
See the charts below illustrating our progress toward our greenhouse gas emissions and energy intensity goals:
|
We aim to conserve water and improve water quality through:
supply chain projects specifically focusing on water conservation and improving water quality,
water-reduction efforts and efficiency improvement projects in our own operations, which have resulted in 2 billion gallons of water saved over six years, and
the Ceres and World Wildlife Fund AgWater Challenge, through which we have set measurable, time-bound commitments to mitigate water risks, reduce water impacts associated with key commodities, and provide support and education to growers about water stewardship practices.
See the chart below illustrating our progress toward our water-reduction goals:
|
14 | ADM Proxy Statement 2019 |
Board Leadership and Oversight
Board Role in Overseeing Political Activities
Zero Hunger | Life On Land | |
We support the UN efforts to eliminate world hunger by connecting the harvest to the home:
with a vast and diverse global value chain that includes approximately 500 crop procurement locations, 270 ingredient manufacturing facilities, 44 innovation centers and the worlds premier crop transportation network,
through our corporate social investment program, ADM Cares, which supports food security and hunger relief projects globally, and
through sustainable sourcing, certification and sustainable agriculture programs across the globe.
In 2018, we along with two of our supply chain partners were awarded Collaboration of the Year by Field to Market for our Southern Plains Wheat Project which aims to promote sustainable farming practices. |
We are a responsible steward to our natural resources:
in 2015, we committed to no deforestation, no planting on peat, and no exploitation (No DPE) in our palm and South American soy supply chains through our Commitment to No-Deforestation, and
we report our progress with respect to our No DPE efforts to the public at www.adm.com/progresstracker.
We require all ADM colleagues and suppliers to comply with ADMs Human Rights Policy. | |
For more information, please review our Corporate Sustainability Report, found at www.adm.com/sustainability. |
Board Role in Overseeing Political Activities
ADM Proxy Statement 2019 | 15 |
Director Evaluations; Section 16(a) Reporting Compliance
Board, Committee, and Director Evaluations
The Board believes that a robust annual evaluation process is a critical part of its governance practices. Accordingly, the Nominating/Corporate Governance Committee oversees an annual evaluation of the performance of the Board of Directors, each committee of the Board, and each individual director. The Nominating/Corporate Governance Committee approves written evaluation questionnaires which are distributed to each director. The results of each written evaluation are provided to, and compiled by, an outside firm. Individual directors are evaluated by their peers in a confidential process. Our Lead Director works with the Chair and members of the Nominating/Corporate Governance Committee to facilitate the evaluation of the performance of the Board, committees, and individual directors, and delivers and discusses individual evaluation results with each director. The chair of the Nominating/Corporate Governance Committee delivers and discusses the Lead Directors individual evaluation with him or her. Results of the performance evaluations of the committees and the Board are discussed at appropriate committee meetings and with the full board.
The Board utilizes the results of these evaluations in making decisions on board agendas, board structure, committee responsibilities and agendas, and continued service of individual directors on the board.
Evaluation Questionnaires are distributed Outside firm collects results Results are delivered and discussed with each director Other evaluations are discussed at committee meetings and With the full board
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the Exchange Act) requires our directors and executive officers to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC. Based on our review of Forms 3, 4, and 5 that we have received from, or have filed on behalf of, our directors and executive officers, and on written representations from those persons that they were not required to file a Form 5, we believe that, during the fiscal year ended December 31, 2018, our directors and executive officers complied with all Section 16(a) filing requirements.
16 | ADM Proxy Statement 2019 |
Independence of Directors
The Board of Directors has reviewed business and charitable relationships between our company and each non-employee director and director nominee to determine compliance with the NYSE standards and our bylaw standards, each described below, and to evaluate whether there are any other facts or circumstances that might impair a directors or nominees independence. Based on that review, the Board has determined that eleven of its twelve current members, Messrs. Boeckmann, Burke, Crews, Dufour, Felsinger, Moore, Sanchez, Shih, and Westbrook, Ms. Harrison, and Ms. Sandler are independent, and that Dr. Schlitz, the director nominee, is also independent. Mr. Luciano is not independent under the NYSE or bylaw standards because of his employment with us.
In determining that Mr. Boeckmann is independent, the Board considered that, in the ordinary course of business, BP p.l.c., of which Mr. Boeckmann is a director, sold natural gas and fuel to our company and purchased ethanol and biodiesel from our company, all on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that that this arrangement did not exceed the NYSEs threshold of 2.0% of BP p.l.c.s consolidated gross revenues, that Mr. Boeckmann does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Boeckmanns independence.
In determining that Mr. Burke is independent, the Board considered that, in the ordinary course of business, AECOM, of which Mr. Burke is Chairman and Chief Executive Officer, sold certain services to our company and purchased various products from our company on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of AECOMs consolidated gross revenues, that Mr. Burke does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Burkes independence.
In determining that Mr. Crews is independent, the Board considered that, in the ordinary course of business, WestRock Company, of which Mr. Crews is a director, purchased various products from our company and sold various products to our company and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSEs threshold of 2.0% of WestRock Companys or Hormel Foods Corporations consolidated gross revenues, respectively, that Mr. Crews does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Crews independence.
In determining that Mr. Dufour is independent, the Board considered that, in the ordinary course of business, Air Liquide Group, of which Mr. Dufour is a director, sold certain chemicals to our company on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Air Liquide Groups consolidated gross revenues, that Mr. Dufour does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Dufours independence.
In determining that Mr. Felsinger is independent, the Board considered that, in the ordinary course of business, Gannett Co. Inc., of which Mr. Felsinger is a director, sold certain products to our company on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Gannett Co. Inc.s consolidated gross revenues, that Mr. Felsinger does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Felsingers independence.
In determining that Ms. Harrison is independent, the Board considered that, in the ordinary course of business, Colgate-Palmolive Company, of which Ms. Harrison is President of Global Oral Care, purchased various products from our company on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Colgate-Palmolive Companys consolidated gross revenues, that Ms. Harrison does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Harrisons independence.
ADM Proxy Statement 2019 | 17 |
Independence of Directors
Independence of Directors
In determining that Ms. Sandler is independent, the Board considered that, in the ordinary course of business, Gannett Co. Inc., of which Ms. Sandler is a director, sold certain products to our company on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Gannett Co. Inc.s consolidated gross revenues, that Ms. Sandler does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Ms. Sandlers independence.
In determining that Dr. Schlitz is independent, the Board considered that, in the ordinary course of business, Illinois Tool Works Inc., of which Dr. Schlitz is Executive Vice President, Food Equipment, sold certain equipment and services to our company on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSEs threshold of 2.0% of Illinois Tool Works Inc.s consolidated gross revenues, that Dr. Schlitz does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Dr. Schlitzs independence.
In determining that Mr. Westbrook is independent, the Board considered that, in the ordinary course of business, Mosaic Company, of which Mr. Westbrook is a director, sold fertilizer products to our company and purchased certain logistics and other services from our company and that T-Mobile US, Inc., of which Mr. Westbrook is a director, sold various products to our company, all on an arms-length basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSEs threshold of 2.0% of Mosaic Companys or T-Mobile US, Inc.s consolidated gross revenues, respectively, that Mr. Westbrook does not have a direct or indirect material interest in such transactions, and that such transactions do not impair Mr. Westbrooks independence.
|
The listing standards of the New York Stock Exchange, or NYSE, require companies listed on the NYSE to have a majority of independent directors. Subject to certain exceptions and transition provisions, the NYSE standards generally provide that a director will qualify as independent if the Board affirmatively determines that he or she has no material relationship with our company other than as a director, and will not be considered independent if:
1. | the director or a member of the directors immediate family is, or in the past three years has been, one of our executive officers or, in the case of the director, one of our employees; |
2. | the director or a member of the directors immediate family has received during any 12-month period within the last three years more than $120,000 per year in direct compensation from us other than for service as a director, provided that compensation received by an immediate family member for service as a non-executive officer employee is not considered in determining independence; |
3. | the director or an immediate family member is a current partner of one of our independent auditors, the director is employed by one of our independent auditors, a member of the directors immediate family is employed by one of our independent auditors and personally works on our audits, or the director or a member of the directors immediate family was within the last three years an employee of one of our independent auditors and personally worked on one of our audits; |
4. | the director or a member of the directors immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers at the same time serves or served on the compensation committee; or |
5. | the director is a current employee of, or a member of the directors immediate family is an executive officer of, a company that makes payments to, or receives payments from, us in an amount which, in any of the of the last three fiscal years, exceeds the greater of $1 million or 2% of such other companys consolidated gross revenues. |
18 | ADM Proxy Statement 2019 |
Independence of Directors
Corporate Governance Guidelines
|
Section 2.8 of our bylaws also provides that a majority of the Board of Directors be comprised of independent directors. Under our bylaws, an independent director means a director who:
1. | is not a current employee or a former member of our senior management or the senior management of one of our affiliates; |
2. | is not employed by one of our professional services providers; |
3. | does not have any business relationship with us, either personally or through a company of which the director is an officer or a controlling shareholder, that is material to us or to the director; |
4. | does not have a close family relationship, by blood, marriage, or otherwise, with any member of our senior management or the senior management of one of our affiliates; |
5. | is not an officer of a company of which our Chairman or Chief Executive Officer is also a board member; |
6. | is not personally receiving compensation from us in any capacity other than as a director; and |
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set forth the Boards policies on governance issues. The guidelines, along with the written charters of each of the committees of the Board and our bylaws, are posted on our website, www.adm.com, and are available free of charge upon written request to Archer-Daniels-Midland Company, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601.
Independent Executive Sessions
In accordance with our Corporate Governance Guidelines, the non-management directors meet in executive session at least quarterly. If the non-management directors include any directors who are not independent pursuant to the Boards determination of independence, at least one executive session each year includes only independent directors. The Lead Director, or in his or her absence, the chairman of the Nominating/Corporate Governance Committee, presides at such meetings of independent directors. The non-management directors met in independent executive session four times during fiscal year 2018.
ADM Proxy Statement 2019 | 19 |
Information Concerning Committees and Meetings
Board Meetings and Attendance at Annual Meetings of Stockholders
During the last fiscal year, the Board of Directors held twelve meetings. All incumbent directors attended 75% or more of the combined total meetings of the Board and the committees on which they served during such period. Our Corporate Governance Guidelines provide that all directors standing for election are expected to attend the annual meeting of stockholders. All director nominees standing for election at our last annual stockholders meeting held on May 3, 2018, attended that meeting.
Information Concerning Committees and Meetings
The Boards standing committees for the year ended December 31, 2018, consisted of the Audit, Compensation/Succession, Nominating/Corporate Governance, and Executive Committees. In February 2019, the Board approved the establishment of a Sustainability and Corporate Responsibility Committee, which will have oversight responsibility for sustainability and corporate responsibility matters. Each committee operates pursuant to a written charter adopted by the Board (except for the Sustainability and Corporate Responsibility Committee, for which the Board has not yet adopted a written charter), available on our website, www.adm.com. Upon adoption by the Board, the written charter for the Sustainability and Corporate Responsibility Committee will also be available on our website.
Audit Committee |
The Audit Committee consists of Mr. Crews (Chairman), Mr. Dufour, Mr. Moore, Mr. Sanchez, and Ms. Sandler. The Audit Committee met nine times during the most recent fiscal year. All of the members of the Audit Committee were determined by the Board to be independent directors, as that term is defined in our bylaws, in the NYSE listing standards, and in Section 10A of the Exchange Act. No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such service would not impair such directors ability to serve effectively on the Audit Committee.
