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    ARCHER DANIELS MIDLAND COMPANY 2019 Letter to Stockholders Proxy Statement 2018 Form 10-K


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    Dear Stockholders, Our team delivered a solid performance in 2018, meeting the growing and evolving global needs of our agricultural, industrial, animal nutrition, and food and beverage customers. The result was a year in which, in an environment of trade disruptions, we delivered strong results while continuing to advance our strategy. The safety and health of the colleagues and partners working in our facilities remains our highest day-to-day priority. This was our 18th consecutive year of reducing recordable injuries, and December overall was the safest month ever for our employees. However, we know from experience that complacency is the enemy of continued progress and that we can still do better, so ADM continues to maintain a relentless focus on safety. From an overall financial perspective, we continued to execute our balanced capital allocation framework, which — along with strong operating cash flow generation — resulted in a solid balance sheet at the end of the year. $3.50 $3.4 billion 8.3% 4.5% 349 2018 Adjusted EPS, 2018 Adjusted Four-Quarter Trailing Increase in quarterly Consecutive quarterly 44% higher than Segment Operating Return on Invested dividend in February dividend payments as 2017 Profit, 26% higher Capital, 200 bps 2019 of February 2019 than 2017 above annual WACC Across all four of our businesses, our teams performed very well: • Origination delivered full-year adjusted operating profits of $546 million, 35 percent higher than in 2017. The team planned in advance and moved swiftly to manage changing trade flows, allowing us to minimize disruptions and capi- talize on new opportunities. Simultaneously, we continued to grow our value-added services, with the destination marketing team achieving our growth goal of 20 million metric tons in origination volumes a year earlier than our original target. • Oilseeds had a very strong year, delivering record profits, up almost 80 percent over 2017, and showing how our truly global, diversified business can capitalize on growing demand in dynamic market conditions. The team did well managing risk in a volatile market and delivering growth, utilizing our asset base, flex capacity and growth invest- ments to set strong performance records. • The Carbohydrate Solutions team showed how innovation and creative problem solving can help mitigate the impact of challenging market conditions. We grew sweetener sales year over year by working closely with major customers to find new solutions for evolving needs, and we moved swiftly to capitalize on opportunities in a growing starches market. Bioproducts results were lower year over year in a weak ethanol industry pricing and margin envi- ronment. • The Nutrition business continued its strong growth, as investments helped contribute to sales that were up almost 7 percent versus 2017 on a constant currency basis and operating profits that were 9 percent higher year over year. Through continued collaboration with our customers, we were able to provide innovative solutions across our growth platforms — including animal nutrition, health & wellness, human nutrition and taste — as well as increase our sales growth pipeline by 50 percent over 2017.


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    Our team achieved all of this while simultaneously advancing our strategic plan: In our efforts to Optimize the Core, we: • Divested our Bolivian oilseeds business; • Sold several elevators in the U.S., further optimizing our origination footprint; and • Led significant turnarounds in our global trade and South American origination businesses. As part of our work to Drive Efficiencies, we: • Delivered cost savings of more than $300 million on a run-rate basis, significantly outpacing our target of $200 million; and • Began working with industry peers to investigate ways to use emerging digital technologies to standardize and digi- tize time-intensive processes associated with the global agricultural commodity value chain. In our Growth pillar, our investments helped to contribute to the year’s strong performance and lay a strong foundation for future growth: • In our Core Growth platform, we announced GrainBridge, an important joint venture with Cargill in the digital innovation space; launched our SoyVen joint venture, which operates a soybean processing facility in Egypt; and grew our Brazilian Oilseeds crush and value-added footprint with the addition of certain assets of Algar Agro, including two crushing and refining facilities. We also completed a significant modernization of our flour mill in Enid, Oklahoma. • In Animal Nutrition, we completed negotiations to acquire Neovia, a truly transformational addition that, after closing in early 2019, instantly made ADM a global industry leader in value-added products and solutions for both production and companion animals. We also celebrated the opening of modernized production facilities in Illinois and Nebraska. • In Health & Wellness, we acquired leading natural healthcare and probiotics provider Protexin, and opened a new enzyme research lab in California. • In Human Nutrition, we continued to expand our global network of customer innovation centers, with openings in Singapore and Shanghai, and we began commissioning our state-of-the-art pea protein facility in Enderlin, North Dakota. • In Carbohydrates, we launched our AKP joint venture, expanding our global starches and sweeteners business into the Russian market. • In Taste, we added premium vanilla producer Rodelle, Inc. We also continued to advance critical Sustainability efforts in 2018: Diversity and Inclusion Throughout 2018, several organizations recognized ADM’s efforts to build an inclusive culture and diverse workforce. Profiles In Diversity Journal gave its 2018 Innovations in Diversity Award to “Together We Grow”, a consortium that ADM co-launched in 2016 to focus on educating, recruiting, and retaining a more diverse workforce in the agriculture sector, and named two ADM leaders as “Women Worth Watching”; USG Corporation named our company as its Diversity & Inclusion Supplier of the Year; and The Rising Tides recognized our Board and executive leadership team as one of the most diverse among Fortune 50 companies. We are proud of the increasing recognition we’re receiving, but we know we have to do more. In January of this year, we announced a partnership with Paradigm for Parity®, and a commitment to achieving gender parity within our senior leadership structure by 2030. We will continue to prioritize building an inclusive and diverse culture throughout 2019 and beyond. Environmental Stewardship Our focus on sustainable practices and environmental responsibility remained a focus in 2018 as well. We have already met — ahead of schedule — our own ambitious goals for energy, greenhouse gas, water and waste reduction. I am proud that we are being recognized for our efforts: ADM was named an Industry Mover in the RobecoSAM Sustainability Yearbook 2018, and last November, the Alliance for Sustainable Agriculture awarded its 2018 Collaboration of the Year Award to ADM, along with General Mills and Agrible, for our work helping farmers in Kansas, Oklahoma and Missouri to measure and improve management of natural resources.


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    Overall, 2018 was a strong year, and I am proud of how the ADM team performed. Now, we are well into 2019, and fully focused on continuing to pull the levers under our control to deliver value for our customers and our shareholders. There are three key areas we will be prioritizing this year. • The first is continuing to improve the performance of certain businesses. As we continue to optimize the core, we have established specific year-over-year improvement targets for those businesses that need to further strengthen their performance. We plan to rigorously monitor their performance throughout the year and take further actions if neces- sary to ensure that they meet our expectations. At the same time, we will ensure that stronger businesses sustain and build on previous gains. • The second is Readiness. Our effort to standardize processes globally, drive overall performance excellence, and digi- tize the enterprise underpins our entire strategy. 2018 was the year in which we launched Readiness and embedded the change within the whole organization. We identified thousands of initiatives to standardize, centralize, and digi- tize how we do business. By the end of the year, we had already completed 120 of those initiatives, generating $300 million in new run-rate benefits. 2019 is when we expect Readiness to accelerate, as we take our current bank of prioritized initiatives and deliver projects and cultural change that, taken together, will permanently change how we run our business, creating a lasting structure under which we will be more efficient and more effective. • The third priority area is growth — specifically, ensuring that the growth investments we have made in recent years fully deliver on their profit and returns potential. Since 2014, we have dramatically expanded our portfolio and our geographic reach with both organic growth projects and M&A activity. All told, we have made more than $7 billion in growth investments over the last five years. Now, with an unparalleled portfolio of products and ingredient solutions in key growth markets around the world, 2019 is the year we focus on harvesting increasing returns from those investments. ADM is following a clear path for success, as our strategy, our innovation and our people continue to differentiate us. I am proud of the results we have delivered, and remain confident that we are building a great and enduring company for 2019 and years to come. Sincerely yours, Juan Luciano Chairman, CEO and President * This letter refers to non-GAAP, or “adjusted,” financial measures that exclude certain items from the comparable GAAP measure. For a reconciliation of these non-GAAP items to GAAP, please prefer to Annex A to the enclosed proxy statement and pages 32 and 35 of the enclosed Form 10-K.


