8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2024

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-44	41-0129150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

77 West Wacker Drive, Suite 4600 Chicago, Illinois	60601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 634-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	ADM	New York Stock Exchange
1.000% Notes due 2025		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2024, Archer-Daniels-Midland Company (the “Company”) announced that the Board of Directors of the Company has appointed Monish Patolawala to serve as the Company’s Executive Vice President and Chief Financial Officer, effective August 1, 2024. Mr. Patolawala will succeed Ismael Roig, who has been serving as the Company’s Interim Chief Financial Officer since January 21, 2024. Mr. Roig will continue to serve as the Company’s President of EMEA and President of Animal Nutrition.

Mr. Patolawala, age 54, most recently served as President and Chief Financial Officer of 3M Company (“3M”) since September 2023. Prior to that, he served as Executive Vice President, Chief Financial and Transformation Officer of 3M since October 2021 and as Senior Vice President and Chief Financial Officer of 3M since July 2020. Prior to 3M, Mr. Patolawala was Chief Financial Officer, GE Healthcare, and Vice President, Operational Transformation, General Electric, from 2019-2020, and Chief Financial Officer, GE Healthcare from 2015-2019. Prior to that, Mr. Patolawala served as Chief Financial Officer of GE Transportation from 2010 to 2015. Mr. Patolawala currently serves on the Board of Directors of Biogen Inc.

There are no arrangements or understandings between Mr. Patolawala and any other persons pursuant to which Mr. Patolawala was selected as an officer of the Company, Mr. Patolawala has no family relationships with any of the Company’s directors or executive officers, and Mr. Patolawala is not a party to and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Mr. Patolawala has accepted a written offer letter from the Company establishing his compensation as the Company’s Executive Vice President and Chief Financial Officer. Pursuant to the offer letter, Mr. Patolawala’s initial compensation will consist of the following:

• an initial annual base salary of $1,425,000;

• participation in the Company’s annual cash incentive plan for 2024, on a pro-rata basis based on his hire date, with a target annual bonus opportunity of $1,923,750;

• an annual equity award with an approximate target grant date value of $6,950,000, granted in the form of 60% performance stock units (“PSUs”) with the same terms as the Company’s annual 2024 PSU awards for other executive officers, and 40% restricted stock units (“RSUs”), vesting one-third each year over a three-year period on the grant date anniversary;

• one-time make-whole awards, intended to replace the cash incentives and unvested equity awards that Mr. Patolawala will forfeit from his prior employer to join the Company:

• cash incentive: $1,400,000, payable in January 2025; and

• equity award: approximate grant date value of $10,000,000 granted in the form of RSUs within the first 30 days of employment, vesting 25% at six months from the grant date, 25% at 12 months from the grant date, and 50% at 18 months from the grant date, with accelerated vesting of any unvested RSUs if Mr. Patolawala’s employment is terminated without Cause or he terminates his employment for Good Reason (each as defined the 2020 Incentive Compensation Plan) within that 18-month period;

• relocation benefits under the Company’s relocation policy; and

• participation in all employee benefit plans and programs, including executive-level plans, programs and severance policy, to the extent that he meets the eligibility requirements for each.

The foregoing summary of the offer letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the offer letter, attached as Exhibit 10.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 10, 2024, the Company issued a press release announcing the appointment of Mr. Patolawala. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:

10.1	Offer Letter, by and between Archer-Daniels-Midland Company and Monish Patolawala
99.1	Press Release dated July 10, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARCHER-DANIELS-MIDLAND COMPANY
Date: July 10, 2024	By	/s/ R. B. Jones
		R. B. Jones
		Senior Vice President, General Counsel and Corporate Secretary

-4-

EX-10.1

Exhibit 10.1

	Juan Luciano
	Chairman and Chief Executive Officer
	Archer Daniels Midland Company 77 W. Wacker Drive
	Suite 4600
	Chicago, Illinois 60601 312-634-8100

July 3, 2024

Via Email

Monish Patolawala

Subject: Job Offer: Executive Vice President, Chief Financial Officer

Dear Monish:

I am delighted to offer you the position of Executive Vice President, Chief Financial Officer, Archer Daniels Midland Company (“ADM”), reporting to me. All of us who met with you are excited about the prospect of you joining ADM. We look forward to officially welcoming you to our team on or about August 1, 2024.

Please find below a summary of the compensation, benefits package and onboarding requirements applicable to this role.

• Annual Base Salary: $1,425,000

Your annual salary will be paid on a semi-monthly basis, generally payable on the 15th and last day of each month by close of business, or sooner as determined by state law. You will receive your earned compensation (subject to applicable withholdings) through direct deposit, if elected. If direct deposit is not elected, we will work with you to determine where you would like to receive your compensation.