The Audit Committee reviews:
1. the overall plan of the annual independent audit;
2. financial statements;
3. the scope of audit procedures;
4. the performance of our independent auditors and internal auditors;
5. the auditors evaluation of internal controls;
6. matters of legal and regulatory compliance; |
7. the performance of our companys compliance function;
8. business and charitable relationships and transactions between us and
9. the companys earnings press releases and information provided to analysts and investors |
For additional information with respect to the Audit Committee, see the sections of this proxy statement entitled Report of the Audit Committee and Audit Committee Pre-Approval Policies.
20 | ADM Proxy Statement 2019 |
Information Concerning Committees and Meetings
Information Concerning Committees and Meetings
Compensation/Succession Committee |
The Compensation/Succession Committee consists of Mr. Westbrook (Chairman), Mr. Boeckmann, Mr. Burke, Mr. Dufour, Ms. Harrison, and Mr. Shih. The Compensation/Succession Committee met four times during the most recent fiscal year. All of the members of the Compensation/Succession Committee were determined by the Board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards, including the NYSE listing standards specifically applicable to compensation committee members.
The Compensation/Succession Committee:
1. establishes and administers a compensation policy for senior management;
2. reviews and approves the compensation policy for all of our employees and our subsidiaries other than senior management;
3. approves all compensation elements with respect to our directors, executive officers, and all employees with a base salary of $500,000 or more;
4. reviews and monitors our financial performance as it affects our compensation policies or the administration of those policies;
5. establishes and reviews a compensation policy for non-employee directors; |
6. reviews and monitors our succession plans;
7. approves awards to employees pursuant to our incentive compensation plans;
8. approves major modifications in the employee benefit plans with respect to the benefits that salaried employees receive under such plans; and
9. ensures succession processes are in place to aid
business |
The Compensation/Succession Committee provides reports to the Board of Directors and, where appropriate, submits actions to the Board of Directors for ratification. Members of management attend meetings of the committee and make recommendations to the committee regarding compensation for officers other than the Chief Executive Officer. In determining the Chief Executive Officers compensation, the committee considers the evaluation prepared by the non-management directors.
In accordance with the General Corporation Law of Delaware, the committee may delegate to one or more officers the authority to grant stock options to other officers and employees who are not directors or executive officers, provided that the resolution authorizing this delegation specifies the total number of options that the officer or officers can award. The charter for the Compensation/Succession Committee also provides that the committee may form subcommittees and delegate tasks to them.
For additional information on the responsibilities and activities of the Compensation/Succession Committee, including the committees processes for determining executive compensation, see the section of this proxy statement entitled Compensation Discussion and Analysis.
ADM Proxy Statement 2019 | 21 |
Information Concerning Committees and Meetings
Information Concerning Committees and Meetings
Nominating/Corporate Governance Committee |
The Nominating/Corporate Governance Committee consists of Mr. Moore (Chairman), Mr. Boeckmann, Ms. Sandler, Mr. Shih, and Mr. Westbrook. The Nominating/Corporate Governance Committee met four times during the most recent fiscal year. All of the members of the Nominating/Corporate Governance Committee were determined by the Board to be independent directors, as that term is defined in our bylaws and in the NYSE listing standards.
The Nominating/Corporate Governance Committee:
1. identifies individuals qualified to become members of the Board, including evaluating individuals appropriately suggested by stockholders in accordance with our bylaws;
2. recommends individuals to the Board for nomination as members of the Board and board committees;
3. develops and recommends to the Board a set of corporate governance principles applicable to the company; |
4. leads the evaluation of the directors, the
Board, and board committees;
5. has oversight responsibility for certain of the companys corporate objectives and policies. |
Sustainability and Corporate Responsibility Committee |
The Board has approved the establishment of a Sustainability and Corporate Responsibility Committee. The Board plans to approve a committee charter and designate the committee members during 2019. This committee will have oversight of sustainability and corporate responsibility matters. For more information on the companys sustainability and corporate responsibility efforts, see the section of this proxy statement entitled Sustainability and Corporate Responsibility.
Executive Committee |
The Executive Committee consists of Mr. Luciano (Chairman), Mr. Felsinger (Lead Director), Mr. Crews (chair of the Audit Committee), Mr. Moore (chair of the Nominating/Corporate Governance Committee), and Mr. Westbrook (chair of the Compensation/Succession Committee). The Executive Committee did not hold a meeting during the most recent fiscal year. The Executive Committee acts on behalf of the Board to determine matters which, in the judgment of the Chairman of the Board, do not warrant convening a special board meeting but should not be postponed until the next scheduled board meeting. The Executive Committee exercises all the power and authority of the Board in the management and direction of our business and affairs except for matters which are expressly delegated to another board committee and matters that cannot be delegated by the Board under applicable law, our certificate of incorporation, or our bylaws.
22 | ADM Proxy Statement 2019 |
Stockholder Outreach and Engagement; Code of Conduct
Stockholder Outreach and Engagement
As part of our commitment to effective corporate governance practices, in 2018 we reached out to many of our largest institutional stockholders to hold formal discussions with them to help us better understand the views of our investors on key topics. Our Lead Director (who, as provided in the Corporate Governance Guidelines, ensures that he is available for consultation and direct communication with major stockholders) and senior management participated in these meetings to discuss and obtain feedback on corporate governance, executive compensation, and other related issues important to our stockholders. We share stockholder feedback with the Board and its committees to enhance both our governance practices and transparency of these practices to our stockholders. We review the voting results of our most recent annual meeting of stockholders, the stockholder feedback received through our engagement process, the governance practices of our peers and other large companies, and current trends in governance as we consider enhancements to our governance practices and disclosure. We value our dialogue with our stockholders and believe our outreach efforts, which are in addition to our other communication channels available to our stockholders and interested parties, help ensure our corporate governance, compensation, and other related practices continue to evolve and reflect the insights and perspectives of our many stakeholders. We welcome suggestions from our stockholders on how the Board and management can enhance this dialogue in the future.
We have approved procedures for stockholders and other interested parties to send communications to individual directors or the non-employee directors as a group. You should send any such communications in writing addressed to the applicable director or directors in care of the Secretary, Archer-Daniels-Midland Company, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. All correspondence will be forwarded to the intended recipients.
The Board has adopted a Code of Conduct that sets forth standards regarding matters such as honest and ethical conduct, compliance with law, and full, fair, accurate, and timely disclosure in reports and documents that we file with the SEC and in other public communications. The Code of Conduct applies to all of our directors, employees, and officers, including our principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available at our website, www.adm.com, and is available free of charge upon written request to Archer-Daniels-Midland Company, Attention: Secretary, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. Any amendments to certain provisions of the Code of Conduct or waivers of such provisions granted to certain executive officers will be disclosed promptly on our website.
ADM Proxy Statement 2019 | 23 |
Executive Stock Ownership Policy
The Board of Directors believes that it is important for each member of our senior management to acquire and maintain a significant ownership position in shares of our common stock to further align the interests of senior management with the stockholders interests. Accordingly, we have adopted a policy regarding ownership of shares of our common stock by senior management. The policy calls for members of senior management to own shares of common stock with a fair market value within a range of one to six times that individuals base salary, depending on each individuals level of responsibility with our company; no sales can be made until guidelines are met. The stock ownership guidelines applicable to the named executive officers (as defined herein) are set forth below.
Executive |
Ownership Guideline as a Multiple of Salary | |
J. R. Luciano |
6.0x | |
R. G. Young |
3.0x | |
C. M. Cuddy |
3.0x | |
G. A. Morris |
3.0x | |
J. D. Taets |
3.0x |
Executive Officer Stock Ownership
The following table shows the number of shares of our common stock beneficially owned as of March 11, 2019, directly or indirectly, by each of the named executive officers.
Executive |
Common Stock Beneficially Owned |
Options Exercisable Within 60 Days |
Percent of Class | |||
J. R. LUCIANO |
2,379,751(1) |
1,515,309 |
* | |||
R. G. YOUNG |
1,143,996(2) |
800,286 |
* | |||
C. M. CUDDY |
214,163(3) |
71,825 |
* | |||
G. A. MORRIS |
249,011(4) |
104,622 |
* | |||
J. D. TAETS |
492,940(5) |
301,534 |
* |
* Less than 1% of outstanding shares
(1) Includes 318,709 shares held in trust, 238 shares held by a family-owned limited liability company, and stock options exercisable within 60 days.
(2) Includes 4,119 shares held in our Dividend Reinvestment Plan and stock options exercisable within 60 days.
(3) Includes 2,037 shares held in the 401(k) and ESOP and stock options exercisable within 60 days.
(4) Includes 591 shares held in the 401(k) and ESOP and stock options exercisable within 60 days.
(5) Includes 895 shares held in the 401(k) and ESOP and stock options exercisable within 60 days.
Common stock beneficially owned as of March 11, 2019, by all directors, director nominees, and executive officers as a group, numbering 22 persons including those listed above, is 6,227,702 shares representing 1.11% of the outstanding shares, of which 304,914 shares represent stock units allocated under our Stock Unit Plan for Nonemployee Directors, 4,845 shares are held in the 401(k) and ESOP, 4,119 shares are held in our Dividend Reinvestment Plan, 3,577,266 shares are unissued but are subject to stock options exercisable within 60 days, and no shares are subject to pledge.
24 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Our Compensation Philosophy and Objectives
ADMs executive compensation programs are designed to align the interests of our executive officers with those of our shareholders. We believe in:
| Rewarding executives for creating value for our stockholders. |
| Designing and providing market-competitive compensation programs, enabling us to attract and retain high quality executive talent by rewarding excellence in leadership and the successful implementation of our business strategy. |
| Encouraging a culture of pay-for-performance by requiring sufficient financial performance before awards may be earned and directly tying awards to quantifiable performance. |
| Delivering competitive levels of compensation to our executives if we achieve our performance goals and enhance stockholder value. |
Section |
Page | |||||
1. |
|
26 |
| |||
2. |
|
27 |
| |||
3. |
|
30 |
| |||
4. |
|
31 |
| |||
5. |
|
33 |
| |||
6. |
|
39 |
| |||
7. |
Employment Agreements, Severance, and Change-in-Control Benefits |
|
40 |
| ||
8. |
|
41 |
|
ADM Proxy Statement 2019 | 25 |
Compensation Discussion and Analysis
Section 1 Executive Summary
Adjusted EBITDA ($ Billions) Adjusted ROIC
(1) Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, adjusted to exclude the impact of certain items) and Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) are financial measures that have not been calculated in accordance with generally accepted accounting principles (GAAP), and are referred to as non-GAAP financial measures. Attached as Annex A to this Proxy Statement are more detailed definitions of these terms, a reconciliation of each to the most directly comparable GAAP financial measure, and related disclosures about the use of these non-GAAP financial measures.