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    ARCHER DANIELS MIDLAND COMPANY 2019 Proxy Statement


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    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 corpo- ration, 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


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    Table of Contents PROXY SUMMARY 1 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 5 PROPOSAL NO. 1 — ELECTION OF DIRECTORS FOR A ONE-YEAR TERM 7 Director Nominees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Director Experiences, Qualifications, Attributes, and Skills; Board Diversity . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Director Nominations from Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 BOARD LEADERSHIP AND OVERSIGHT 12 Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Board Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Sustainability and Corporate Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Board Role in Overseeing Political Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 DIRECTOR EVALUATIONS; SECTION 16(a) REPORTING COMPLIANCE 16 Board, Committee, and Director Evaluations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 INDEPENDENCE OF DIRECTORS 17 NYSE Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Bylaw Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Corporate Governance Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Independent Executive Sessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 INFORMATION CONCERNING COMMITTEES AND MEETINGS 20 Board Meetings and Attendance at Annual Meeting of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Compensation/Succession Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Nominating/Corporate Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Sustainability and Corporate Responsibility Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 STOCKHOLDER OUTREACH AND ENGAGEMENT; CODE OF CONDUCT 23 Communications with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Code of Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 EXECUTIVE STOCK OWNERSHIP 24 Executive Stock Ownership Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Executive Officer Stock Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 COMPENSATION DISCUSSION AND ANALYSIS 25 Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Components of Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Executive Compensation Best Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Oversight of Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 2018 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Peer Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Employment Agreements, Severance, and Change-in-Control Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Governance Features of Our Executive Compensation Programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Compensation/Succession Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Compensation/Succession Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . 42 ADM Proxy Statement 2019 i


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    Table of Contents EXECUTIVE COMPENSATION 43 Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Grants of Plan-Based Awards During Fiscal Year 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Outstanding Equity Awards at Fiscal Year 2018 Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Option Exercises and Stock Vested During Fiscal Year 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Qualified Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Supplemental Retirement Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Nonqualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Termination of Employment and Change-in-Control Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 DIRECTOR COMPENSATION 55 Director Compensation for Fiscal Years 2018 and 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Director Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 EQUITY COMPENSATION PLAN INFORMATION; RELATED TRANSACTIONS 57 Equity Compensation Plan Information at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Review and Approval of Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 REPORT OF THE AUDIT COMMITTEE 59 PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 61 Fees Paid to Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Audit Committee Pre-Approval Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 PROPOSAL NO. 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION 62 SUBMISSION OF STOCKHOLDER PROPOSALS AND OTHER MATTERS 63 Stockholders with the Same Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 ANNEX A: DEFINITION AND RECONCILIATION OF NON-GAAP MEASURES A-1 ii ADM Proxy Statement 2019


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    PROXY SUMMARY 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. General Information Items to Be Voted On See pages 5–6 Election of Directors for a One-Year Term Meeting: Annual Meeting of Stockholders (See pages 7–11) Date: Wednesday, May 1, 2019 Ratification of Appointment of Independent Registered Public Time: 8:30 A.M. Accounting Firm (Ernst & Young LLP) Location: JAMES R. RANDALL RESEARCH CENTER, (See page 61) 1001 Brush College Road, Decatur, Illinois Advisory Vote on Executive Compensation Record Date: March 11, 2019 (See page 62) Stock Symbol: ADM Exchange: NYSE Corporate Governance See pages 7–23 Common Stock Outstanding: 560,090,583 as of March 11, 2019 Director Nominees: 12 Registrar & Transfer Agent: Hickory Point Bank and • Alan L. Boeckmann (Independent) Trust, fsb • Michael S. Burke (Independent) State of Incorporation: Delaware • Terrell K. Crews (Independent) Corporate Headquarters and Principal Executive Office: • Pierre Dufour (Independent) 77 West Wacker Drive, Suite 4600, • Donald E. Felsinger (Independent) Chicago, Illinois 60601 • Suzan F. Harrison (Independent) Corporate Website: www.adm.com • Juan R. Luciano • Patrick J. Moore (Independent) • Francisco J. Sanchez (Independent) Executive Compensation See pages 43–54 • Debra A. Sandler (Independent) • Lei Z. Schlitz (Independent) CEO: Juan R. Luciano • Kelvin R. Westbrook (Independent) CEO 2018 Total Direct Compensation: • Salary: $1,300,008 Director Term: One year • Non-Equity Incentive Plan Compensation: $5,020,600 Director Election Standard: Majority voting standard for • Long-Term Incentives: $13,204,353 uncontested elections Board Meetings in 2018: 12 CEO Employment Agreement: No Board Committee Meetings in 2018: Change-in-Control Agreement: No • Audit – 9 Stock Ownership Guidelines: Yes • Compensation/Succession – 4 Hedging Policy: Yes • Nominating/Corporate Governance – 4 Supermajority Voting Requirements: No Stockholder Rights Plan: No ADM Proxy Statement 2019 1


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    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. ADM’s 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. 11 of our 12 current directors are independent and only independent directors serve on the Audit, Compensation/ We use majority voting for uncontested director elections. Succession, and Nominating/Corporate Governance Committees. We have an independent Lead Director, selected by the independent directors. The Lead Director provides the Board with Our independent directors meet in executive session at each independent leadership, facilitates the Board’s independence from regular in-person board meeting. management, and has broad powers as described on page 12. We have a policy prohibiting directors and officers from trading in Significant stock ownership requirements are in place for derivative securities of our company, and no NEOs or directors directors and executive officers. have pledged any company stock. The Board and each standing committee annually conduct Individuals cannot stand for election as a director once they evaluations of their performance. Directors annually evaluate each reach age 75, and our Corporate Governance Guidelines set other, and these evaluations are used to assess future limits on the number of for-profit company boards on which a re-nominations to the Board. director can serve. Our bylaws include a “proxy access” provision under which a Holders of 10% or more of our common stock have the ability to small group of stockholders who has owned at least 3% of our call a special meeting of stockholders. 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


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    Proxy Summary Voting Matters and Board Recommendations Voting Matters and Board Recommendations Board Voting Page Proposal Recommendation 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 nominee’s biography beginning on page 8. Agriculture, Current Food, or or Retail Recent Non-U.S. Risk Government/ Consumer Corporate Sustainability/ CEO Business Management M&A Public Policy Business Governance 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


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    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 nominee’s biography beginning on page 8. Diversity Independence Independent 11 of 12 50% 92% Overall Diversity Independent 5 Average Age are African American, Asian, 70+ Under 60 or Hispanic 2 5 62 Years 60-69 5 3 are female Average Tenure 10+ 0-5 2 6 5 6 have Years non-US backgrounds 6-10 4 4 ADM Proxy Statement 2019


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    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 pre- viously 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 cus- todians 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 stockholder’s 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 meet- ing. 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


  • Page 18

    General Information About the Annual Meeting and Voting Principal Holders of Voting Securities The use of cameras, video or audio recorders, or other recording Under our bylaws, stockholders elect our directors by a majority devices in the James R. Randall Research Center is prohibited. The vote in an uncontested election (one in which the number of nomi- display of posters, signs, banners, or any other type of signage by nees is the same as the number of directors to be elected) and by a any stockholder in the James R. Randall Research Center is also plurality vote in a contested election (one in which the number of prohibited. Firearms are also prohibited in the James R. Randall nominees exceeds the number of directors to be elected). Because Research Center. this year’s election is an uncontested election, each director nominee receiving a majority of votes cast will be elected (the number of Any request to deviate from the admittance guidelines described shares voted “for” a director nominee must exceed the number of above must be in writing, addressed to our office at Archer-Daniels- shares voted “against” that nominee). Approval of each other pro- Midland Company, Attention: Secretary, 77 West Wacker Drive, posal presented in the proxy statement requires the affirmative vote Suite 4600, Chicago, Illinois 60601, and received by us by April 15, of the holders of a majority of the outstanding shares of common 2019. We will also have personnel in the lobby of the James R. Ran- stock present in person or by proxy at the meeting and entitled to dall Research Center beginning at 7:30 A.M. on the day of the meet- vote on that matter. Shares not present at the meeting and shares ing to consider special requests. voting “abstain” have no effect on the election of directors. For the If you properly execute the enclosed proxy form, your shares will be other proposals to be voted on at the meeting, abstentions are voted at the meeting. You may revoke your proxy form at any time treated as shares present or represented and voting, and therefore prior to voting by: have the same effect as negative votes. Broker non-votes (shares held by brokers who do not have discretionary authority to vote on (1) delivering written notice of revocation to our Secretary; the matter and have not received voting instructions from their cli- (2) delivering to our Secretary a new proxy form bearing a date ents) are counted toward a quorum, but are not counted for any later than your previous proxy; or purpose in determining whether a matter has been approved. (3) attending the meeting and voting in person (attendance at the meeting will not, by itself, revoke a proxy). 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 56,519,435(1) 10.09 One State Farm Plaza, Bloomington, IL 61710 The Vanguard Group 46,171,267(2) 8.24 100 Vanguard Blvd., Malvern, PA 19355 BlackRock, Inc. 44,393,781(3) 7.93 55 East 52nd Street, New York, NY 10055 State Street Corporation 34,591,254 (4) 6.18 One Lincoln Street, Boston, MA 02111 (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


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    Proposal No. 1 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 poten- tial 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 Direc- tors (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 sub- stitute 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 year’s 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 Committee’s 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 director- ships 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 bene- ficially 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