• Short-Term Incentive Target (Annual Cash Bonus): 135% of base salary

Based on your position, you will participate in ADM’s performance incentive plan (PIP) beginning in 2024 on a pro-rata basis based upon your hire date. Your annual cash bonus under this plan is determined upon the achievement of pre-established company-wide financial and performance goals (75%) and your individual performance (25%). Current performance goals are based on ADM’s adjusted EBITDA and adjusted ROIC. You will also be required to complete compliance training to be eligible for any payout.

Under the current plan, your target annual bonus opportunity will be $1,923,750. Depending on the results and performance, your actual bonus could range from $0.00 to a maximum of $3,847,500. For 2024, your payout will be pro-rated based on your hire date. Bonuses are subject to supplemental income tax withholding. You must be employed by ADM on the payment date to receive a bonus.

Classification: Restricted

• Long-Term Incentive Target (Equity): $6,950,000

Your annual target equity award opportunity will be $6,950,000. The form of the annual award is determined each year by the Compensation and Succession Committee of the Board, and currently is granted in the form of 60% Performance Share Units (“PSUs”), vesting based upon company performance at the end of the three-year performance period, and 40% Restricted Stock Units (“RSUs”), vesting one-third each year over a three-year period following the grant, in each case subject to the applicable continued employment requirements and other terms set forth in the applicable award agreements.

• Total Annual Target Compensation Summary

Base salary	$	1,425,000
Annual cash bonus target	$	1,923,750
Equity target	$	6,950,000
Total annual compensation at target	$	10,298,750

• One-Time Make-Whole Award for Unvested Grants

$10,000,000 granted in the form of RSUs within the first thirty days of employment, vesting 25% at 6 months from grant date, 25% at 12 months from grant date, and 50% at 18 months from grant date, based on continued employment requirements and other terms set forth in the applicable award agreements. This is a grant to replace the unvested equity that you forfeit from your prior employer in order to join ADM. In the event you are terminated without “Cause,” or you terminate your employment for “Good Reason” (for purposes of this letter, as such terms are defined in ADM’s equity incentive plan) prior to the 18-month anniversary of the grant, the unvested portion of the grant shall accelerate and become fully vested.

• 2024 Long-Term Incentive Grant

$6,950,000 granted in the form of 60% PSUs based on the company’s performance from 2024-2026 and vesting in February 2027, and 40% RSUs, vesting one-third each year over a three-year period on the grant date anniversary, in each case subject to the applicable continued employment requirements and other terms set forth in the applicable award agreements.

• Pro-Rata 2024 Make-Whole Annual Cash Bonus

$1,400,000 to be paid in January 2025 to replace the annual cash incentive you forfeit from your prior employer in order to join ADM subject to your continued employment through the payment date. You will also participate in ADM’s annual bonus program for the remainder of the 2024 plan year on a pro-rata basis based upon your hire date.

• Relocation Benefits

You will be eligible to receive full relocation benefits per ADM’s relocation policy. Relocation benefits include, among other things, interim living while you relocate, participation in a home sale program, and assistance to locate a new residence and professional packing and shipment of household goods. In addition to the terms of the relocation policy, no repayment will be required in the event you terminate your employment for Good Reason during the 24-month repayment period.

Classification: Restricted

• Benefits for Senior Executives

You will be offered the same benefits and perquisites available to other similarly situated senior executives of ADM. ADM offers a competitive benefit package that includes: a cash balance pension plan, 401(k) plan, medical, dental, vision, life and disability insurance, and vacation time. The Compensation/Succession Committee of the ADM board of directors has adopted a severance policy for senior executives that currently provides for, among other things, payment to you of two times your annual base salary and target bonus and continuation of healthcare benefits in the event of a termination without cause.

• Onboarding Requirements

The offer is contingent upon the successful completion of ADM’s pre-employment process. Your background check was successfully completed. You are accepting this offer voluntarily and you represent that your employment by ADM and compliance with the terms and conditions hereof will not conflict with or result in the breach by you of any agreement to which you are a party to. Acceptance of this offer obligates you to complete a set of required training so that you learn the values of our company and do not inadvertently put yourself or the company at risk of violating policies, competition laws or data security practices. Please be prepared to dedicate one to two hours of your first few days to training. Your training requirements will be coordinated at your location or provided to you with your email access.

If you accept this offer, you will become an at-will employee of ADM. This means that your employment with ADM will have no specific or definite term, and that either you or ADM may terminate the relationship at any time for any reason, or no reason at all, and with or without notice. This letter constitutes the sole understanding between you and ADM concerning your employment with ADM and does not constitute a guarantee of employment. Your at-will employment relationship with ADM may be modified only by a written agreement signed by the Chief People and Diversity Officer.

The compensation and benefits described in this letter are provided under and subject to the terms and conditions of the applicable ADM plans, agreements, programs and policies. Nothing in this letter in any way limits our right to amend or terminate those plans, programs or policies, provided that all equity grant documents will be consistent with the applicable terms set forth in this offer.

Please feel free to contact me if you have any questions.