26 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 2 Components of Executive Compensation
Section 2 Components of Executive Compensation
The companys executive compensation program is built on a structure that balances short and long-term performance. We believe our salaries and performance-based annual cash incentives awards encourage and reward current business results while our LTI awards and stock ownership guidelines reward sustained performance. The companys executive compensation levels also rely on data on compensation for comparable executives at other similarly situated companies, as ADM competes with these companies for executive talent. As described in greater detail in Section 6 Peer Group, the Compensation/Succession Committee chose a broad external market peer group in the S&P 100 Industrials so as to ensure a wide spectrum of compensation levels. Finally, our Compensation/Succession Committee is also determined to take into account internal equity when determining the pay of the CEO and the companys other Named Executive Officers (NEOs). The Compensation/Succession Committee is provided with data on the compensation of other ADM non-executive employees in other pay grades and/or salary ranges and reviews such data when setting CEO and NEO pay. The following chart summarizes the components and associated objectives of our fixed and performance-based pay for executives in 2018:
Pay Element | Objective | Performance Rewarded | ||||||
FIXED | Annual | Base Salary | Fixed pay to recognize an individuals role and responsibilities |
Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity
| ||||
PERFORMANCE BASED |
Annual | Annual Cash Incentive |
Achieve annual goals measured in terms of financial and individual performance linked to creation of stockholder value
|
Adjusted EBITDA, Adjusted ROIC, cost savings, improvements in targeted businesses, revenue growth, and company and individual performance
| ||||
Long-Term | Restricted Stock Units (RSUs)
|
Align NEOs interests with stockholders and retain executive talent | Reward for achievement of key drivers of stockholder value as evidenced in our share price
| |||||
Performance Share Units (PSUs) | Align performance with interests of stockholders and retain executive talent | Reward for achievement of key drivers of company performance and stockholder value as evidenced in our Adjusted EBITDA, Adjusted ROIC, and relative total shareholder return (TSR)
|
ADM Proxy Statement 2019 | 27 |
Compensation Discussion and Analysis
Section 2 Components of Executive Compensation
28 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 2 Components of Executive Compensation
BENEFITS
In addition to these direct elements of pay, the company provides benefits to our NEOs to provide for basic health, welfare, and income security needs and to support the attraction, retention, and motivation of these employees. With few exceptions, such as supplemental benefits provided to employees whose benefits under broad-based plans are limited under applicable tax laws, the companys philosophy is to offer the same benefits to all U.S. salaried employees as are offered to the companys NEOs.
Retirement Program |
Eligibility | Description | ||
401(k) and ESOP |
All salaried employees |
Qualified defined contribution plan where employees may defer up to 75% of eligible pay, up to $18,500 for 2018. The company provides a 1% non-elective employer contribution and a match of 4% on the first 6% contributed by an employee. The employee contribution can be made pre-tax (401(k)) or after-tax (Roth 401(k)). Employees may also defer traditional after-tax contributions into the plan for a total $54,250 savings opportunity including all contribution types (pre-tax, Roth, and after tax) plus any ADM matching and 1% non-elective contributions. Employees who are 50 years of age or older can elect to make additional contributions of up to $6,000 for 2018.
| ||
ADM Retirement Plan |
All salaried employees |
Newly hired eligible employees and those with less than 5 years of service as of January 1, 2009, participate in a qualified cash balance pension formula where the benefit is based on an accrual of benefit based on a stated percent of the participants base compensation each year. Those employees with 5 or more years of service as of January 1, 2009, participate in a qualified traditional defined benefit formula where the benefit is based on number of years of service and base salary during the later stages of employment. Effective December 31, 2021, the traditional defined benefit will sunset. Effective January 1, 2022, any participant in the traditional defined benefit pension will begin to accrue a benefit under the cash balance pension formula.
| ||
Deferred Compensation Plan |
Employees with salaries above $175,000 |
Eligible participants may defer up to 75% of their annual base salary and up to 100% of their annual cash incentive until elected future dates. Earning credits are added to the deferred compensation account balances based upon hypothetical investment elections available under these plans and chosen by the participant. These hypothetical investment options correspond with the investment options (other than company common stock) available under the 401(k) and ESOP.
| ||
Supplemental Retirement Plan |
Employees whose retirement benefit is limited by applicable IRS limits |
Non-qualified deferred compensation plan that ensures participants in the Retirement Plan receive an aggregate retirement benefit that would have been received if not for certain limitations under applicable tax law.
|
Healthcare and Other Benefits. NEOs receive the same healthcare benefits as other employees. We provide a benefits package for employees (including NEOs) and their dependents, portions of which may be paid for by the employee. Benefits include: life, accidental death and dismemberment, health (including prescription drug), dental, vision, and disability insurance; dependent and healthcare reimbursement accounts; tuition reimbursement; paid time-off; holidays; and a matching gifts program for charitable contributions.
Perquisites. Consistent with our pay-for-performance philosophy, we limit executive perquisites. Perquisites are an additional form of income to the NEOs, as shown in the Summary Compensation Table, and the NEOs are individually responsible for any taxes related to this income. The Compensation/Succession Committee allows our Chairman and CEO to have access to the aircraft for personal use for security and efficiency reasons. Use of the company-owned aircraft by other NEOs is by exception only. See the notes to the Summary Compensation Table for a description of other perquisites provided to the NEOs.
ADM Proxy Statement 2019 | 29 |
Compensation Discussion and Analysis
Section 3 Executive Compensation Best Practices
Section 3 Executive Compensation Best Practices
We annually review all elements of NEO pay and, where appropriate for our business and talent objectives and our stockholders, may make changes to incorporate and maintain current best practices. The following table provides a summary of what we do and what we dont do.
What We Do | What We Dont 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 NoEmployment Contracts/Agreements: We do not have an employment contract with any executive officer
| |
✓ MultiplePerformance Metrics: We use performance measures including Adjusted EBITDA and Adjusted ROIC and strategic company goals for revenue growth, savings, and improvements in targeted businesses for annual cash incentives, as well as multi-year vesting or measurement periods |
X NoDividends Paid on Unvested Performance Awards: We do not pay dividends on unvested performance-based awards
| |
✓ AggressiveStock Ownership and Retention Requirements: We have stock ownership and retention requirements for our NEOs; no sales can be made until guidelines are met.
|
X NoHedging: We prohibit NEOs from engaging in hedging transactions with company common stock
| |
✓ Compensation-RelatedRisk Review: The Compensation/Succession Committee regularly reviews compensation-related risks, with the assistance of independent consultants, to confirm that any such risks are not reasonably likely to have a material adverse effect on the company
|
X NoRepricing or Buyouts of Stock Options: Our equity plan prohibits repricing or buyouts of underwater stock options
| |
✓ ClawbackPolicy: The company has a policy to recover previously paid cash and equity-based incentive compensation from executives in the event of a financial restatement, ethical misconduct, or other specified circumstances
|
X NoGross Up of Excise Tax Payments: We do not allow gross up of excise tax payments
| |
✓ Useof Independent Compensation Consultant: The Compensation/Succession Committee retains an independent compensation consulting firm that performs no other consulting services for the company and has no conflicts of interest
|
X NoExcessive Executive Perks: With the exception of certain benefits provided under our expatriate program, executive perquisites are limited to executive physicals, limited personal use of the company aircraft, and company-provided life insurance
| |
✓ RegularReview of Proxy Advisor Policies and Corporate Governance Best Practices: The Compensation/Succession Committee regularly considers proxy advisor and corporate governance best practices as they relate to our executive compensation programs
|
X NoExcessive Pledging: We prohibit executives from pledging company securities if they have not met stock ownership guidelines, and we require our executives to obtain approval from our General Counsel before pledging company securities
| |
✓ Performance-BasedEquity Awards: 50% of an executives annual LTI award opportunity is delivered in PSUs that may be earned only if the company achieves TSR, Adjusted ROIC and Adjusted EBITDA goals over a prospective three-year measurement period.
|
||
✓ DoubleTrigger: Double trigger accelerated vesting of equity awards applied for a change in control
|
||
✓ PeerGroup: We use the S&P 100 Industrials as a peer group to emphasize a broader representative comparative group (and avoid cherry picking), and to recognize how we recruit talent from a wide spectrum of organizations
|
30 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 4 Oversight of Executive Compensation
32 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 5 2018 Executive Compensation
Section 5 2018 Executive Compensation
This Compensation Discussion and Analysis describes the compensation of the following named executive officers, or NEOs:
Name |
Title | |
J. R. Luciano |
Chairman, Chief Executive Officer and President (Chairman and CEO) | |
R. G. Young |
Executive Vice President and Chief Financial Officer (CFO) | |
C. M. Cuddy |
Senior Vice President and President, Carbohydrate Solutions | |
G. A. Morris |
Senior Vice President and President, Oilseeds | |
J. D. Taets |
Senior Vice President and President, Global Business Readiness (as of March 19, 2018); Senior Vice President and President, Ag Services (prior to March 19, 2018) |
Of the total direct compensation that we consider attributable to 2018 performance, the companys NEOs received, on average, 88% of actual total direct compensation in variable pay and 60% of actual total direct compensation in equity awards for 2018. Although the Compensation/Succession Committee has not adopted a policy for allocating the various elements of total direct compensation, we do place greater emphasis on variable pay for executives with more significant responsibilities, reflecting their greater capacity to affect the companys performance and results. For these purposes, we consider the base salary paid in 2018, the annual cash incentive earned in 2018 (paid in early 2019), and the award value of equity granted early in 2018 with a look at performance from 2018 to 2020. The equity award value represents the dollar amount of such awards as approved by the Compensation/Succession Committee.
The charts below present the mix of actual total direct compensation attributed to 2018 performance.
INDIVIDUAL COMPENSATION DECISIONS
The Compensation/Succession Committee reviews the total compensation of our NEOs annually. Any changes to base salary, annual incentives, and long-term incentives are based on competitiveness versus the external market, individual performance, internal equity, and the Committees informed judgment as described in Section 4 Oversight of Executive Compensation.
ADM Proxy Statement 2019 | 33 |
Compensation Discussion and Analysis
Section 5 2018 Executive Compensation
The following tables summarize compensation decisions made by the Compensation/Succession Committee with respect to each of the NEOs. Details regarding our compensation programs and related decisions may be found following the summaries for the executives. Due to timing differences in measuring the companys equity award approval and grant date fair value, the equity award amounts presented in the Summary Compensation Table may differ slightly from those set forth below.
MR. LUCIANO | |||
Component |
Pay Decisions | ||
Base Salary |
In 2018, Mr. Lucianos base salary remained unchanged. | ||
Annual Cash Incentive |
Mr. Lucianos target annual cash incentive opportunity for 2018 was $2,600,000, or 200% of his base salary.
For 2018, the Compensation/Succession Committee elected to award Mr. Luciano an individual performance percentage of 45%.
Mr. Lucianos actual 2018 cash award was $5,020,600, or 386% of his base salary, paid in Q1 2019.
Key accomplishments included:
Delivered strong financial performance of Adjusted EBITDA of $3.634 billion, a 19% increase over 2017; delivered Adjusted EPS up 44% over last year; operating cash flow up 40% over last year; and Adjusted ROIC of 8.3%, 205 basis points above WACC.
Executed key elements of our strategy, including Readiness efforts focused on continued process improvements across the organization, enhancements to our diversity and inclusion initiatives and industry leadership.
Drove continued transformation of the business portfolio by executing key M&A plans.
Continued year-over-year safety improvements. | ||
Long-Term Incentives(1) |
In February 2018, Mr. Luciano received a LTI grant of $12,000,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.
| ||
MR. YOUNG | |||
Component |
Pay Decisions | ||
Base Salary |
In 2018, Mr. Youngs base salary remained unchanged. | ||
Annual Cash Incentive |
Mr. Youngs target annual cash incentive opportunity for 2018 was $1,125,000, or 136% of his base salary.
For 2018, the Compensation/Succession Committee elected to award Mr. Young an individual performance percentage of 45%.
Mr. Youngs actual 2018 cash award was $2,172,375, or 263% of his base salary, paid in Q1 2019.
Key accomplishments included:
Effective execution of the balanced capital allocation framework, which included funding significant acquisitions closed in 2018 and beginning of 2019, while maintaining a strong balance sheet.
Strong liability management which included significant long-term debt issuances at historic low coupon rates, as well as significant actions to de-risk pension plans.
Strong cost controls on core central staffs with important advances on centralization and process improvements leveraging the Readiness program.
Executive champion of businesses targeted for improvements, with overall aggregate improvements for the year meeting target levels. | ||
Long-Term Incentives(1) |
In February 2018, Mr. Young received a LTI grant of $4,050,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.
|
34 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 5 2018 Executive Compensation
MR. CUDDY | |||
Component |
Pay Decisions | ||
Base Salary |
In 2018 Mr. Cuddys salary was $600,000. | ||
Annual Cash Incentive |
Mr. Cuddys target annual cash incentive opportunity for 2018 was $600,000, or 100% of his base salary.