  • Page 20

    Proposal No. 1 — Election of Directors for a One-Year Term Director Nominees DIRECTOR NOMINEES Alan L. Boeckmann Terrell K. Crews Age: 70 Age: 63 Director since: 2012 Director since: 2011 Common stock owned: 37,329(1) Common stock owned: 30,140(3) Percent of class: * Percent of class: * Former Principal Occupation or Position: Non-Executive Chairman of Former Principal Occupation or Position: Executive Vice President, Fluor Corporation (an engineering and construction firm) from Chief Financial Officer and Vegetable Business Chief Executive Officer 2011 – February 2012; Chairman and Chief Executive Officer of Fluor of Monsanto Company (an agricultural company) from 2007 – 2009. Corporation from 2002 – 2011. Directorships of Other Publicly-Owned Companies: Director of Directorships of Other Publicly-Owned Companies: Director of WestRock Company and Hormel Foods Corporation. Director of Rock- Sempra Energy and BP p.l.c.(2) Tenn Company within the past five years. Qualifications and Career Highlights: Qualifications and Career Highlights: Prior to retiring in February 2012, Mr. Boeckmann served in a variety of Mr. Crews retired from Monsanto Company in 2009. He served as Execu- engineering and executive management positions during his 35-plus tive Vice President, Chief Financial Officer and Vegetable Business CEO year career with Fluor Corporation, including non-executive Chairman of for Monsanto Company from 2007 to 2009, and Executive Vice President the Board from 2011 to February 2012, Chairman of the Board and Chief and Chief Financial Officer from 2000 to 2007. Mr. Crews brings to the Executive Officer from 2002 to 2011, and President and Chief Operating Board of Directors extensive expertise in finance and related functions, Officer from 2001 to 2002. His tenure with Fluor Corporation included as well as significant knowledge of corporate development, agri- responsibility for global operations and multiple international assign- business, and international operations. ments. Mr. Boeckmann currently serves as a director of Sempra Energy and BP p.l.c. Mr. Boeckmann has been an outspoken business leader in Pierre Dufour promoting international standards for business ethics. His extensive board and executive management experience, coupled with his Age: 63 commitment to ethical conduct in international business activities, Director since: 2010 makes him a valuable addition to the Board of Directors. Common stock owned: 28,714(4) Percent of class: * Former Principal Occupation or Position: Senior Executive Vice Michael S. Burke President of Air Liquide Group (a leading provider of gases for industry, Age: 55 health, and the environment) from 2007 – July 2017. Director since: 2018 Directorships of Other Publicly-Owned Companies: Director of Air Common stock owned: 2,559(1) Liquide S.A. Director of National Grid plc. within the past five years. Percent of class: * Principal Occupation or Position: Chairman and Chief Executive Officer Qualifications and Career Highlights: of AECOM (a global infrastructure firm) since March 2015; Chief Executive Officer of AECOM since March 2014; President of AECOM Prior to retiring in July 2017, Mr. Dufour served as Senior Executive Vice from 2011 to March 2014. President of Air Liquide Group, the world leader in gases for industry, Directorships of Other Publicly-Owned Companies: Chairman of health, and the environment. Having joined Air Liquide in 1997, AECOM. Director of Rentech Inc. and Rentech Nitrogen Fertilizer MLP Mr. Dufour was named Senior Executive Vice President in 2007. within the past five years. Mr. Dufour’s tenure with Air Liquide Group included supervision of operations in the Americas, Africa-Middle East, and Asia-Pacific zones, and he also was responsible for Air Liquide’s industrial World Business Qualifications and Career Highlights: Lines, Engineering and Construction. Mr. Dufour was elected to the Mr. Burke was appointed Chief Executive Officer and Chairman of the board of Air Liquide S.A. in May 2012. Mr. Dufour’s qualifications to Board of AECOM, an infrastructure firm that designs, builds, finances, serve as a director of our company include his substantial leadership, and operates infrastructure assets in more than 150 countries. Mr. Burke engineering, operations management, and international business joined AECOM in October 2005 and has held several leadership posi- experience. tions, including Senior Vice President, Corporate Strategy, Chief Corpo- rate Officer, and Chief Financial Officer. Prior to joining AECOM, Mr. Burke was with the accounting firm KPMG LLP, serving in various leadership positions. Mr. Burke brings to the Board of Directors his deep expertise in accounting and finance, his experience as a CEO, and his involvement in projects throughout the world. 8 ADM Proxy Statement 2019


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    Proposal No. 1 — Election of Directors for a One-Year Term Director Nominees Donald E. Felsinger Juan R. Luciano Age: 71 Age: 57 Director since: 2009 Director since: 2014 Common stock owned: 117,015(5) Common stock owned: 2,379,751(7) Percent of class: * Percent of class: * Former Principal Occupation or Position: Executive Chairman of Principal Occupation or Position: Chairman of the Board, Chief Sempra Energy (an energy services company) from 2011 – December Executive Officer and President since January 2016; Chief Executive 2012. Officer and President since January 2015; President and Chief Directorships of Other Publicly-Owned Companies: Lead Director of Operating Officer from February 2014 – December 2014; Executive Vice Northrop Grumman Corporation and Director of Gannett Co., Inc. President and Chief Operating Officer from 2011 – February 2014. Directorships of Other Publicly-Owned Companies: Director of Eli Lilly and Company.(8) Qualifications and Career Highlights: Mr. Felsinger brings extensive experience as a board member, chair and CEO with Fortune 500 companies. Mr. Felsinger retired as Executive Qualifications and Career Highlights: Chairman of Sempra Energy in December 2012. His leadership roles at Mr. Luciano joined ADM in 2011 as executive vice president and chief Sempra Energy and other companies have allowed him to provide the operating officer, was named president in February 2014, was named Board of Directors with his expertise in mergers and acquisitions, envi- Chief Executive Officer in January 2015, and was named Chairman of the ronmental matters, corporate governance, strategic planning, engineer- Board in January 2016. Mr. Luciano has overseen the commercial and ing, finance, human resources, compliance, risk management, production activities of ADM’s Corn, Oilseeds, and Agricultural Services international business, and public affairs. businesses, as well as its research, project management, procurement, and risk management functions. He also has overseen the company’s Suzan F. Harrison operational excellence initiatives, which seek to improve productivity and efficiency companywide. He has led the company’s efforts to Age: 61 improve its capital, cost, and cash positions. Previously, Mr. Luciano was Director since: 2017 with The Dow Chemical Company, where he last served as executive vice Common stock owned: 6,423(1) president and president of the performance division. Percent of class: * Principal Occupation or Position: President of Global Oral Care at Patrick J. Moore Colgate-Palmolive Company (a global household and consumer products company) since 2011(6); President of Hill’s Pet Nutrition Inc. Age: 64 North America from 2009 – 2011; Vice President, Marketing for Colgate Director since: 2003 U.S. from 2006 – 2009. Common stock owned: 57,796(1) Percent of class: * Principal Occupation or Position: President and Chief Executive Officer Qualifications and Career Highlights: of PJM Advisors, LLC (an investment and advisory firm) since 2011; Ms. Harrison is currently President of Global Oral Care at Colgate- Chief Executive Officer of Smurfit-Stone Container Corporation from Palmolive Company, a worldwide consumer products company focused 2010 – 2011(9). on the production, distribution, and provision of household, health care, Directorships of Other Publicly-Owned Companies: Chairman of and personal products. She was previously President of Hill’s Pet Energizer Holdings, Inc. Director of Rentech Inc. and Exelis, Inc. within Nutrition Inc. North America, a position she held from 2009 to 2011. the past five years. Additionally, she served as Vice President, Marketing for Colgate U.S. from 2006 to 2009, and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America and Europe from 2005 to Qualifications and Career Highlights: 2006. Previously, Ms. Harrison held a number of leadership roles at Mr. Moore retired as Chief Executive Officer of Smurfit-Stone Container Colgate commencing in 1983. Ms. Harrison’s qualifications to serve as a Corporation in 2011, and held positions of increasing importance at director of our company include her extensive leadership, management, Smurfit-Stone and related companies since 1987. Prior to 1987, operations, marketing, and international experience. Mr. Moore served 12 years at Continental Bank in various corporate lending, international banking, and administrative positions. Mr. Moore brings to the Board of Directors his substantial experience in leadership, banking and finance, strategy development, sustainability, and oper- ations management. ADM Proxy Statement 2019 9