Monish, we are excited about the opportunity to have you join our team and are confident that your leadership will add tremendous value to ADM.

Best regards,

/s/ Juan Luciano

Juan Luciano

Classification: Restricted

/s/ Monish Patolawala

Accepted by Monish Patolawala

July 3, 2024

Acceptance Date

Classification: Restricted

EX-99.1

Exhibit 99.1

ADM Appoints Monish Patolawala as Executive Vice President and Chief Financial Officer

CHICAGO, July 10, 2024— ADM (NYSE: ADM) today announced the appointment of Monish Patolawala as Executive Vice President and Chief Financial Officer, effective August 1, 2024, succeeding Ismael Roig, who has been serving as ADM’s Interim CFO since January 2024. Mr. Patolawala brings to ADM more than 25 years of experience overseeing global finance and technology teams across leading industrial and healthcare companies, most recently including 3M. As EVP and CFO of ADM, Mr. Patolawala will be responsible for overseeing Global Finance and Accounting, Global Business Services, Global Technology and Enterprise Strategy.

Chair of the Board and CEO Juan Luciano said, “We are thrilled to have an executive of Monish’s caliber joining ADM as we focus our enterprise on productivity, innovation and delivering with excellence. Monish has extensive experience and an impressive track record leading global, sophisticated finance and technology organizations and delivering strong results. With more than 25 years overseeing innovation and sustainability focused teams across leading industrial and healthcare companies, we are confident that Monish is a strong fit for ADM’s continually evolving organization. Today’s announcement is the culmination of the Board’s thorough and thoughtful process to identify a proven leader to oversee our finance team as we execute with excellence across our strategic and operational priorities.”

Mr. Patolawala said, “It is an honor to join ADM as CFO at an important point in the Company’s trajectory. As a child growing up in India, I witnessed severe poverty and hunger firsthand, and that’s what makes me so passionate about the important work that ADM is doing to feed the world through its purpose of unlocking the power of nature to enrich the quality of life. As a member of the executive team, I look forward to drawing upon my experience to advance ADM’s operational excellence and discipline, as we deliver for our stakeholders and drive shareholder value.”

Mr. Luciano continued, “On behalf of the Board, I would like to acknowledge and thank Ismael for stepping up to lead as Interim CFO and supporting a seamless transition. We will continue to benefit from his extensive expertise as President of EMEA and President of Animal Nutrition.”

Mr. Patolawala most recently served as President and CFO of 3M Company where he led finance, country prioritization and country governance, information technology, enterprise strategy and global service centers. Prior to joining 3M, Mr. Patolawala spent more than two decades at GE in various finance roles, including as CFO of $20 billion GE Healthcare from 2015 to 2020 and also as head of operational transformation for all of GE from 2019 to 2020. Mr. Patolawala also currently serves on the Board of Directors of biotechnology leader Biogen Inc.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this release, are forward-looking statements.

	adm.com | © 2024 ADM	1

You can identify forward-looking statements by the fact they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All forward-looking statements are subject to significant risks, uncertainties and changes in circumstances that could cause actual results and outcomes to differ materially from the forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, assumptions and uncertainties, including, without limitation, those that are described in the Company’s most recent Annual Report on Form 10-K and in other documents that the Company files or furnishes with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, ADM does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this announcement, whether as a result of new information, future events, changes in assumptions or otherwise.

About ADM

ADM unlocks the power of nature to enrich the quality of life. We’re an essential global agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. We’re a premier human and animal nutrition provider, offering one of the industry’s broadest portfolios of ingredients and solutions from nature. We’re a trailblazer in health and well-being, with an industry-leading range of products for consumers looking for new ways to live healthier lives. We’re a cutting-edge innovator, guiding the way to a future of new consumer and industrial solutions. And we’re a leader in sustainability, scaling across entire value chains to help decarbonize the multiple industries we serve. Around the globe, our innovation and expertise are meeting critical needs while nourishing quality of life and supporting a healthier planet. Learn more at www.adm.com.

ADM Media Relations

Jackie Anderson

media@adm.com

312-634-8484

ADM Investor Relations

Megan Britt

Megan.Britt@adm.com

872-257-8378

Source: Corporate Release

Source: ADM

	adm.com | © 2024 ADM	2

XML

Document and Entity Information	Jul. 03, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	Archer-Daniels-Midland Co
Amendment Flag	false
Entity Central Index Key	0000007084
Document Type	8-K
Document Period End Date	Jul. 03, 2024
Entity Incorporation State Country Code	DE
Entity File Number	1-44
Entity Tax Identification Number	41-0129150
Entity Address, Address Line One	77 West Wacker Drive
Entity Address, Address Line Two	Suite 4600
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601
City Area Code	(312)
Local Phone Number	634-8100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, no par value
Trading Symbol	ADM
Security Exchange Name	NYSE
Deferrable Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	1.000% Notes due 2025
Security Exchange Name	NYSE