For 2018, the Compensation/Succession Committee elected to award Mr. Cuddy an individual performance percentage of 35%.
Mr. Cuddys actual 2018 cash award was $1,098,600, or 183% of his base salary, paid in Q1 2019.
Key accomplishments included:
Successfully integrated ADM Wheat Milling with ADM Corn Processing into a newly formed Business Unit, Carbohydrate Solutions.
Delivered on strategy of diversifying geography and feedstocks through a joint venture with Aston Foods, a processor of corn in Russia, and integrated Chamtor, a wheat starch business in France.
Grew specialty starches and sweeteners business with new partnership in tapioca starches and new low sugar glucose production.
Outperformed industry replacement margins in ethanol through aggressive cost savings in ethanol dry mills and strong procurement performance in corn. | ||
Long-Term Incentives(1) |
In February 2018, Mr. Cuddy received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.
| ||
MR. MORRIS | |||
Component |
Pay Decisions | ||
Base Salary |
In 2018, Mr. Morriss base salary remained unchanged. | ||
Annual Cash Incentive |
Mr. Morriss target annual cash incentive opportunity for 2018 was $650,000, or 100% of his base salary.
For 2018, the Compensation/Succession Committee elected to award Mr. Morris an individual performance percentage of 45% based on performance against target business plan results.
Mr. Morriss actual 2018 cash award was $1,255,150, or 193% of his base salary, paid in Q1 2019.
Key accomplishments included:
Processed a record volume of Oilseeds globally to meet an environment of strong global demand.
Delivered record operating profits for Oilseeds globally, after accounting for strategic divestitures, including actions to significantly improve the South American Oilseeds business.
Effectively managed the portfolio to create value through executing specific acquisitions and divestitures, as well as organic growth projects in the value-added businesses.
Developed a strategic framework to advance diversity and inclusion efforts, as executive diversity and inclusion champion. | ||
Long-Term Incentives(1) |
In February 2018, Mr. Morris received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.
|
ADM Proxy Statement 2019 | 35 |
Compensation Discussion and Analysis
Section 5 2018 Executive Compensation
MR. TAETS | |||
Component |
Pay Decisions | ||
Base Salary |
In 2018, Mr. Taetss base salary remained unchanged. | ||
Annual Cash Incentive |
Mr. Taetss target annual cash incentive opportunity for 2018 was $700,000, or 100% of his base salary.
For 2018, the Compensation/Succession Committee elected to award Mr. Taets an individual performance percentage of 45%.
Mr. Taetss actual 2018 cash award was $1,351,700, or 193% of his base salary, paid in Q1 2019.
Key accomplishments included:
Helped launch and lead the enterprise-wide global Readiness efforts that provides a structure for continuous and on-going improvements in processes and execution.
Through Readiness, identified thousands of initiatives to standardize, centralize and digitize how we do business. Analyzed and prioritized those initiatives, which will allow us to generate more than $1 billion of run rate benefits by the end of 2020.
Delivered 120 Readiness efforts by end of 2018, generating $300 million in run-rate cost savings and benefits.
Drove strategy and actions that resulted in 18th consecutive year of reducing recordable injuries, with December 2018 being our safest month ever, as enterprise executive safety champion. | ||
Long-Term Incentives(1) |
In February 2018, Mr. Taets received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% RSUs at the market equity award level.
|
(1) The award value of LTI represents the dollar amount of such awards as approved by the Compensation/Succession Committee, and differs from the grant date fair value of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table because of timing differences in the valuation methodologies used.
2018 ANNUAL CASH INCENTIVES
Annual cash incentives are determined by the degree to which company financial performance expectations are achieved and the Compensation/Succession Committees independent assessment of the companys performance as well as the individual performance of the NEO, which makes up 25% of the annual cash bonus target. This outcome may then be adjusted within a range of 25% to +25% based on the Compensation/Succession Committees assessment of individual and group performance. For 2018 annual cash incentive payout, the biodiesel blenders tax credit the company recognized in 2017 was deducted from the 2018 performance compensation calculations so as not to double count the effects of such credit in 2018. The formula used to calculate an annual cash incentive payout for NEOs can be expressed as follows:
Company Performance Payout Percentage (75%) + Individual Performance Percentage (25%) = Overall Payout Percentage
4.4% of Adjusted EBITDA Above $1.3B (Dividends & Interest) = $97.3M 2018 Actual Adj. EBITDA= $3.511B ($3.511B-$1.3B) x 4.4% = $97.3M ROIC Factor 1.1 = Adj. ROIC = WACC+2% 1.0 = Adj. ROIC = WACC 0.9 = Adj. ROIC = WACC-2% ROIC Factor = 1.0825 WACC = 6.25%; ROIC = 7.9% Bonus Pool $105.3M $97.3M x 1.0825 Total Challenge Award Level(1) $53.36M Full Bonus Payments at Target Company Payout % 197.4% 75% Company Performance = 148.1% 197.4% x 75% [G] Individual Payout %(2) 25% Overall Cash Bonus Payout % 173.1% 148.1% + 25%
(1) Total Challenge Award Level is defined as full bonus payments at target.
(2) For illustrative purposes, a 25% individual performance percentage is used. Individual performance may vary by NEO by +/- 25% based on the Compensation/Succession Committees assessment of individual performance and contribution to the companys success.
INDIVIDUAL PERFORMANCE COMPONENTS
Based on business results and the economic environment for 2018 performance, the Compensation/Succession Committee elected to award the Chairman and CEO a 45% individual performance percentage based on accomplishments described above. The Compensation/Succession Committee incorporated its and the full boards assessment of the Chairman and CEOs performance and full company performance when approving Mr. Lucianos individual performance percentage. Mr. Young, Mr. Taets and Mr. Morris also received an individual
36 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 5 2018 Executive Compensation
performance percentage of 45%, in recognition of their performance against individual and company goals described above. Mr. Cuddy received an individual performance percentage of 35% in recognition of his performance against individual and company goals described above. Individual performance can range from 0% to 50% based upon performance against goals for the year. The 25% individual performance percentage is used for target performance. Our leaders are responsible for driving performance company-wide and their individual performance rating is a result of their performance for the year.
THE RESULTING ANNUAL CASH INCENTIVE FOR EACH NEO
The purpose of the annual cash incentive program is to reward performance based on the achievement of company, business, and individual objectives. At the start of each fiscal year, the Compensation/Succession Committee approves minimum, target, and maximum annual cash incentive levels for each NEO. Target annual cash incentive levels are expressed as a percentage of salary. Based on company and individual performance, annual cash incentive payouts can range between 0% and 200% of the target annual cash incentive. Based on the determination of the company and individual performance factors as described above, each NEO, excluding Mr. Cuddy, received an annual cash incentive for 2018, payable in Q1 of 2019, equal to 193.1% (197.4% company performance making up 75% of the total annual cash incentive award plus individual award amounts of 45%) of his respective target annual cash incentive. Mr. Cuddy received an annual cash incentive equal to 183.1% of his total target based upon 35% individual performance.
Executive |
Target Cash Incentive Opportunity (% of Salary) |
Minimum Cash Incentive Opportunity |
Target Cash Incentive Opportunity |
Maximum Cash Incentive Opportunity |
Actual FY2018 Cash Award | ||||||||||||||||||||
J. R. Luciano |
200% |
$0 |
$2,600,000 |
$5,200,000 |
$5,020,600 | ||||||||||||||||||||
R. G. Young |
136% |
$0 |
$1,125,000 |
$2,250,000 |
$2,172,375 | ||||||||||||||||||||
C. M. Cuddy |
100% |
$0 |
$600,000 |
$1,200,000 |
$1,098,600 | ||||||||||||||||||||
G. A. Morris |
100% |
$0 |
$650,000 |
$1,300,000 |
$1,255,150 | ||||||||||||||||||||
J. D. Taets |
100% |
$0 |
$700,000 |
$1,400,000 |
$1,351,700 |
EQUITY-BASED LONG-TERM INCENTIVES & HOW THEY WERE DETERMINED FOR 2018
The companys LTI Program aligns the interests of executives with those of stockholders by rewarding the achievement of long-term stockholder value, supporting stock ownership, and encouraging long-term service with the company. In the following sections, we discuss the process for determining equity grants delivered under the companys LTI Program.
In terms of grant size and grant form, the companys LTI awards in 2017 transitioned from awards based upon a historical review of past performance to awards based on the results of forward-looking metrics measured over a three-year performance period. Our LTI awards consist of performance share units (PSUs) and restricted stock units (RSUs) with three-year vesting. The overall LTI award value was allocated 50% to PSUs and 50% to RSUs. The transition to the forward-looking LTI program was made to better align our equity program with market practice and strengthen the focus of our equity program on growth and future value creation for shareholders. The February 2018 grants appear in the Grants of Plan-Based Awards table and are reflected in the Summary Compensation Table information for FY2018.
Long-Term Incentive (Granted in February 2018) | ||||||
Executive |
Minimum Award |
Market Equity Award Target |
Actual FY2018 Equity Award(1) | |||
J. R. Luciano |
$0 |
$11,500,000 |
$12,000,000 | |||
R. G. Young |
$0 |
$3,925,783 |
$4,050,000 | |||
C. M. Cuddy |
$0 |
$2,600,000 |
$2,800,000 | |||
G. A. Morris |
$0 |
$2,800,000 |
$2,800,000 | |||
J. D. Taets |
$0 |
$2,800,000 |
$2,800,000 |
(1) Dollar value of the awards as approved by the Compensation/Succession Committee, which differ from the grant date fair values as discussed previously.
ADM Proxy Statement 2019 | 37 |
Compensation Discussion and Analysis
Section 5 2018 Executive Compensation
Terms of the companys equity awards granted in February 2018 generally are as follows:
| PSUs will vest in three years if the company achieves certain performance goals over a three-year performance period (2018 2020). Payout can range for 0% to 200% and fluctuate based upon share price. The 2018 PSU metrics are: (i) the companys relative TSR as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the company achieves specified Adjusted ROIC goals (25% weighting), and (iii) the degree to which the companys Adjusted EBITDA for 2018 2020 exceeds its specified cumulative Adjusted EBITDA goals for the same period (50% weighting). Before the PSU can pay out, the companys cumulative Adjusted EBITDA for the period 2018 2020 must exceed a specific threshold amount. If this does not occur, there will be no payout for the other metrics. |
| RSUs typically vest three years after the date of grant. |
| Upon the death of the executive, RSUs granted under the LTI Program vest immediately and PSUs will vest based on actual performance during the truncated performance period and on a pro rata basis based on the target number of units for the year following the truncated performance period. RSUs and PSUs continue to vest if the executive leaves the company because of disability or retirement (age 55 or greater with 10 or more years of service). A detailed description of the change-in-control provisions is contained in Section 8 below. For grants issued in 2012 and subsequent years, award agreements include forfeiture and clawback provisions as described in Section 8. |
OUR POLICY FOR WHEN GRANTS ARE MADE
The Compensation/Succession Committee grants all equity awards to NEOs, and no attempt is made to time the granting of these awards in relation to the release of material, non-public information. The exercise price of all stock options is set at fair market value on the grant date. Under the 2009 Incentive Compensation Plan, fair market value is the closing market price of the companys common stock on the last trading day prior to the date of grant. The Compensation/Succession Committee meets during the first fiscal quarter of each fiscal year and determines the annual equity awards granted to NEOs. These awards are issued promptly following the date of the Compensation/Succession Committees meeting and approval. In addition to annual awards, the NEOs may receive awards when they join the company or change their job status, including promotions.