  • Page 22

    Proposal No. 1 — Election of Directors for a One-Year Term Director Nominees Francisco J. Sanchez Lei Z. Schlitz Age: 59 Age: 52 Director since: 2014 Director since: — Common stock owned: 20,655(10) Common stock owned: 0 Percent of class: * Percent of class: * Principal Occupation or Position: Senior Managing Director of Pt. Principal Occupation or Position: Executive Vice President, Food Capital (a private equity firm) and Chairman of CNS Global Advisors (an Equipment at Illinois Tool Works Inc. (a global multi-industrial international trade and investment consulting firm) since November manufacturer) since September 2015; Group President, Worldwide 2013; Under Secretary for International Trade, U.S. Department of Ware-Wash, Refrigeration, and Weigh/Wrap Businesses at Illinois Tool Commerce from 2010 – November 2013. Works from 2011 to December 2015; Vice President, Research & Directorships of Other Publicly-Owned Companies: Director of Good Development, and Head of ITW Technology Center at Illinois Tool Works Resources Holdings Ltd. within the past five years. from 2008 – 2011. Qualifications and Career Highlights: Qualifications and Career Highlights: Mr. Sanchez is the founder and chairman of the board of CNS Global Dr. Schlitz is currently Executive Vice President of the Food Equipment Advisors, a firm focused on international trade and investment. In addi- segment at Illinois Tool Works Inc., a publicly held, global tion, he is a Senior Managing Director at Pt. Capital, a private equity firm multi-industrial manufacturer. She oversees a global commercial food focused on responsible investments in the Pan Arctic. In 2009, President equipment business, serving institutional, industrial, restaurant, and Obama nominated Mr. Sanchez to be the Under Secretary for Interna- retail customers around the world. Previously, she has served in leader- tional Trade at the U.S. Department of Commerce. He was later unan- ship roles at Illinois Tool Works, serving as the group president of vari- imously confirmed by the U.S. Senate. Mr. Sanchez served in that role ous food equipment businesses and leading research and development until November 2013. There he was responsible for strengthening the efforts. Dr. Schlitz brings extensive leadership experience in strategy competitiveness of U.S. industry, promoting trade and investment, development, growth initiatives, and operational excellence. enforcing trade laws and agreements, and implementing the President’s National Export Initiative. Mr. Sanchez brings to the Board of Directors Kelvin R. Westbrook substantial experience in public policy, international trade, and interna- tional investment. Age: 63 Director since: 2003 Debra A. Sandler Common stock owned: 45,700(1) Percent of class: * Age: 59 Principal Occupation or Position: President and Chief Executive Officer Director since: 2016 of KRW Advisors, LLC (a consulting and advisory firm) since 2007; Common stock owned: 10,054(1) Chairman and Chief Strategic Officer of Millennium Digital Media Percent of class: * Systems, L.L.C. (a broadband services company) (“MDM”)(11) from Principal Occupation or Position: President of LaGrenade Group, LLC 2006 – 2007. (a marketing consulting firm) since October 2015; Chief Health and Directorships of Other Publicly-Owned Companies: Director of Wellbeing Officer of Mars, Inc. from July 2014 – July 2015; President, T-Mobile USA, Inc. and Mosaic Company; Lead Independent Trust Chocolate, North America of Mars, Inc. from April 2012 – July 2014; Manager of Camden Property Trust. Director of Stifel Financial Corp. Chief Consumer Officer of Mars Chocolate North America from within the past five years. 2009 – March 2012. Directorships of Other Publicly-Owned Companies: Director of Gannett Co., Inc. Qualifications and Career Highlights: Mr. Westbrook brings legal, media, and marketing expertise to the Board Qualifications and Career Highlights: of Directors. He is a former partner of a national law firm, was the Presi- dent, Chief Executive Officer, and co-founder of two large cable television Ms. Sandler is currently President of LaGrenade Group, LLC, a marketing and broadband companies, and was or is a member of the board of sev- consultancy she founded to advise consumer packaged goods companies eral high-profile companies, including T-Mobile USA, Inc. and the operating in the Health and Wellness space. She was previously Chief National Cable Satellite Corporation, better known as C-SPAN. In addi- Health and Wellbeing Officer of Mars, Inc., a position she held from July tion to Mr. Westbrook’s current service on public company boards, he 2014 to July 2015. Additionally, she served as President, Chocolate, also serves on the board of a multi-billion-dollar not-for-profit health- North America from April 2012 to July 2014, and Chief Consumer Officer, care services company. Mars Chocolate North America from November 2009 to March 2012. Prior to joining Mars, Ms. Sandler spent 10 years with Johnson & Johnson in a variety of leadership roles. She currently serves on the board of Gannett Co., Inc. Ms. Sandler has strong marketing and operating experi- ence and a proven record of creating, building, enhancing, and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson, and PepsiCo. 10 ADM Proxy Statement 2019


  • Page 23

    Proposal No. 1 — Election of Directors for a One-Year Term Director Experiences, Qualifications, Attributes, and Skills; Board Diversity * Less than 1% of outstanding shares (7) Includes 318,709 shares held in trust, 238 shares held by a family-owned limited (1) Consists of stock units allocated under our Stock Unit Plan that are deemed to be the liability company, and 1,515,309 shares that are unissued but are subject to stock equivalent of outstanding shares of common stock for valuation purposes. options exercisable within 60 days. (2) Mr. Boeckmann has informed the board of directors of BP p.l.c. that he will not stand (8) Mr. Ray G. Young, Executive Vice President and Chief Financial Officer of the for reelection at its annual meeting of stockholders in May 2019. Company, serves as Director of Wilmar International Limited (“Wilmar”). Mr. Luciano serves as Alternate Director of Wilmar to Mr. Young. (3) Includes 29,380 stock units allocated under our Stock Unit Plan. (9) Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed (4) Includes 21,014 stock units allocated under our Stock Unit Plan. voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in (5) Includes 57,015 stock units allocated under our Stock Unit Plan and 60,000 shares January 2009. held in trust. (10) Includes 17,655 stock units allocated under our Stock Unit Plan. (6) Ms. Harrison has informed the Company that she plans to retire from her position (11) Broadstripe, LLC (formerly MDM) and certain of its affiliates filed voluntary with Colgate-Palmolive Company effective as of April 1, 2019. petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately fifteen months after Mr. Westbrook resigned from MDM. DIRECTOR EXPERIENCES, QUALIFICATIONS, DIRECTOR NOMINATIONS FROM STOCKHOLDERS ATTRIBUTES, AND SKILLS; BOARD DIVERSITY The Nominating/Corporate Governance Committee will consider In assessing an individual’s qualifications to become a member of nominees recommended by a stockholder, provided that the stock- the Board, the Nominating/Corporate Governance Committee may holder submits the nominee’s name in a written notice delivered to consider various factors including education, experience, judgment, our Secretary at our principal executive offices not less than 60 nor independence, integrity, availability, and other factors that the more than 90 days prior to the anniversary date of the immediately Committee deems appropriate. The Nominating/Corporate Gover- preceding annual stockholders’ meeting. However, if the annual nance Committee strives to recommend candidates that comple- meeting is called for a date that is not within 30 days before or after ment the current board members and other proposed nominees so such anniversary date, the notice must be received at our principal as to further the objective of having a board that reflects a diversity executive offices not later than the close of business on the tenth of background and experience with the necessary skills to effec- day following the day on which such notice of the date of the annual tively perform the functions of the Board and its committees. In meeting was mailed or public disclosure of the date of the annual addition, the Committee considers personal characteristics of meeting was made (whichever first occurs). Different notice deliv- nominees and current board members, including race, gender, and ery requirements may apply if the number of directors to be elected geographic origin, in an effort to obtain a diversity of perspectives at an annual meeting is being increased, and we do not make a pub- on the Board. lic announcement naming all of the nominees or specifying the size of the increased board at least 100 days prior to the first anniver- The specific experience, qualifications, attributes, and skills that sary of the preceding year’s annual meeting. Any notice of a stock- qualify each of our directors to serve on the Board are described in holder nomination must set forth the information required by the biographies above and in the Proxy Summary under “Director Section 1.4(c) of our bylaws, and must be accompanied by a written Nominee Qualifications and Experience” on pages 8 – 11 and consent from the proposed nominee to being named as a nominee “Director Nominee Diversity, Age, Tenure, and Independence” on and to serve as a director if elected, and a written statement from page 4. the proposed nominee as to whether he or she intends, if elected, to tender the advance, contingent, irrevocable resignation that would become effective should the individual fail to receive the required vote for re-election at the next meeting of stockholders. Stock- holders may also have the opportunity to include nominees in our proxy statement by complying with the requirements set forth in Section 1.15 of our bylaws. All candidates, regardless of the source of their recommendation, are evaluated using the same criteria. ADM Proxy Statement 2019 11


  • Page 24

    Board Leadership and Oversight Board Leadership Structure Our company’s 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 sepa- rated. The Board’s 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 Chair- man 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 company’s 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 company’s strategy, and has access to the people, information, and resources neces- sary 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 Board’s annual meeting. Mr. Felsinger is currently serving as Lead Direc- tor. The Board believes that having an independent Lead Director provides the Board with independent leadership and facili- tates 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 Director’s responsibilities, as set forth in the Corporate Governance Guidelines, in con- nection 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 agen- das, 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 recom- mendations to the Nominating/Corporate Governance Committee; (v) advises the Nominating/Corporate Governance Commit- tee 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 Board’s 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 Execu- tive 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 Board’s 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 Board’s 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 Board’s delegation of authority parameters also serve to foster effective board leadership. 12 ADM Proxy Statement 2019


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    Board Leadership and Oversight Board Role in Risk Oversight Board Role in Risk Oversight Management is responsible for day-to-day risk assessment and mitigation activities, and our company’s Board of Directors is responsible for risk oversight, focusing on our company’s overall risk management strategy, our company’s degree of tolerance for risk, and the steps man- agement is taking to manage our company’s risks. While the Board as a whole maintains the ultimate oversight responsibility for risk man- agement, 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 company’s enterprise risk management process and regularly discusses our company’s major risk exposures, the steps management has taken to monitor and control such exposures, and guidelines and policies to govern our company’s 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 multi- ple functional and regional areas within our company, with broad oversight of the risk management process. BOARD OF DIRECTORS Audit Committee Nominating/Corporate Compensation/ Sustainability and • assists the Board in ful- Governance Committee Succession Committee Corporate filling its oversight • has authority to assign • assesses potential Responsibility responsibility to the oversight of specific risks associated with Committee stockholders relating to areas of risk to other compensation • has been approved by the company’s major committees decisions the Board of Directors risk exposures • recommends director • engages an to be created and to • oversees the compa- nominees who it independent outside have oversight ny’s enterprise risk believes will capably consultant every other responsibility for sus- management process assess and monitor risk year to review the tainability and corpo- • regularly discusses the company’s compensa- rate responsibility steps management has tion programs and matters taken to monitor and evaluate the risks in control risk exposure such programs; the consultant attends all • regularly reports to the committee meetings Board regarding to advise the significant matters committee identified SENIOR MANAGEMENT Enterprise Risk Management Committee • ensures implementation and main- • identifies roles and responsibilities • regularly evaluates the overall design tenance of a process to identify, across our company in regard to risk and operation of the risk assessment evaluate, and prioritize risks to our assessment and control functions and control process, including devel- company’s objectives • promotes consistency and stand- opment of relevant metrics and • ensures congruence of risk decisions ardization in risk identification, indicators with our company’s values, policies, reporting, and controls across our • reports regularly to senior manage- procedures, measurements, and company ment and the Board regarding the incentives or disincentives • ensures sufficient information capa- above-described processes and the • supports the integration of risk bilities and information flow to sup- most significant risks to our compa- assessment and controls into main- port risk identification and controls ny’s objectives stream business processes, planning, and alignment of technology assets and decision-making ADM Proxy Statement 2019 13


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    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 responsi- bility aren’t 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 company’s 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 ADM’s 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: • We aim to conserve water and improve water quality through: • renewable product and process innovations, such as our • supply chain projects specifically focusing on water con- carbon sequestration project in Decatur, Illinois, servation and improving water quality, • supply chain commitments, such as our Commitment to • water-reduction efforts and efficiency improvement proj- No-Deforestation, and ects in our own operations, which have resulted in 2 billion • a strategic approach to operational excellence which emphasizes gallons of water saved over six years, and enhancing the efficiency of our production plants throughout our • the Ceres and World Wildlife Fund AgWater Challenge, global operations, including through a centralized energy through which we have set measurable, time-bound management team that enables us to identify and share success- commitments to mitigate water risks, reduce water ful programs across business or geographic regions. impacts associated with key commodities, and provide • See the charts below illustrating our progress toward our green- support and education to growers about water steward- house gas emissions and energy intensity goals: ship practices. • See the chart below illustrating our progress toward our water- GHG Intensity Reduction reduction goals: 18 16 Water Intensity Reduction 14 12 30 10 25 8 20 6 4 15 2 10 0 2010 2012 2014 2016 2018 2020 5 % reduction target 0 2008 2010 2012 2014 2016 2018 Energy Intensity Reduction % reduction target 30 25 20 15 10 5 0 2010 2012 2014 2016 2018 2020 % reduction target 14 ADM Proxy Statement 2019


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    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 connect- • We are a responsible steward to our natural resources: ing the harvest to the home: • in 2015, we committed to no deforestation, no planting on • with a vast and diverse global value chain that includes peat, and no exploitation (No DPE) in our palm and South approximately 500 crop procurement locations, 270 American soy supply chains through our Commitment to ingredient manufacturing facilities, 44 innovation centers No-Deforestation, and and the world’s premier crop transportation network, • we report our progress with respect to our No DPE efforts • through our corporate social investment program, ADM to the public at www.adm.com/progresstracker. Cares, which supports food security and hunger relief proj- • We require all ADM colleagues and suppliers to comply with ects globally, and ADM’s Human Rights Policy. • 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. For more information, please review our Corporate Sustainability Report, found at www.adm.com/sustainability. Board Role in Overseeing Political Activities The Board of Directors believes that participation in the political We engage in a centralized, deliberative process when making deci- process is important to our business. We and our political action sions about the company’s political participation to ensure that it committee (ADMPAC) therefore support candidates for political complies with all applicable laws and makes appropriate dis- office and organizations that share our pro-growth vision, our aspi- closures. Contributions of greater than $1,000 typically require the rations for the future of global agriculture, and our commitment to approval of the board of directors of ADMPAC, a political action the people who depend on it for their lives and livelihoods. Deci- committee funded by our employees’ voluntary contributions. The sions to support particular candidates and/or organizations are ADMPAC board of directors is chaired by the vice president of state subject to fixed policies and determined by the company’s best government relations and composed of employees who represent interests, not the personal political preferences of our company’s various areas of the company. Contributions of less than $1,000 executives. ADMPAC submits to the Federal Election Commission may be authorized by the company’s vice president of government (FEC) regular, detailed reports on all federal political contributions, relations and vice president of state government relations. which reports are available to the public on the FEC’s website. Sim- The Board of Directors provides oversight of ADMPAC’s and the ilarly, contributions to state candidates are disclosed to relevant company’s political activities, political contributions, and com- state authorities and typically disclosed on individual states’ pliance with relevant laws. At each quarterly board meeting, ADM websites. management provides the Nominating/Corporate Governance In addition to our contributions to individual candidates for public Committee with a detailed report on our political contributions in office and candidate committees, we also support a small number of the previous quarter. Any member of the Board may obtain further so-called “527” groups, including the Democratic Governors detailed information concerning political contributions, trade Association, the Republican Governors Association, Ag America, and associations, compliance with federal and state laws, or any other the Republican State Leadership Committee. We have not sup- related topic. ported independent political expenditures or 501(c)(4) orga- For more information on ADM’s political policies and activities, please nizations. Finally, we have memberships in several industry, trade, see https://www.adm.com/our-company/us-political-contributions. and business associations representing agriculture and the business community. If a trade association engages in political activity, the amount of dues associated with this political advocacy is reported in our quarterly LD2 filings. ADM Proxy Statement 2019 15


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    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 Nomi- nating/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 per- formance 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 Director’s individual evaluation with him or her. Results of the performance evaluations of the committees and the Board are discussed at appro- priate 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. Other evaluations Evaluation Results are delivered Outside firm are discussed at questionnaires and discussed with collects results committee meetings and are distributed each director 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


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    Independence of Directors Independence of Directors The Board of Directors has reviewed business and charitable relationships between our company and each non-employee direc- tor 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 director’s or nominee’s 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that that this arrangement did not exceed the NYSE’s 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. Boeckmann’s 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of AECOM’s 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. Burke’s independence. In determining that Mr. Crews is independent, the Board considered that, in the ordinary course of business, WestRock Com- pany, of which Mr. Crews is a director, purchased various products from our company and sold various products to our com- pany and that Hormel Foods Corporation, of which Mr. Crews is a director, purchased certain commodity products from our company, all on an arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSE’s threshold of 2.0% of WestRock Company’s or Hormel Foods Corporation’s con- solidated 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s threshold of 2.0% of Air Liquide Group’s 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. Dufour’s 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s 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. Felsinger’s 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrange- ment did not exceed the NYSE’s threshold of 2.0% of Colgate-Palmolive Company’s 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. Harrison’s independence. ADM Proxy Statement 2019 17


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    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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s 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. Sandler’s 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that this arrangement did not exceed the NYSE’s 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 trans- actions, and that such transactions do not impair Dr. Schlitz’s 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 arm’s-length basis during the fiscal year ended December 31, 2018. The Board determined that these arrangements did not exceed the NYSE’s threshold of 2.0% of Mosaic Company’s 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. Westbrook’s independence. NYSE 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 director’s 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 director’s 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 director’s immediate family is employed by one of our independent auditors and personally works on our audits, or the director or a member of the director’s 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 director’s 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 director’s 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 company’s consolidated gross revenues. 18 ADM Proxy Statement 2019


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    Independence of Directors Corporate Governance Guidelines Bylaw Independence 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 7. does not personally receive or is not an employee of a foundation, university, or other institution that receives grants or endowments from us, that are material to us, the recipient, or the foundation, university, or institution. Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set forth the Board’s 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, Atten- tion: 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 Board’s 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 Nomi- nating/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


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    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 Board’s 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 Sustain- ability 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 commit- tees of more than two other public companies unless the Board determines that such service would not impair such director’s ability to serve effectively on the Audit Committee. The Audit Committee reviews: 1. the overall plan of the annual independent audit; 7. the performance of our company’s compliance func- tion; 2. financial statements; 8. business and charitable relationships and transactions 3. the scope of audit procedures; between us and each non-employee director, director 4. the performance of our independent auditors and internal nominee, and executive officer to assess potential con- auditors; flicts of interest and impairment of independence; and 5. the auditors’ evaluation of internal controls; 9. the company’s earnings press releases and information provided to analysts and investors 6. matters of legal and regulatory compliance; 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