38 | ADM Proxy Statement 2019 |
Compensation Discussion and Analysis
Section 6 Peer Group
The Compensation/Succession Committee utilizes the S&P 100 Industrial Index as a peer group to evaluate whether executive officer pay levels are aligned with performance on a relative basis. We believe the larger peer group is the most relative peer group for ADM because we compete for talent across a wide range of industries. The difference between ADMs relative revenue and ADMs relative market cap is one of the reasons why we use a larger peer group than other companies. We use the S&P 100 Industrials as a peer group to emphasize a broader representative market peer group to ensure a wide spectrum of compensation levels are reviewed to arrive at our NEO compensation.
* denotes one of two companies with two classes of stock included in the S&P 100 Industrials Index.
denotes our company.
ADM Proxy Statement 2019 | 39 |
Compensation Discussion and Analysis
Section 8 Governance Features of Our Executive Compensation Programs
42 | ADM Proxy Statement 2019 |
The following table summarizes the compensation for the fiscal years noted in the table of our named executive officers.
Name and Principal Position |
Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(3) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
All Other Compensation ($)(5) |
Total ($) | |||||||||
J. R. LUCIANO Chairman, CEO and President |
2018 | 1,300,008 | | 13,204,353 | | 5,020,600 | 33,918 | 78,655 | 19,637,534 | |||||||||
2017 | 1,300,008 | | 12,166,416 | | 2,251,600 | 76,179 | 80,852 | 15,875,055 | ||||||||||
2016 | 1,283,340 | | 5,312,218 | 5,279,331 | 1,939,600 | 49,419 | 148,708 | 14,012,616 | ||||||||||
R. G. YOUNG Executive Vice President and CFO |
2018 | 825,048 | 4,456,512 | | 2,172,375 | 19,233 | 24,204 | 7,497,372 | ||||||||||
2017 | 825,048 | 4,153,349 | | 921,856 | 53,260 | 25,454 | 5,978,967 | |||||||||||
2016 | 825,048 | | 1,979,220 | 1,966,968 | 794,116 | 32,419 | 23,152 | 5,620,923 | ||||||||||
C. M. CUDDY(6) Senior Vice President and |
2018 | 600,000 | | 3,081,073 | | 1,098,600 | 7,158 | 20,907 | 4,807,738 | |||||||||
President, Carbohydrate Solutions |
||||||||||||||||||
G. A. MORRIS(7) Senior Vice President and President, Oilseeds |
2018 | 650,004 | | 3,081,073 | | 1,255,150 | 27,574 | 21,082 | 5,034,883 | |||||||||
2017 | 650,004 | | 2,327,537 | | 530,400 | 393,998 | 21,132 | 3,923,071 | ||||||||||
2016 | 650,004 | 640,000 | 637,487 | 633,520 | 484,900 | 284,727 | 15,360 | 3,345,998 | ||||||||||
J. D. TAETS |
2018 | 700,008 | | 3,081,073 | | 1,351,700 | (194,918) | 1,654,244 | 6,592,107 | |||||||||
Senior Vice President |
2017 | 700,008 | | 2,962,263 | | 571,200 | 561,951 | 27,743 | 4,823,165 | |||||||||
and President, Global |
2016 | 700,008 | | 796,851 | 791,901 | 487,200 | 480,578 | 523,219 | 3,779,757 |
(1) Stock awards in 2018 consisted of restricted stock unit (RSU) awards and performance share unit (PSU) awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2018, 2017, and 2016 and of the target level of the PSU awards for fiscal years 2017 and 2018. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal years ended December 31, 2018, December 31, 2017, and December 31, 2016. The grant date fair value of the 2018 RSUs and the grant date fair value of the 2018 PSUs if target performance and maximum performance is achieved are as follows:
PSUs | ||||||
Name |
RSUs |
Target |
Maximum | |||
J. R. Luciano |
$6,375,041 |
$6,829,312 |
$13,658,624 | |||
R. G. Young |
$2,151,597 |
$2,304,915 |
$4,609,830 | |||
C. M. Cuddy |
$1,487,537 |
$1,593,536 |
$3,187,072 | |||
G. A. Morris |
$1,487,537 |
$1,593,536 |
$3,187,072 | |||
J. D. Taets |
$1,487,537 |
$1,593,536 |
$3,187,072 |
(2) The amounts reported in this column represent the aggregate grant date fair value of the option awards for fiscal year 2016. No options were issued in 2017 or 2018. We calculated these amounts in accordance with the provisions of FASB ASC Topic 718 utilizing the assumptions discussed in Note 11 to our financial statements for the fiscal year ended December 31, 2016.
(3) The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid shortly after the close of the applicable fiscal period.
(4) The amounts reported in this column for 2018 represents the aggregate change in actuarial present value of each NEOs accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2017 to December 31, 2018, 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, 2018 were an interest rate of 4.44% for the ADM Retirement Plan, an interest rate of 4.27% for the ADM Supplemental Retirement Plan, and mortality was determined using the RP2014 mortality table, with a white collar adjustment, projected generationally using Scale MP-2018. The assumptions used to value pension liabilities on December 31, 2017 were an interest rate of 3.73% for the ADM Retirement Plan, an interest rate of 3.61% for the ADM Supplemental Retirement Plan, and mortality was determined using the RP2014 mortality table, with a white collar adjustment, projected generationally using Scale MP-2017.
(5) The amounts reported in this column for 2018 include costs for personal use of company aircraft, imputed value of company-provided life insurance, costs for executive healthcare services, spousal travel and lodging, company contributions under the 401(k) and ESOP, charitable gifts pursuant to the companys matching charitable gift program which is available to substantially all full-time employees and non-employee directors, and, for Mr. Taets, certain expenses related to his overseas assignment as well as foreign tax payments and tax gross up related to the same. Specific perquisites and other items applicable to each NEO listed are identified below by an X. Where a perquisite or benefit exceeded $10,000 for an individual, the dollar amount is given.
ADM Proxy Statement 2019 | 43 |
Executive Compensation
Grants of Plan-Based Awards During Fiscal Year 2018
NEO |
Personal Aircraft Use |
Expatriate Expenses(a) |
Expatriate Tax & Gross-Up Expense(b) |
Imputed Value of |
Executive Healthcare Services |
Spousal Travel & Lodging |
Matching Charitable Gifts |
401(k) Company | ||||||||
J. R. Luciano |
$56,750 | X | X | $750 | $13,750 | |||||||||||
R. G. Young |
X | X | $5,000 | $13,750 | ||||||||||||
C. M. Cuddy |
X | X | X | $5,000 | $13,750 | |||||||||||
G. A. Morris |
X | X | $4,800 | $13,750 | ||||||||||||
J. D. Taets |
$11,029 | $1,626,346 | X | X | X | $100 | $13,750 |
(a) | Mr. Taets expenses related to his overseas assignment included a $10,029 moving expense and a $1,000 foreign tax preparation expense. |
(b) | Mr. Taets taxation related expenses related to his overseas assignment included $965,622 for net payment of certain foreign taxes and $660,724 for tax gross ups relating to the same tax payment as well as his overseas moving expenses. |
(6) Mr. Cuddy first became an NEO in 2018.
(7) Mr. Morris first became an NEO in 2016. The additional cash award of $640,000 paid in March of 2017 was in recognition of his efforts in connection with the integration of WFSI during 2015 and 2016.
(8) Mr. Taets title changed on March 19, 2018. Prior to March 19, 2018, Mr. Taets was our Senior Vice President and President, Ag Services.
Aggregate incremental cost to our company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to items such as executive healthcare services and relocation expenses, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-owned aircraft, incremental cost is based solely on the cost per hour to the company to operate the aircraft, and does not include fixed costs that do not change based on usage, such as purchase costs of the aircraft and non-trip-related hangar expenses. Our direct operating cost per hour of an aircraft is based on the actual costs of fuel, on-board catering, aircraft maintenance, landing fees, trip-related hangar and parking costs, and smaller variable costs, divided by the number of hours the aircraft was operated during the year.
GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2018
The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2018.
Estimated Future Payouts Under |
Estimated Future Payouts Under |
All Other Stock Awards: Number of Shares of |
Grant Date Fair Value of Stock and Option | |||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
Stock or Units(#) |
Awards ($)(1) | |||||||||
J. R. LUCIANO |
||||||||||||||||||
Annual Cash Incentive Plan Award |
2,600,000 | 5,200,000 | ||||||||||||||||
Performance Share Unit Award |
2/15/18 | 0 | 152,440 | 304,880 | 6,829,312 | |||||||||||||
Restricted Stock Unit Award |
2/15/18 | 152,440 | 6,375,041 | |||||||||||||||
R. G. YOUNG |
||||||||||||||||||
Annual Cash Incentive Plan Award |
1,125,000 | 2,250,000 | ||||||||||||||||
Performance Share Unit Award |
2/15/18 | 0 | 51,449 | 102,898 | 2,304,915 | |||||||||||||
Restricted Stock Unit Award |
2/15/18 | 51,449 | 2,151,597 | |||||||||||||||
C. M. CUDDY |
||||||||||||||||||
Annual Cash Incentive Plan Award |
600,000 | 1,200,000 | ||||||||||||||||
Performance Share Unit Award |
2/15/18 | 0 | 35,570 | 71,140 | 1,593,536 | |||||||||||||
Restricted Stock Unit Award |
2/15/18 | 35,570 | 1,487,537 | |||||||||||||||
G. A. MORRIS |
||||||||||||||||||
Annual Cash Incentive Plan Award |
650,000 | 1,300,000 | ||||||||||||||||
Performance Share Unit Award |
2/15/18 | 0 | 35,570 | 71,140 | 1,593,536 | |||||||||||||
Restricted Stock Unit Award |
2/15/18 | 35,570 | 1,487,537 | |||||||||||||||
J. D. TAETS |
||||||||||||||||||
Annual Cash Incentive Plan Award |
700,000 | 1,400,000 | ||||||||||||||||
Performance Share Unit Award |
2/15/18 | 0 | 35,570 | 71,140 | 1,593,536 | |||||||||||||
Restricted Stock Unit Award |
2/15/18 | 35,570 | 1,487,537 |
(1) The grant date fair value is generally the amount the company would expense in its financial statements over the awards service period under FASB ASC Topic 718. With respect to the PSUs the value represents the probable outcome of the performance condition using target payout levels. See Footnote 1 to the Summary Compensation Table for additional detail.
44 | ADM Proxy Statement 2019 |
Executive Compensation
Grants of Plan-Based Awards During Fiscal Year 2018
All of the awards in the table above were granted under our 2009 Incentive Compensation Plan. The awards shown in the columns designated Estimated Future Payouts Under Non-Equity Incentive Plan Awards were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. See Compensation Discussion and Analysis Section 5 2018 Executive Compensation 2018 Annual Cash Incentives for more information about our annual cash incentive plan.
The awards shown in the column designated Estimated Future Payouts Under Equity Incentive Plan Awards in the table above are PSU awards and vest in three years if the company achieves certain performance goals over a three-year performance period (2018 2020). The 2018 PSU metrics are: (i) the companys relative TSR as compared to the companies in the S&P 100 Industrials Index (25% weighting), (ii) the degree to which the company achieves specified Adjusted ROIC goals (25% weighting), and (iii) the degree to which the companys Adjusted EBITDA for 2018 2020 exceeds its specified cumulative Adjusted EBITDA goals for the same period (50% weighting). Before the PSU can pay out, the companys cumulative Adjusted EBITDA must exceed a certain threshold. If this does not occur, there will be no payout for the other metrics.
All of the awards shown in the All Other Stock Awards column in the table above are RSUs awards and vest in full three years after the date of the grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally.