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    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 6. reviews and monitors our succession plans; management; 7. approves awards to employees pursuant to our incentive 2. reviews and approves the compensation policy for all of our compensation plans; employees and our subsidiaries other than senior management; 8. approves major modifications in the employee benefit plans 3. approves all compensation elements with respect to our direc- with respect to the benefits that salaried employees receive tors, executive officers, and all employees with a base salary of under such plans; and $500,000 or more; 9. ensures succession processes are in place to aid business 4. reviews and monitors our financial performance as it affects our continuity. compensation policies or the administration of those policies; 5. establishes and reviews a compensation policy for non-employee directors; 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 Officer’s 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 committee’s processes for determining executive compensation, see the section of this proxy statement entitled “Compensation Discussion and Analysis.” ADM Proxy Statement 2019 21


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    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 mem- bers 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, 4. leads the evaluation of the directors, the Board, and board including evaluating individuals appropriately suggested by committees; and stockholders in accordance with our bylaws; 5. has oversight responsibility for certain of the company’s 2. recommends individuals to the Board for nomination as mem- corporate objectives and policies. bers of the Board and board committees; 3. develops and recommends to the Board a set of corporate gover- nance principles applicable to the company; 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 corpo- rate responsibility matters. For more information on the company’s 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 dele- gated 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


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    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 institu- tional 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 cur- rent 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 con- tinue to evolve and reflect the insights and perspectives of our many stakeholders. We welcome suggestions from our stock- holders on how the Board and management can enhance this dialogue in the future. COMMUNICATIONS WITH DIRECTORS 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 direc- tor 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. CODE OF CONDUCT The Board has adopted a Code of Conduct that sets forth standards regarding matters such as honest and ethical conduct, com- pliance 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


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    Executive Stock Ownership 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 sig- nificant ownership position in shares of our common stock to further align the interests of senior management with the stock- holders’ 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 individual’s base salary, depending on each individual’s level of responsibility with our company; no sales can be made until guidelines are met. The stock ownership guidelines applicable to the named executive offi- cers (as defined herein) are set forth below. Ownership Guideline Executive 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. Common Stock Options Exercisable Executive Beneficially Owned 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


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    Compensation Discussion and Analysis Our Compensation Philosophy and Objectives ADM’s executive compensation programs are designed to align the interests of our executive officers with those of our share- holders. 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 stock- holder value. Table of Contents Section Page 1. Executive Summary 26 2. Components of Executive Compensation 27 3. Executive Compensation Best Practices 30 4. Oversight of Executive Compensation 31 5. 2018 Executive Compensation 33 6. Peer Group 39 7. Employment Agreements, Severance, and Change-in-Control Benefits 40 8. Governance Features of Our Executive Compensation Programs 41 ADM Proxy Statement 2019 25


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    Compensation Discussion and Analysis Section 1 — Executive Summary Section 1 — Executive Summary OUR COMPENSATION ELEMENTS 2018 ADM PERFORMANCE In 2018, the three key elements of our pay program continued to be In 2018, we grew earnings per share, improved returns on invested base salary, annual cash incentive awards, and long-term incentive capital, and generated positive economic value added. Our focus on (LTI) awards. We refer to the combination of these three elements efficiency and costs helped to increase adjusted earnings per share as “total direct compensation.” to $3.50 in 2018, a 44% increase from 2017. In 2018, we achieved a trailing four-quarter average adjusted return on invested capital We believe our salaries and performance-based annual cash (Adjusted ROIC) of 8.3%, 205 basis points above our 2018 weighted incentives awards encourage and reward current business results average cost of capital (WACC) of 6.25%. Our 2018 Adjusted EBITDA while our LTI awards and stock ownership guidelines reward sus- was $3.634 billion. The Adjusted EBITDA and Adjusted ROIC metrics tained performance. used to determine the 2018 performance compensation metric below is lower than the Adjusted EBITDA and Adjusted ROIC used in 2018 COMPENSATION CHANGES financial reporting. We continued executing the most sweeping port- For 2018, the Compensation/Succession Committee approved the folio transformation in 116 years by acquiring, investing in, or part- addition of three levels of performance (threshold, target, and nering with around 24 companies and divesting 9 businesses since stretch) to the strategic goals of our 2018 annual cash incentive 2014 to expand and focus our product portfolio. program to drive participant engagement and positive outcomes, including an opportunity to increase the percentage of Adjusted 2018 PERFORMANCE COMPENSATION EBITDA in excess of a specified threshold amount used to fund the CALCULATIONS bonus pool by up to an additional 1.35% in the aggregate. See Sec- We used the Adjusted EBITDA and Adjusted ROIC metrics (as noted tion 2 — Annual Cash Incentive for additional detail. above) to calculate the 2018 annual cash incentive target levels but excluded the 2017 biodiesel blender’s tax credit which was paid in 2018 as we included this credit in our 2017 performance compensa- tion calculation. The charts below show the performance compensa- tion calculations for FY2016 – FY2018. Adjusted EBITDA ($ Billions) Adjusted ROIC $3.55 8.1% $3.45 7.9% $3.35 $3.51 7.7% 7.9% $3.25 7.5% 7.3% $3.15 7.1% $3.05 $3.19 6.9% WACC = 6.6% $2.95 6.7% 6.9% $2.85 $3.00 6.5% WACC = 6.25% $2.75 6.3% WACC = 6.0% 6.1% $2.65 5.9% $2.55 5.7% 5.9% $2.45 5.5% FY2016 FY2017 FY2018 FY2016 FY2017 FY2018 (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


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    Compensation Discussion and Analysis Section 2 — Components of Executive Compensation IMPACT OF 2018 ADM PERFORMANCE ON In 2018, we actively managed our business portfolio to further EXECUTIVE PAY advance the largest portfolio transformation in the history of the company, which began in 2014. We accomplished this portfolio ADM executive total direct compensation is delivered through a mix transformation while taking billions of dollars in run-rate costs out of cash and equity awards that emphasize multiple performance of the business, including $302 million in 2018. We also have factors tied to stockholder value creation over near-, mid- and returned $8.6 billion to shareholders since 2014, $835 million of longer-term time horizons. that being in 2018. Section 2 — Components of Executive Compensation The company’s executive compensation program is built on a structure that balances short and long-term performance. We believe our sal- aries 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 company’s 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 company’s 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 Reviewed annually and set based on Fixed pay to recognize an individual’s role competitiveness versus the external FIXED Annual Base Salary market, individual performance, and and responsibilities internal equity Adjusted EBITDA, Adjusted ROIC, cost Achieve annual goals measured in terms savings, improvements in targeted Annual Cash of financial and individual performance Annual businesses, revenue growth, and Incentive linked to creation of stockholder value company and individual performance Restricted Reward for achievement of key drivers of Stock Units Align NEOs interests with stockholders stockholder value as evidenced in our PERFORMANCE (“RSUs”) and retain executive talent share price BASED Long-Term Reward for achievement of key drivers of Performance company performance and stockholder Align performance with interests of value as evidenced in our Adjusted Share Units stockholders and retain executive talent EBITDA, Adjusted ROIC, and relative total (“PSUs”) shareholder return (TSR) SALARY ANNUAL CASH INCENTIVE The Compensation/Succession Committee establishes base salaries We pay an annual cash incentive only if the company meets certain based on an executive’s position, skills, performance, experience, specified performance goals. The company’s annual cash incentive tenure, and responsibilities. The Committee annually assesses the program emphasizes company-wide performance objectives to competitiveness of base salary levels relative to salaries within the encourage the executives to focus on overall company success and marketplace for similar executive positions. The Committee also leadership to generate the most value across the entire company. considers factors such as individual performance, changes in Our assessment of company performance is directly tied to stock- responsibilities, and/or changes in competitive marketplace levels holder expectations by ensuring the delivery of threshold levels of in assessing any salary changes to executives. forward-looking metrics such as Adjusted EBITDA and Adjusted ROIC before awards may be earned. Individual performance and the ADM Proxy Statement 2019 27


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    Compensation Discussion and Analysis Section 2 — Components of Executive Compensation Compensation/Succession Committee’s informed judgment are including Health & Wellness, Animal Nutrition & S&S initiatives, incorporated to ensure actual awards appropriately reflect the Destination Marketing, and Oilseeds RPBO. Depending on the ach- company’s operating environment and individual executive con- ievement of the three goals and Adjusted EBITDA, the percentage of tributions. Adjusted EBITDA in excess of a specified threshold amount used to fund the bonus pool could range from 1.6% to 4.2%. Each strategic The company’s 2018 annual cash incentive program was primarily goal also can increase the Adjusted EBITDA percentage by 0.45% at based on two key measures of financial performance which are the stretch level, making the total range of Adjusted EBITDA 1.6% to Adjusted EBITDA and Adjusted ROIC relative to annual WACC, with 5.55%. final awards based on company and individual performance, as well as achievements related to the company’s strategic and business LTI AWARDS objectives. The annual cash incentive program includes a variable percentage of Adjusted EBITDA achieved and the achievement of The company’s LTI program is designed to reward sustained per- three specific strategic goals at three levels of performance formance and to attract and retain talented executives and employ- (threshold, target and stretch). The three strategic goals for 2018 ees. Historically, the Compensation/Succession Committee has were: (i) achieve between $100 million (threshold) and $250 million reviewed company performance by incorporating perspectives on (stretch) in run rate savings; (ii) realize operating profit improve- company and market factors, including relative and absolute stock- ments of between $100 million (threshold) and $150 million holder return and strategic, operating, and financial milestones. (stretch) in key target segments; and (iii) realize revenue growth For awards granted in 2018, LTI award grant sizes were based upon between $350 million (threshold) and $450 million (stretch) in market-based equity awards. The performance-based LTI awards year-on-year revenue from recent acquisitions and major projects. granted in 2018 used a mix of PSUs (50%) and RSUs (50%) to con- For 2018, the recent acquisitions and major projects included tinue the alignment of the interests of the NEOs and stockholders. Ingredients, Processing & Value Added, Grain & Logistics, WFSI, 28 ADM Proxy Statement 2019


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    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 secu- rity 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 company’s philosophy is to offer the same benefits to all U.S. salaried employees as are offered to the company’s NEOs. Retirement Program Eligibility Description 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 401(k) and ESOP All salaried employees 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. 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 participant’s base compensation each year. Those employees with 5 or more years of service as of ADM All salaried employees January 1, 2009, participate in a qualified traditional defined benefit formula where the Retirement Plan 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. 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 Employees with salaries deferred compensation account balances based upon hypothetical investment Compensation Plan above $175,000 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. Employees whose retirement Non-qualified deferred compensation plan that ensures participants in the Retirement Supplemental benefit is limited by applicable Plan receive an aggregate retirement benefit that would have been received if not for Retirement Plan IRS limits 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 employ- ees (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


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    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 don’t do”. What We Do What We Don’t Do ✓ Pay-for-Performance: We tie compensation to performance by setting clear and challenging company financial goals and ✗ No Employment Contracts/Agreements: We do not have an individual goals and having a majority of target total direct employment contract with any executive officer compensation consist of performance-based components ✓ Multiple Performance Metrics: We use performance measures including Adjusted EBITDA and Adjusted ROIC and strategic company goals for revenue growth, savings, and improvements ✗ No Dividends Paid on Unvested Performance Awards: We do in targeted businesses for annual cash incentives, as well as not pay dividends on unvested performance-based awards multi-year vesting or measurement periods ✓ Aggressive Stock Ownership and Retention Requirements: ✗ No Hedging: We prohibit NEOs from engaging in hedging We have stock ownership and retention requirements for our transactions with company common stock NEOs; no sales can be made until guidelines are met. ✓ Compensation-Related Risk Review: The Compensation/ Succession Committee regularly reviews compensation- ✗ No Repricing or Buyouts of Stock Options: Our equity plan related risks, with the assistance of independent consultants, to prohibits repricing or buyouts of underwater stock options confirm that any such risks are not reasonably likely to have a material adverse effect on the company ✓ Clawback Policy: The company has a policy to recover pre- viously paid cash and equity-based incentive compensation ✗ No Gross Up of Excise Tax Payments: We do not allow gross from executives in the event of a financial restatement, ethical up of excise tax payments misconduct, or other specified circumstances ✗ No Excessive Executive Perks: With the exception of certain ✓ Use of Independent Compensation Consultant: The Compen- benefits provided under our expatriate program, executive sation/Succession Committee retains an independent perquisites are limited to executive physicals, limited personal compensation consulting firm that performs no other consult- use of the company aircraft, and company-provided life ing services for the company and has no conflicts of interest insurance ✓ Regular Review of Proxy Advisor Policies and Corporate ✗ No Excessive Pledging: We prohibit executives from pledging Governance Best Practices: The Compensation/Succession company securities if they have not met stock ownership Committee regularly considers proxy advisor and corporate guidelines, and we require our executives to obtain approval governance best practices as they relate to our executive from our General Counsel before pledging company securities compensation programs ✓ Performance-Based Equity Awards: 50% of an executive’s 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. ✓ Double Trigger: Double trigger accelerated vesting of equity awards applied for a change in control ✓ Peer Group: 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


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    Compensation Discussion and Analysis Section 4 — Oversight of Executive Compensation SHAREHOLDER ENGAGEMENT address the key issues that are important to our shareholders as well as fostering long-term relationships. During the course of the Results of 2018 Advisory Vote on Executive Compensation year, an engagement team consisting of our Lead Director, Compen- At the 2018 Annual Meeting of Stockholders, we held the company’s sation/Succession Committee Chair, SVP of Human Resources, Gen- eighth advisory vote on executive compensation. Approximately eral Counsel, and Investor Relations and Sustainability staff met 94% of the advisory votes cast were in favor of our executive com- with several institutional shareholders to discuss matters of gover- pensation. The Compensation/Succession Committee believes that nance, compensation, environmental, and other issues. this strong level of support, and the similarly strong levels of sup- port manifested in prior years’ advisory votes, affirm broad stock- EXECUTIVE STOCK OWNERSHIP holder agreement with the alignment of existing executive The Board of Directors believes that it is important for each member compensation programs with stockholder interests and the of our senior management to acquire and maintain a significant Compensation/Succession Committee’s approach. After making sig- ownership position in shares of our common stock to further align nificant changes to the executive compensation program in 2017 to the interests of senior management with the stockholders’ interests. more closely align with stockholder interests, the Committee Accordingly, we have adopted a policy regarding ownership of considered this outcome in determining that no substantive changes shares of our common stock by senior management. The policy calls in the executive compensation programs would occur for 2019. At for members of senior management to own shares of common stock the Annual Meeting of Stockholders to be held on May 1, 2019, we with a fair market value within a range of one to six times that will again hold an advisory vote on executive compensation. The individual’s base salary, depending on each individual’s level of Compensation/Succession Committee will continue to consider responsibility with our company; no sales can be made until guide- stockholder feedback and the results from this year’s and future lines are met. The stock ownership guidelines applicable to our advisory votes on executive compensation. NEOs are set forth on page 24 under “Executive Stock Ownership.” Our company routinely conducts extensive proactive outreach to As of March 11, 2019, each of our NEOs is in compliance with our engage with key institutional shareholders to understand and stock ownership guidelines. Section 4 — Oversight of Executive Compensation THE ROLE OF THE COMPENSATION/SUCCESSION CEO and annually evaluate the performance of the Chairman COMMITTEE and CEO based on these criteria. The non-management directors also ratify the Chairman and CEO’s compensation. The board The Compensation/Succession Committee is composed solely of can also provide input and ratification on any additional independent directors and is responsible to the board of directors compensation-related issues. The Board also conducts an annual and the company’s stockholders for establishing the company’s review of the company’s performance. compensation philosophy and establishing and administering the company’s compensation policies and programs consistent with this THE ROLE OF THE COMPENSATION/SUCCESSION philosophy. The Compensation/Succession Committee’s COMMITTEE CONSULTANT responsibilities are set forth in its charter, which is available on the company’s website, www.adm.com. Additional information regard- The Compensation/Succession Committee retained Pay Governance ing the Compensation/Succession Committee’s authority to LLC as its independent executive compensation consultant. Pay determine compensation can be found under the caption Governance provides no other services to the company. The “Compensation/Succession Committee” elsewhere in this proxy independent compensation consultant reports directly to the Com- statement. pensation/Succession Committee, and provides the Compensation/ Succession Committee with objective and expert analyses and THE ROLE OF THE BOARD independent advice on executive and director compensation and other matters in support of the Compensation/Succession Commit- The Board approves the company’s business plan, which is one of tee’s responsibilities under its charter. Each Compensation/ the factors used to set financial business objectives for the annual Succession Committee meeting includes an executive session where cash incentive plan. The independent directors establish and the Compensation/Succession Committee meets exclusively with the approve all performance criteria for evaluating the Chairman and independent consultant; company management is not included in ADM Proxy Statement 2019 31