The 2018 RSU and PSU awards are subject to double trigger accelerated vesting and payout upon a change in control only if the award recipients 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 2018 RSU awards will vest in full immediately, and the 2018 PSU awards will vest based on actual performance during the truncated performance period and on a pro rata basis based on a target number of units for the year following the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full while the vesting of the PSU awards will accelerate in the manner described in the preceding sentence. If an award recipients employment ends as a result of disability or retirement, both the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipients 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 recipients employment is terminated for cause, or if the recipient breaches a non-competition, non-solicitation, or confidentiality restriction or participates in an activity deemed by us to be detrimental to our company, the recipients unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares fair market value as of the date they were issued.
The impact of a termination of employment or change-in-control of our company on RSU and PSU awards held by our named executive officers is quantified in the Termination of Employment and Change-in-Control Arrangements section below.
ADM Proxy Statement 2019 | 45 |
Executive Compensation
Outstanding Equity Awards at Fiscal Year 2018 Year-End
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR 2018 YEAR-END
The following table summarizes information regarding unexercised stock options and unvested restricted stock awards for the named executive officers as of December 31, 2018.
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 | 372,439 | 558,660 | 33.18 | 2-11-2026 | |||||||||||||||||||||
2-12-2015 | 194,892 | 129,929 | 46.92 | 2-12-2025 | ||||||||||||||||||||||
2-13-2014 | 187,624 | 46,907 | 40.65 | 2-13-2024 | ||||||||||||||||||||||
2-21-2013 | 51,664 | | 32.50 | 2-21-2023 | ||||||||||||||||||||||
8-16-2012 | 216,585 | | 26.25 | 8-16-2022 | ||||||||||||||||||||||
8-11-2011 | 194,014 | | 26.17 | 8-11-2021 | 449,939 | 18,434,001 | 289,836 | 11,874,581 | ||||||||||||||||||
R. G. YOUNG |
2-11-2016 | 138,763 | 208,145 | 33.18 | 2-11-2026 | |||||||||||||||||||||
2-12-2015 | 128,901 | 85,935 | 46.92 | 2-12-2025 | ||||||||||||||||||||||
2-13-2014 | 147,704 | 36,927 | 40.65 | 2-13-2024 | ||||||||||||||||||||||
2-21-2013 | 31,503 | | 32.50 | 2-21-2023 | ||||||||||||||||||||||
8-16-2012 | 123,763 | | 26.25 | 8-16-2022 | ||||||||||||||||||||||
8-11-2011 | 80,377 | | 26.17 | 8-11-2021 | 158,004 | 6,473,424 | 98,353 | 4,029,522 | ||||||||||||||||||
C. M. CUDDY |
2-11-2016 | 44,692 | 67,040 | 33.18 | 2-11-2026 | |||||||||||||||||||||
8-16-2012 | 2,857 | | 26.25 | 8-16-2022 | ||||||||||||||||||||||
8-11-2011 | 1,464 | | 26.17 | 8-11-2021 | ||||||||||||||||||||||
8-19-2010 | 465 | | 30.71 | 8-19-2020 | 79,037 | 3,238,146 | 59,824 | 2,450,989 | ||||||||||||||||||
G. A. MORRIS |
2-11-2016 | 44,692 | 67,040 | 33.18 | 2-11-2026 | |||||||||||||||||||||
2-12-2015 | 16,827 | 11,219 | 46.92 | 2-12-2025 | ||||||||||||||||||||||
8-16-2012 | 5,263 | | 26.25 | 8-16-2022 | ||||||||||||||||||||||
8-11-2011 | 4,491 | | 26.17 | 8-11-2021 | ||||||||||||||||||||||
8-19-2010 | 3,114 | | 30.71 | 8-19-2020 | ||||||||||||||||||||||
9-10-2009 | 2,279 | | 28.70 | 9-10-2019 | 81,068 | 3,321,356 | 61,855 | 2,534,199 | ||||||||||||||||||
J. D. TAETS |
2-11-2016 | 55,866 | 83,799 | 33.18 | 2-11-2026 | |||||||||||||||||||||
2-12-2015 | 45,445 | 30,298 | 46.92 | 2-12-2025 | ||||||||||||||||||||||
2-13-2014 | 56,228 | 14,057 | 40.65 | 2-13-2024 | ||||||||||||||||||||||
2-21-2013 | 13,861 | | 32.50 | 2-21-2023 | ||||||||||||||||||||||
8-16-2012 | 52,909 | | 26.25 | 8-16-2022 | ||||||||||||||||||||||
8-11-2011 | 13,305 | | 26.17 | 8-11-2021 | ||||||||||||||||||||||
8-19-2010 | 6,781 | | 30.71 | 8-19-2020 | 93,039 | 3,811,808 | 69,023 | 2,827,872 |
(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.
46 | ADM Proxy Statement 2019 |
Executive Compensation
Option Exercises and Stock Vested During Fiscal Year 2018
(2) The RSUs reported in this column vest on the dates and in the amounts set forth below.
Restricted Stock Units Vesting On: | ||||||
Name |
2/11/19 | 2/16/20 | 2/15/21 | |||
J. R. Luciano |
160,103 |
137,396 |
152,440 | |||
R. G. Young |
59,651 |
46,904 |
51,449 | |||
C. M. Cuddy |
19,213 |
24,254 |
35,570 | |||
G. A. Morris |
19,213 |
26,285 |
35,570 | |||
J. D. Taets |
24,016 |
33,453 |
35,570 |
(3) Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 31, 2018, which was $40.97.
(4) The PSUs reported in this column represent 2017 and 2018 PSU awards that each will vest at the end of the three-year performance period. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation/Succession Committee measuring relative TSR, Adjusted EBITDA, and Adjusted ROIC. The amount of PSU units shown is the target number of units that could be earned and paid out in shares. The company did not assign a threshold unit amount to the 2017 or 2018 PSU awards.
Performance Stock Units: | ||||
Name |
Performance Period 1/1/17 to 12/31/19 |
Performance Period 1/1/18 to 12/31/20 | ||
J. R. Luciano |
137,396 |
152,440 | ||
R. G. Young |
46,904 |
51,449 | ||
C. M. Cuddy |
24,254 |
35,570 | ||
G. A. Morris |
26,285 |
35,570 | ||
J. D. Taets |
33,453 |
35,570 |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2018
The following table summarizes information regarding stock options exercised by the named executive officers during the fiscal year ended December 31, 2018 and restricted stock unit awards to the named executive officers that vested during that same period.
OPTION AWARDS | STOCK AWARDS | |||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($)(1) |
Number of Shares Acquired On Vesting (#) |
Value Realized on Vesting ($)(2) | ||||
J. R. LUCIANO |
71,864 |
2,981,637 | ||||||
R. G. YOUNG |
47,531 |
1,972,061 | ||||||
C. M. CUDDY |
21,996 |
1,016,681 | ||||||
G. A. MORRIS |
20,383 |
949,757 | ||||||
J. D. TAETS |
5,624 |
107,978 |
30,936 |
1,387,601 |
(1) Represents the difference between the market value of the shares acquired upon exercise (calculated using the sale price of the shares on the NYSE on the date preceding the exercise date) and the aggregate exercise price of the shares acquired.
(2) Represents the market value of the shares issued in settlement of RSU awards on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date.
ADM Proxy Statement 2019 | 47 |
Executive Compensation
Pension Benefits
The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2018.
Name |
Plan Name | Number of Years Credited Service (#)(1) |
Present Value of Accumulated Benefit ($)(2) |
Payments During Last Fiscal Year ($) | ||||
J. R. LUCIANO |
ADM Retirement Plan |
8 |
72,122 |
0 | ||||
ADM Supplemental Retirement Plan |
8 |
231,831 |
0 | |||||
R. G. YOUNG |
ADM Retirement Plan |
8 |
75,959 |
0 | ||||
ADM Supplemental Retirement Plan |
8 |
152,159 |
0 | |||||
C. M. CUDDY |
ADM Retirement Plan |
21 |
464,559 |
0 | ||||
ADM Supplemental Retirement Plan |
21 |
553,141 |
0 | |||||
G. A. MORRIS |
ADM Retirement Plan |
24 |
590,779 |
0 | ||||
ADM Supplemental Retirement Plan |
24 |
855,200 |
0 | |||||
J. D. TAETS |
ADM Retirement Plan |
31 |
986,482 |
0 | ||||
ADM Supplemental Retirement Plan |
31 |
1,879,355 |
0 |
(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, 2018. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our company.
(2) The assumptions used to value pension liabilities as of December 31, 2018 were an interest rate of 4.44% for the ADM Retirement Plan and 4.27% for the ADM Supplemental Retirement Plan and mortality was determined under the RP2014 mortality table, with a white collar adjustment, projected generationally using scale MP-2018. Mr. Cuddy, Mr. Morris and Mr. Taets participate in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Mr. Luciano and Mr. Young participate in the cash balance formula under those plans. The amounts reported for Mr. Luciano and Mr. Young are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2018. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 3.34% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2018 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2018 under the Retirement and Supplemental Plans was $254,771 and the total account balance for Mr. Young at December 31, 2018 under the Retirement and Supplemental Plans was $192,553, which are the amounts that would have been distributable if such individuals had terminated employment on that date.
48 | ADM Proxy Statement 2019 |
Executive Compensation
Supplemental Retirement Plan
ADM Proxy Statement 2019 | 49 |
Executive Compensation
Nonqualified Deferred Compensation
NONQUALIFIED DEFERRED COMPENSATION
The following table summarizes information with respect to the participation of the named executive officers in the ADM Deferred Compensation Plan for Selected Management Employees I and II, which are non-qualified deferred compensation plans, for the fiscal year ended December 31, 2018.
Name |
Executive Contributions in Last Fiscal Year ($)(1) |
Aggregate Earnings in Last Fiscal Year ($)(2) |
Aggregate Withdrawals/ Distributions in Last |
Aggregate Balance at 12/31/18 ($)(3) | ||||
J. R. LUCIANO |
0 |
0 |
0 |
0 | ||||
R. G. YOUNG |
0 |
0 |
0 |
0 | ||||
C. M. CUDDY |
0 |
0 |
0 |
0 | ||||
G. A. MORRIS |
0 |
0 |
0 |
0 | ||||
J. D. TAETS |
35,000 |
(15,639) |
117,129 |
379,373 |
(1) The amount reported in this column is reported as Salary in the Summary Compensation Table for the fiscal year ended December 31, 2018.
(2) The amount reported in this column was not reported in the Summary Compensation Table as part of Mr. Taets compensation for the fiscal year ended December 31, 2018 because the earnings were negative.
(3) Of the amount shown in this column, $674,977 was previously reported as compensation to Mr. Taets in the Summary Compensation Table in previous years, not all of which is reflected in this column due in part to the distribution to Mr. Taets of $369,697 during 2017 and $117,129 during 2018.