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    Compensation Discussion and Analysis Section 4 — Oversight of Executive Compensation these sessions. Outside of these sessions, the independent consultant THE COMMITTEE’S DECISIONS INCORPORATE THE interacts with the company’s management team solely on behalf of COMPANY’S EXECUTIVE COMPENSATION the Compensation/Succession Committee to assist the Compensa- OBJECTIVES tion/Succession Committee in fulfilling its duties and • Alignment of Executive and Stockholder Interests. We believe responsibilities. The Compensation/Succession Committee will only that a substantial portion of total compensation should be deliv- retain consultants that it believes will provide independent advice. ered in the form of equity in order to align the interests of the The Compensation/Succession Committee has assessed the company’s NEOs with the interests of the company’s stockholders. independence of Pay Governance pursuant to the SEC’s and NYSE’s Our RSU awards typically vest three years from the date of grant, rules and concluded that the work Pay Governance has performed and our stock option grants typically vest pro rata over a five-year does not raise any conflict of interest. period. Our PSU awards typically have a three-year performance period and vest only if certain performance metrics are achieved. THE ROLE OF EXECUTIVES In 2018, an average of 60% of actual total direct compensation To assist the Compensation/Succession Committee in determining paid to our NEOs was in the form of equity awards. The 2018 compensation for the NEOs other than himself, the company’s awards were comprised of time-based RSUs and performance- Chairman and CEO participates in discussions with the Compensa- based PSUs which use three forward looking metrics focused on tion/Succession Committee regarding the other officers’ perform- the cumulative three-year Adjusted EBITDA, Adjusted ROIC, and relative TSR as compared to the S&P 100 Industrials Index from ance and compensation. The Chairman and CEO provides the 2018 to 2020. We also protect our stockholders’ interest by includ- Compensation/Succession Committee with an assessment of the ing a clawback provision in agreements for long-term incentive other NEOs’ performance, both in terms of individual performance awards, enabling the company to recover awards if the recipient and with respect to the functions or business units they oversee. The engages in a broad range of prohibited conduct, including post- Chairman and CEO also recommends to the Compensation/ vesting non-competition and non-solicitation restrictions. Succession Committee, but does not vote on, annual base salary adjustments, individual and group performance factors, and short • Enable the Company to Attract and Retain Top Executive and long-term incentive award target levels that involve the other Talent. Stockholders are best served when we can attract, retain, NEOs. and motivate talented executives with compensation packages that are competitive and fair. The company’s compensation pro- The company’s Senior Vice President of Human Resources oversees gram for NEOs delivers a mix of salary, annual cash incentives, all employee compensation and the administration of benefits pro- and long-term incentives targeted to be market competitive as grams, under the oversight and direction of the Compensation/ described below. As a large, global company engaged in multiple Succession Committee. He prepares the majority of the materials for lines of business, the company’s competition for talent, business, the Compensation/Succession Committee meetings and provides and investment is broad. analyses that assist the Compensation/Succession Committee with its • NEO Compensation Should Reflect the Company’s Results. The decisions, such as summaries of competitive market practices, company’s executive compensation program emphasizes variable, summaries of the company’s succession planning actions, and reports performance-based pay and is targeted and assessed in the regarding the company’s performance. In addition, throughout the aggregate, although the Compensation/Succession Committee year, he facilitates meetings with management to help the reviews each component independently as well. Base salary is Compensation/Succession Committee gain a better understanding of reviewed annually and adjusted based on a variety of factors company performance. He ensures that the Compensation/ including, in addition to an evaluation relative to competitive Succession Committee is provided a rigorous assessment of market practices as described above, a subjective evaluation of year-to-date performance at each of its meetings. At the direction of each NEO’s overall performance, tenure, and changes in the Chairman of the Compensation/Succession Committee, the responsibilities, if applicable. Annual cash incentives are paid if, company’s Senior Vice President of Human Resources involves other and to the extent that, corporate goals approved by the Compensa- members of management in portions of the Compensation/ tion/Succession Committee are attained. For example, the annual Succession Committee meetings to participate in discussions related cash incentive plan for 2018 targeted awards at 100% to 200% of each NEO’s base salary, but actual payouts ranged from 183% to to company and individual performance and the company’s compen- 193% of the target level depending on company performance sation and benefit programs. The company’s executives leave meet- against the specific goals modified by certain individual perform- ings during discussions of individual compensation actions affecting ance factors. Performance-based equity compensation is assessed them personally and during all executive sessions, unless requested in a manner similar to the annual cash incentive compensation and to attend by the Compensation/Succession Committee. is designed to reward measurable results. 32 ADM Proxy Statement 2019


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    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 company’s 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 Com- pensation/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 compa- ny’s 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. 92.9% 86.7% Individual Tot Individual Tot al P al P Performance- erf Performance- erf or or Based Base m Based m an 6.4% 7.1% 6.1% an Base ce ce -B 13.3% -B ase ase d d Company Performance- Based CEO Company Other 21.0% Performance- Based NEOs Equity 21.4% Award Equity 59.2% Award 65.5% 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 Committee’s informed judgment as described in Section 4 — Oversight of Executive Compensation. ADM Proxy Statement 2019 33


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    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 company’s 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. Luciano’s base salary remained unchanged. Annual Cash • Mr. Luciano’s target annual cash incentive opportunity for 2018 was $2,600,000, or 200% of his base salary. Incentive • For 2018, the Compensation/Succession Committee elected to award Mr. Luciano an individual performance percentage of 45%. • Mr. Luciano’s 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 • In February 2018, Mr. Luciano received a LTI grant of $12,000,000. The grant was awarded as 50% PSUs and Incentives(1) 50% RSUs at the market equity award level. MR. YOUNG Component Pay Decisions Base Salary • In 2018, Mr. Young’s base salary remained unchanged. Annual Cash • Mr. Young’s target annual cash incentive opportunity for 2018 was $1,125,000, or 136% of his base salary. Incentive • For 2018, the Compensation/Succession Committee elected to award Mr. Young an individual performance per- centage of 45%. • Mr. Young’s 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 • In February 2018, Mr. Young received a LTI grant of $4,050,000. The grant was awarded as 50% PSUs and 50% Incentives(1) RSUs at the market equity award level. 34 ADM Proxy Statement 2019


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    Compensation Discussion and Analysis Section 5 — 2018 Executive Compensation MR. CUDDY Component Pay Decisions Base Salary • In 2018 Mr. Cuddy’s salary was $600,000. Annual Cash • Mr. Cuddy’s target annual cash incentive opportunity for 2018 was $600,000, or 100% of his base salary. Incentive • For 2018, the Compensation/Succession Committee elected to award Mr. Cuddy an individual performance per- centage of 35%. • Mr. Cuddy’s 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 • In February 2018, Mr. Cuddy received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% Incentives(1) RSUs at the market equity award level. MR. MORRIS Component Pay Decisions Base Salary • In 2018, Mr. Morris’s base salary remained unchanged. Annual Cash • Mr. Morris’s target annual cash incentive opportunity for 2018 was $650,000, or 100% of his base salary. Incentive • For 2018, the Compensation/Succession Committee elected to award Mr. Morris an individual performance per- centage of 45% based on performance against target business plan results. • Mr. Morris’s 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 • In February 2018, Mr. Morris received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% Incentives(1) RSUs at the market equity award level. ADM Proxy Statement 2019 35


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    Compensation Discussion and Analysis Section 5 — 2018 Executive Compensation MR. TAETS Component Pay Decisions Base Salary • In 2018, Mr. Taets’s base salary remained unchanged. Annual Cash • Mr. Taets’s target annual cash incentive opportunity for 2018 was $700,000, or 100% of his base salary. Incentive • For 2018, the Compensation/Succession Committee elected to award Mr. Taets an individual performance percent- age of 45%. • Mr. Taets’s 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 • In February 2018, Mr. Taets received a LTI grant of $2,800,000. The grant was awarded as 50% PSUs and 50% RSUs Incentives(1) 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 Compensa- tion/Succession Committee’s independent assessment of the company’s 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 Committee’s assessment of individual and group performance. For 2018 annual cash incentive payout, the bio- diesel blender’s 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% ROIC Factor Individual of Adjusted EBITDA Company 75% Company Payout Overall Cash 1.1 = Adj. ROIC = WACC+2% Total Challenge Payout % Bonus Above $1.3B (Dividends & 1.0 = Adj. ROIC = WACC Bonus Pool $105.3M Award Level(1) x Performance + %(2) = Payout % 0.9 = Adj. ROIC = WACC-2% $53.36M = 148.1% 197.4% 173.1% Interest) = ROIC Factor = 1.0825 25% $97.3M $97.3M x 1.0825 Full Bonus Payments at 197.4% x 75% 2018 Actual Adj. EBITDA= $3.511B WACC = 6.25%; Target 148.1% + 25% ($3.511B - $1.3B) x 4.4% = ROIC = 7.9% $97.3M (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 Committee’s assessment of individual performance and contribution to the company’s 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 board’s assessment of the Chairman and CEO’s performance and full company perform- ance when approving Mr. Luciano’s individual performance percentage. Mr. Young, Mr. Taets and Mr. Morris also received an individual 36 ADM Proxy Statement 2019


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    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 perform- ance 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 determi- nation 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. Target Cash Incentive Minimum Cash Target Cash Maximum Cash Opportunity Incentive Incentive Incentive Actual FY2018 Executive (% of Salary) Opportunity Opportunity Opportunity 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 company’s LTI Program aligns the interests of executives with those of stockholders by rewarding the achievement of long-term stock- holder 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 company’s LTI Program. In terms of grant size and grant form, the company’s 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 allo- cated 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) Market Equity Minimum Award Actual FY2018 Executive Award Target 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


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    Compensation Discussion and Analysis Section 5 — 2018 Executive Compensation Terms of the company’s 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 company’s 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 company’s 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 company’s 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 company’s common stock on the last trad- ing 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 Committee’s 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

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