50 | ADM Proxy Statement 2019 |
Executive Compensation
Termination of Employment and Change-in-Control Arrangements
In fiscal year 2018, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:
Deemed Investment Option |
Fiscal Year 2018 Cumulative Return (1/1/18 to 12/31/18) | |
Dodge & Cox Stock |
-7.07% | |
Aristotle Small Cap Equity Collective Trust Class B |
-12.21% | |
PIMCO Total Return Instl Class |
-0.26% | |
T. Rowe Price Institutional Mid-Cap Equity Growth |
-2.23% | |
T. Rowe Price Institutional Large-Cap Growth |
4.32% | |
Vanguard Wellington Admiral Shares |
-3.35% | |
Vanguard International Growth Admiral Shares |
-12.58% | |
Vanguard Institutional 500 Index Trust |
N/A | |
Vanguard Target Retirement 2015 Trust I |
-2.94% | |
Vanguard Target Retirement 2020 Trust I |
-4.18% | |
Vanguard Target Retirement 2025 Trust I |
-5.06% | |
Vanguard Target Retirement 2030 Trust I |
-5.77% | |
Vanguard Target Retirement 2035 Trust I |
-6.52% | |
Vanguard Target Retirement 2040 Trust I |
-7.27% | |
Vanguard Target Retirement 2045 Trust I |
-7.86% | |
Vanguard Target Retirement 2050 Trust I |
-7.82% | |
Vanguard Target Retirement 2055 Trust I |
-7.83% | |
Vanguard Target Retirement 2060 Trust I |
-7.81% | |
Vanguard Target Retirement 2065 Trust I |
-7.69% | |
Vanguard Target Retirement Income Trust I |
-1.99% |
ADM Proxy Statement 2019 | 51 |
Executive Compensation
Termination of Employment and Change-in-Control Arrangements
52 | ADM Proxy Statement 2019 |
Executive Compensation
Termination of Employment and Change-in-Control Arrangements
The amount of compensation payable to each named executive officer in various termination and change-in-control scenarios is listed in the table below. These payments and benefits are provided under the terms of agreements involving equity compensation awards. Unless otherwise indicated, the amounts listed are calculated based on the assumption that the named executive officers employment was terminated or that a change-in-control occurred on December 31, 2018.
Name |
Voluntary Termination ($) |
Involuntary Termination without Cause ($) |
Termination for Cause ($) |
Death ($)(1) |
Disability ($) |
Change in Control ($)(3) |
Change in Control (Non- Assumption of |
Retirement ($) | ||||||||||
J. R. Luciano |
Vesting of nonvested stock options |
0 |
0 |
0 |
4,366,971 |
(2) |
4,366,971 |
4,366,971 |
(5) | |||||||||
Vesting of nonvested RSU awards |
0 |
0 |
0 |
18,434,000 |
(2) |
6,559,420 |
18,434,000 |
(5) | ||||||||||
Vesting of nonvested PSU awards |
0 |
0 |
0 |
9,169,537 |
(2) |
0 |
9,69,537 |
(5) | ||||||||||
R. G. Young |
Vesting of nonvested stock options |
0 |
0 |
0 |
1,633,266 |
(2) |
1,633,266 |
1,633,266 |
(5) | |||||||||
Vesting of nonvested RSU awards |
0 |
0 |
0 |
6,473,424 |
(2) |
2,433,901 |
6,473,424 |
(5) | ||||||||||
Vesting of nonvested PSU awards |
0 |
0 |
0 |
3,111,590 |
(2) |
0 |
3,111,590 |
(5) | ||||||||||
C. M. Cuddy |
Vesting of nonvested stock options |
0 |
0 |
0 |
522,242 |
(2) |
522,242 |
522,242 |
(5) | |||||||||
Vesting of nonvested RSU awards |
0 |
0 |
0 |
3,238,146 |
(2) |
787,157 |
3,238,146 |
(5) | ||||||||||
Vesting of nonvested PSU awards |
0 |
0 |
0 |
1,892,650 |
(2) |
0 |
1,892,650 |
(5) | ||||||||||
G. A. Morris |
Vesting of nonvested stock options |
0 |
0 |
0 |
522,242 |
(2) |
522,242 |
522,242 |
(5) | |||||||||
Vesting of nonvested RSU awards |
0 |
0 |
0 |
3,321,146 |
(2) |
787,157 |
3,321,146 |
(5) | ||||||||||
Vesting of nonvested PSU awards |
0 |
0 |
0 |
1,956,891 |
(2) |
0 |
1,956,891 |
(5) | ||||||||||
J. D. Taets |
Vesting of nonvested stock options |
0 |
0 |
0 |
657,136 |
(2) |
657,136 |
657,136 |
(5) | |||||||||
Vesting of nonvested RSU awards |
0 |
0 |
0 |
3,811,808 |
(2) |
983,936 |
3,811,808 |
(5) | ||||||||||
Vesting of nonvested PSU awards |
0 |
0 |
0 |
2,210,700 |
(2) |
0 |
2,210,700 |
(5) |
ADM Proxy Statement 2019 | 53 |
Executive Compensation
CEO Pay Ratio
For our fiscal year 2018 pay ratio analysis, we determined that we could use the same median employee that we identified last year, as permitted by SEC rules. There has been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our fiscal year 2018 pay ratio disclosure. Similarly, there has been no change in our median employees circumstances that we reasonably believe would result in a significant change to our fiscal year 2018 pay ratio disclosure.
Our median employees annual total compensation for fiscal year 2018 was $51,087. The annual total compensation of our Chairman and CEO for fiscal year 2018 was $19,657,304. The ratio between the Chairman and CEOs annual total compensation to the annual total compensation of our median employee is 385:1.
With respect to our median employee, we identified and calculated the elements of the employees annual total compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and also included $6,034 as the estimated value of the median employees 2018 employer-paid health care and basic life and short-term disability insurance premiums. With respect to the annual total compensation of our Chairman and CEO, we used the amount reported in the Summary Compensation Table and also included $19,770 as the estimated value of our Chairman and CEOs 2018 employer-paid health care and basic life and short-term disability insurance premiums.
54 | ADM Proxy Statement 2019 |
Director Compensation for Fiscal Years 2018 and 2019
For fiscal year 2018, our standard compensation for non-employee directors consists of an annual retainer in the amount of $300,000. With respect to the $300,000 annual retainer, $175,000 must be paid in stock units pursuant to our Stock Unit Plan for Non-Employee Directors. The remaining portion of the annual retainer may be paid in cash, stock units, or a combination of both, at the election of each non-employee director. Each stock unit is deemed for valuation and bookkeeping purposes to be the equivalent of a share of our common stock. In addition to the annual retainer, our Lead Director received a stipend in the amount of $30,000, the chairman of the Audit Committee received a stipend in the amount of $25,000, the chairman of the Compensation/Succession Committee received a stipend in the amount of $20,000, and the chairman of the Nominating/Corporate Governance Committee received a stipend in the amount of $15,000. All such stipends are paid in cash. 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.
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 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 directors 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 directors 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 directors 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 directors 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 currently contemplate that the director compensation for fiscal 2019 will remain the same as fiscal 2018.
The following table summarizes compensation provided to each non-employee director for services provided during fiscal year 2018.
Name |
Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2) |
All Other ($)(3) |
Total ($) | ||||
A. L. BOECKMANN |
| 300,000 | | 300,000 | ||||
M. S. BURKE(4) |
82,074 | 114,904 | | 196,978 | ||||
T. K. CREWS |
150,000 | 175,000 | | 325,000 | ||||
P. DUFOUR |
125,000 | 175,000 | | 300,000 | ||||
D. E. FELSINGER |
30,000 | 300,000 | 5,000 | 335,000 | ||||
S. F. HARRISON |
125,000 | 175,000 | | 300,000 | ||||
P. J. MOORE |
140,000 | 175,000 | | 315,000 | ||||
F. J. SANCHEZ |
125,000 | 175,000 | | 300,000 | ||||
D. A. SANDLER |
125,000 | 175,000 | | 300,000 | ||||
D. T. SHIH |
125,000 | 175,000 | | 300,000 | ||||
K. R. WESTBROOK |
145,000 | 175,000 | 4,000 | 324,000 |
ADM Proxy Statement 2019 | 55 |
Director Compensation
Director Stock Ownership Guidelines
Director Stock Ownership Guidelines
Our company has guidelines regarding ownership of shares of our common stock by our non-employee directors. These guidelines call for non-employee directors to own shares of common stock (including stock units issued pursuant to the Stock Unit Plan for Non-Employee Directors) over time with a fair market value of not less than five times the amount of the maximum cash portion of the annual retainer. Application of these guidelines will consider the time each director has served on the Board of Directors, as well as stock price fluctuations that may impact the achievement of the five times cash retainer ownership guidelines.
We prohibit non-employee directors from pledging company securities if they have not met stock ownership guidelines, and we require our non-employee directors to obtain approval from our General Counsel before pledging company securities.
56 | ADM Proxy Statement 2019 |
Equity Compensation Plan Information; Related Transactions
EQUITY COMPENSATION PLAN INFORMATION AT DECEMBER 31, 2018
Plan Category |
Number of to be Issued of Outstanding Warrants, and |
Weighted- Warrants and |
Number of | ||||||||||||
Equity Compensation Plans Approved by Security Holders |
15,182,635(1) |
$34.33(2) |
10,237,460(3) | ||||||||||||
Equity Compensation Plans Not Approved by Security Holders |
|
|
| ||||||||||||
Total |
15,182,635(1) |
$34.33(2) |
10,237,460(3) |
As of March 22, 2019, our company does not have any equity compensation plans that have not been approved by our stockholders.
REVIEW AND APPROVAL OF CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Various policies and procedures of our company, including our Code of Conduct, our bylaws, the charter of the Nominating/Corporate Governance Committee, and annual questionnaires completed by all of our directors and executive officers, require the directors and executive officers to disclose and otherwise identify to the company the transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules as related person transactions between our company or its subsidiaries and related persons. For these purposes, a related person is a director, executive officer, nominee for director, or 5% stockholder of the company since the beginning of the last fiscal year and their immediate family members.
Although the companys processes vary with the particular transaction or relationship, in accordance with our Code of Conduct, directors, executive officers, and other company employees are directed to inform appropriate supervisory personnel as to the existence or potential existence of such a transaction or relationship. To the extent a related person is involved in the relationship or has a material interest in the transaction, the companys practice, although not part of a written policy, is to refer consideration of the matter to the Board or the Audit Committee. The transaction or relationship will be evaluated by the Board or the Audit Committee, which will approve or ratify it if it is determined that the transaction or relationship is fair and in the best interests of the company. Generally, transactions and series of related transactions of less than $120,000 are approved or ratified by appropriate company supervisory personnel and are not approved or ratified by the Board or a committee thereof.
ADM Proxy Statement 2019 | 57 |
Equity Compensation Plan Information; Related Transactions
Certain Relationships and Related Transactions
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended December 31, 2018, the brother of C. Cuddy, one of our executive officers, was employed by our company as a vice president of our Golden Peanut and Tree Nut business. Such relationship was considered by the Audit Committee and found to be fair and in the best interests of our company.
58 | ADM Proxy Statement 2019 |
Report of the Audit Committee
The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the stockholders relating to the Companys (i) financial statements and the financial reporting process, (ii) preparation of the financial reports and other financial information provided by the Company to any governmental or regulatory body, (iii) systems of internal accounting and financial controls, (iv) internal audit functions, (v) annual independent audit of the Companys financial statements, (vi) major risk exposures, (vii) legal compliance and ethics programs as established by management and the Board, (viii) related-party transactions, and (ix) performance of the compliance function.
The Audit Committee assures that the corporate information gathering, analysis and reporting systems developed by management represent a good faith attempt to provide senior management and the Board of Directors with information regarding material acts, events, and conditions within the Company. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent auditor. The Audit Committee ensures that the Company establishes, resources, and maintains a professional internal auditing function and that there are no unjustified restrictions or limitations imposed on such function. The Audit Committee reviews the effectiveness of the internal audit function and reviews and approves the actions relating to the Companys General Auditor, including performance appraisals and related base and incentive compensation. The Audit Committee is comprised of five independent directors, all of whom are financially literate and one of whom (T. K. Crews, the Chairman) has been determined by the Board of Directors to be an audit committee financial expert as defined by the Securities and Exchange Commission (SEC).
Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements in the annual report with management, including a discussion of the quality not just the acceptability of the accounting principles, the reasonableness of significant judgments, the development and selection of the critical accounting estimates, and the clarity of disclosures in the financial statements. Also, the Audit Committee discussed with management education regarding compliance with the policies and procedures of the Company as well as federal and state laws.
The Audit Committee reviewed and discussed with the independent auditor, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, the effectiveness of the Companys internal control over financial reporting, and the matters required to be discussed by the applicable Public Company Accounting Oversight Board (PCAOB) standards including their judgment as to the quality not just the acceptability of the Companys accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. In addition, the Audit Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditors communications with the Audit Committee concerning independence and has discussed with the independent auditor the auditors independence from management and the Company. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy and considered the compatibility of non-audit services with the independent auditors independence. The Audit Committee recommended to the Board of Directors (and the Board of Directors approved) a hiring policy related to current and former employees of the independent auditor.
The Committee discussed the Companys major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern the Companys risk assessment and risk management processes.
The meetings of the Audit Committee are designed to facilitate and encourage communication among the Audit Committee, the Company, the Companys internal audit function and the Companys independent auditor. The Audit Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the accounting and financial controls, and the overall quality of the Companys financial reporting. The Audit Committee met individually with members of management in executive session. The Audit Committee held nine meetings during fiscal year 2018.
ADM Proxy Statement 2019 | 59 |
Report of the Audit Committee
Report of the Audit Committee
The Audit Committee recognizes the importance of maintaining the independence of the Companys independent auditor, both in fact and appearance. Each year, the Audit Committee evaluates the qualifications, performance, tenure and independence of the Companys independent auditor and determines whether to re-engage the current independent auditor. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the auditors, the auditors global capabilities and the auditors technical expertise and knowledge of the Companys operations and industry. Based on this evaluation, the Audit Committee has appointed Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2019. The members of the Audit Committee and the Board believe that, due to Ernst & Young LLPs knowledge of the Company and of the industries in which the Company operates, it is in the best interests of the Company and its stockholders to continue retention of Ernst & Young LLP to serve as the Companys independent auditor. Although the Audit Committee has the sole authority to appoint the independent auditors, the Board is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the SEC.
T. K. Crews, Chairman
P. Dufour
P. J. Moore
F. J. Sanchez
D. A. Sandler
60 | ADM Proxy Statement 2019 |
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the companys financial statements. The Audit Committee has appointed Ernst & Young LLP as our companys independent registered public accounting firm for the fiscal year ending December 31, 2019. Ernst & Young LLP, or its predecessor firms, has served as our independent registered public accounting firm for more than 85 years.
The Audit Committee is responsible for the audit fee negotiations associated with our companys retention of Ernst & Young LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be regular rotation of the independent registered public accounting firm. In conjunction with the required rotation of Ernst & Young LLPs lead engagement partner, the Audit Committee and its Chairman are directly involved in the selection of Ernst & Young LLPs new lead engagement partner.
We are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Ernst & Young LLP to our stockholders as a matter of good corporate practice. The members of the Audit Committee, and the Board of Directors, believe that the continued retention of Ernst & Young LLP to serve as the companys independent registered public accounting firm is in the best interests of our company and its stockholders. Representatives of Ernst & Young LLP will attend the annual meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our companys independent registered public accounting firm for the fiscal year ending December 31, 2019. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.
FEES PAID TO INDEPENDENT AUDITORS
The following table shows the aggregate fees paid to Ernst & Young LLP by us for the services it rendered during the fiscal years ended December 31, 2018, and December 31, 2017.
Description of Fees |
2018 | 2017 | ||||||||
Audit Fees(1) |
$16,512,000 |
$15,568,000 | ||||||||
Audit-Related Fees(2) |
2,462,000 |
1,375,000 | ||||||||
Tax Fees(3) |
1,646,000 |
1,591,000 | ||||||||
All Other Fees(4) |
|
604,000 | ||||||||
Total |
$20,620,000 |
$19,138,000 |
(1) Includes fees for audit of annual financial statements, reviews of the related quarterly financial statements, audit of the effectiveness of our companys internal control over financial reporting, certain statutory audits, opening balance sheet procedures related to the acquisition of Neovia, a French-based global provider of value-added animal nutrition solutions, and SEC filings.
(2) Includes fees for accounting and reporting assistance for newly adopted accounting standards (Leases and Revenue Recognition), 1ADM business transformation program assessments, due diligence for mergers and acquisitions, and audit-related work in connection with employee benefit plans of our company.
(3) Includes fees related to tax planning advice and tax compliance.
(4) Includes fees for advisory services related to strategic initiatives.
AUDIT COMMITTEE PRE-APPROVAL POLICIES
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy. This policy provides that audit services engagement terms and fees, and any changes in such terms or fees, are subject to the specific pre-approval of the Audit Committee. The policy further provides that all other audit services, audit-related services, tax services, and permitted non-audit services are subject to pre-approval by the Audit Committee. All of the services Ernst & Young LLP performed for us during fiscal years 2018 and 2017 were pre-approved by the Audit Committee.
ADM Proxy Statement 2019 | 61 |
Proposal No. 3 Advisory Vote on Executive Compensation
Pursuant to Section 14A of the Exchange Act, the following proposal provides our stockholders with an opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. In considering your vote, you may wish to review the Compensation Discussion and Analysis discussion herein, which provides details as to our compensation policies, procedures, and decisions regarding the named executive officers, as well as the Summary Compensation Table and other related compensation tables, notes, and narrative disclosures in this proxy statement. This vote is not intended to address any specific element of our executive compensation program, but rather the overall compensation program for our named executive officers.
The Compensation/Succession Committee, which is comprised entirely of independent directors, and the Board of Directors believe that the executive compensation policies, procedures, and decisions made with respect to our named executive officers are competitive, are based on our pay-for-performance philosophy, and are focused on achieving our companys goals and enhancing stockholder value.
Accordingly, for the reasons discussed above and in the Compensation Discussion and Analysis section of this proxy statement, the Board asks our stockholders to vote FOR the adoption of the following resolution to be presented at the Annual Meeting of Stockholders in 2019:
RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Compensation Discussion and Analysis section, the compensation tables, and the related narrative disclosure in this Proxy Statement.
Although this advisory vote is not binding on the Board of Directors, the Board and the Compensation/Succession Committee will review and expect to take into account the outcome of the vote when considering future executive compensation decisions.
The Board of Directors recommends that you vote FOR the approval of the advisory resolution on the compensation of our companys named executive officers, as disclosed in this proxy statement. Proxies solicited by the Board will be so voted unless stockholders specify a different choice.
62 | ADM Proxy Statement 2019 |
Submission of Stockholder Proposals and Other Matters
Deadline for Submission of Stockholder Proposals
Proposals of stockholders, including nominations for director, intended to be presented at the next annual meeting and desired to be included in our proxy statement for that meeting must be received by the Secretary, Archer-Daniels-Midland Company, 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601, no later than November 23, 2019, and, in the case of nominations for director, no earlier than October 24, 2019, in order to be included in such proxy statement. These proposals and nominations must also meet all the relevant requirements of our bylaws in order to be included in our proxy statement. Generally, if written notice of any stockholder proposal intended to be presented at the next annual meeting, and not included in our proxy statement for that meeting, is not delivered to the Secretary at the above address between February 1, 2020 and March 2, 2020 (or, if the next annual meeting is called for a date that is not within the period from April 1, 2020 to May 31, 2020, if such notice is not so delivered by the close of business on the tenth day following the earlier of the date on which notice of the date of such annual meeting is mailed or public disclosure of the date of such annual meeting is made), or if such notice does not contain the information required by Section 1.4(c) of our bylaws, the chair of the annual meeting may declare that such stockholder proposal be disregarded.
STOCKHOLDERS WITH THE SAME ADDRESS
Individual stockholders sharing an address with one or more other stockholders may elect to household the mailing of the proxy statement and our annual report. This means that only one annual report and proxy statement will be sent to that address unless one or more stockholders at that address specifically elect to receive separate mailings. Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not affect dividend check mailings. We will promptly send a separate annual report and proxy statement to a stockholder at a shared address on request. Stockholders with a shared address may also request us to send separate annual reports and proxy statements in the future, or to send a single copy in the future if we are currently sending multiple copies to the same address.
Requests related to householding should be made in writing and addressed to Investor Relations, Archer-Daniels-Midland Company, 4666 Faries Parkway, Decatur, Illinois 62526-5666, or by calling our Investor Relations at 217-424-5656. If you are a stockholder whose shares are held by a bank, broker, or other nominee, you can request information about householding from your bank, broker, or other nominee.
It is not contemplated or expected that any business other than that pertaining to the subjects referred to in this proxy statement will be brought up for action at the meeting, but in the event that other business does properly come before the meeting calling for a stockholders vote, the named proxies will vote thereon according to their best judgment in the interest of our company.
By Order of the Board of Directors
ARCHER-DANIELS-MIDLAND COMPANY
D. C. Findlay, Secretary
March 22, 2019
ADM Proxy Statement 2019 | 63 |
Definition and Reconciliation of Non-GAAP Measures
DEFINITION AND RECONCILIATION OF NON-GAAP MEASURES
We use Adjusted ROIC to mean Adjusted ROIC Earnings divided by Adjusted Invested Capital. Adjusted ROIC Earnings is the Companys net earnings attributable to controlling interests adjusted for the after-tax effects of interest expense, changes in the LIFO reserve, and other specified items. 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 the Companys equity (excluding noncontrolling interests), interest-bearing liabilities, the after-tax effect of the LIFO reserve, and other specified items. Management uses Adjusted ROIC to measure the Companys performance by comparing Adjusted ROIC to the Companys weighted average cost of capital, or WACC.
Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for specified items. Adjusted EPS is defined as diluted Earnings Per Share (EPS) adjusted for the effects on reported diluted EPS of certain specified items. Management believes Adjusted EBITDA and Adjusted EPS are useful measures of the Companys performance because they provide investors additional information about the Companys operations allowing better evaluation of underlying business performance and better period-to-period comparability.
Adjusted economic value added (EVA) is the Companys trailing four-quarter economic value added adjusted for LIFO and other specified items. The Company calculates economic value added by comparing ADMs trailing four-quarter adjusted returns to its Annual WACC multiplied by adjusted invested capital. Adjusted EVA is a non-GAAP financial measure and is not intended to replace or be an alternative to GAAP financial measures.
Adjusted ROIC, Adjusted ROIC Earnings, Adjusted Invested Capital, Adjusted EBITDA, and Adjusted EPS are non-GAAP financial measures and are not intended to replace or be alternatives to GAAP financial measures. The following tables present reconciliations of Adjusted ROIC Earnings to net earnings attributable to controlling interests, the most directly comparable amount reported under GAAP; of Adjusted Invested Capital to Total Shareholders Equity, the most directly comparable amount reported under GAAP; of Adjusted EBITDA to earnings before income taxes, the most directly comparable amount reported under GAAP; of Adjusted EPS to diluted EPS, the most directly comparable amount reported under GAAP; and the calculations of Adjusted EVA and Adjusted ROIC for the period ended December 31, 2018.
ADJUSTED EVA(1) CALCULATION (TWELVE MONTHS ENDED DECEMBER 31, 2018) |
Adjusted ROIC 8.3% less Annual WACC 6.25% x Adjusted Invested Capital $27,163* = $557* |
ADJUSTED ROIC(1) CALCULATION (TWELVE MONTHS ENDED DECEMBER 31, 2018) |
Adjusted ROIC Earnings $2,259* ÷ Adjusted Invested Capital $27,163* = 8.3% |
Adjusted ROIC Earnings excluding biodiesel blenders tax credit $2,136* ÷ Adjusted Invested Capital excluding biodiesel blenders tax credit $27,163* = 7.9% |
*in millions
ADM Proxy Statement 2019 | A-1 |