Greg Morris
About Greg Morris
Greg A. Morris is Senior Vice President and President, Agricultural Services and Oilseeds at ADM, with 30 years at the company as of March 2025 . In 2024, ADM delivered $85.5B of revenue, $4.2B total segment operating profit, adjusted EPS of $4.74, and 8.3% adjusted ROIC, while the Board and Compensation Committee applied negative discretion to certain payouts tied to the ongoing investigation into Nutrition segment accounting, affecting Morris’s incentives . Compensation programs emphasize pay-for-performance through adjusted EBITDA and ROIC in annual incentives and three-year average adjusted ROIC and cumulative adjusted EPS in PSUs; the company earned 112% of target on 2022–2024 PSUs before negative discretion was applied to select participants, including Morris .
Past Roles
Not disclosed in the proxy statement for Morris. [No citation available in ADM DEF 14A]
External Roles
Not disclosed in the proxy statement for Morris. [No citation available in ADM DEF 14A]
Fixed Compensation
Multi‑year compensation summary (reported)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $711,668 | $714,000 | $731,920 |
| Stock Awards (grant-date fair value) | $3,223,194 | $3,239,765 | $3,300,077 |
| Non‑Equity Incentive (Annual Cash) | $1,172,388 | $863,405 | $258,896 |
| All Other Compensation | $204,083 | $241,841 | $250,553 |
| Total Compensation | $5,311,334 | $5,273,437 | $4,541,446 |
Notes:
- 2024 base salary was increased to $735,504 effective during the year; the Summary Compensation Table shows the amount actually paid in 2024 .
Performance Compensation
2024 Annual Cash Incentive Design and Outcome
| Component | Weight | Target | Actual Result | Payout Contribution |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | 100% at plan | 32.85% factor achieved | 32.85% before ROIC modifier |
| Adjusted ROIC Modifier | +/-10% | 9.8% target | 8.3% (0.925x) | Reduces company component to 30.4% of 75% target |
| Committee Negative Discretion | — | — | Applied to certain NEOs | Company component cut by 50% for Morris to 15.2% |
| Individual Performance | 25% | 25% | 20% awarded to Morris | 20% of total opportunity |
Additional details:
- Morris’s 2024 target bonus was 100% of salary; actual cash bonus paid was $258,896 (35.2% of target) .
Long‑Term Incentives (Structure and 2022–2024 PSU Outcome)
- 2024 LTI mix: 60% PSUs (3‑year performance), 40% time‑vested RSUs (1/3 per year), target grant value for Morris $3,300,000 .
- 2024 PSU metrics: 50% average adjusted ROIC (3‑year), 50% cumulative adjusted EPS (3‑year), plus a two‑goal Strive 35 ESG modifier of +/-10% for the 2024 awards .
- 2022–2024 PSU payout: Company result 112% of target (above max on ROIC, zero on EPS, positive ESG modifier); the Committee exercised negative discretion to reduce earned shares by 50% for certain NEOs, including Morris (Target 25,025 → Earned 14,014) .
| 2022–2024 PSU Cycle | Target PSUs | Earned PSUs (pre‑discretion) | ESG Modifier | Committee Adjustment | Final Earned PSUs |
|---|---|---|---|---|---|
| Morris | 25,025 | 28, — (112% of target company result; summarized in CD&A) | Positive | -50% for select NEOs | 14,014 |
Equity Ownership & Alignment
Ownership and compliance
| Item | Value |
|---|---|
| Common stock beneficially owned (3/21/2025) | 279,563 shares; includes 705 shares in 401(k) & ESOP; <1% of outstanding |
| Unvested RSUs (excluded from beneficial ownership) | 48,539 units |
| Options (exercisable within 60 days) | None for Morris |
| Executive ownership guideline | 4x base salary; Morris at 19.3x (compliant) |
| Hedging / pledging | Prohibited; no shares subject to pledge |
Vesting schedules and potential selling pressure
- 2024 vested awards: 48,683 shares vested for Morris (RSUs/PSUs), value realized $2,478,581; no option exercises in 2024 .
- Upcoming RSU vesting schedule for Morris (as of 12/31/2024):
| Vesting Date | Shares |
|---|---|
| 2/9/2025 | 5,241 |
| 2/10/2025 | 16,683 |
| 3/18/2025 | 7,430 |
| 2/9/2026 | 5,240 |
| 3/20/2026 | 7,211 |
| 3/18/2027 | 7,210 |
Outstanding equity at FY2024 year‑end
| Instrument | Count | Mark‑to‑Market Value Basis |
|---|---|---|
| Unvested RSUs | 49,015 | $2,476,238 (at $50.52 on 12/31/2024) |
| Unearned PSUs (2023–2025, 2024–2026 target) | 56,599 | $2,859,381 (target basis at $50.52) |
Employment Terms
- No employment contract; at‑will employment. ADM maintains a severance program (non‑contractual) that may provide benefits upon termination without cause and generally requires non‑compete and/or non‑solicit covenants to receive severance .
- Change‑in‑control equity treatment: double‑trigger (termination without cause or for good reason within 24 months post‑CIC, or non‑assumption) → RSUs accelerate in full; PSUs vest at greater of target or truncated performance .
- Clawback: NYSE‑compliant Compensation Recovery Policy adopted in 2023; incentive compensation subject to recoupment upon a financial restatement; award agreements include forfeiture for cause and for covenant breaches .
- Hedging/pledging: prohibited for executives .
- Death/disability/retirement: RSUs accelerate at death; PSUs vest at target at death; vesting generally continues on original schedules for disability or retirement (per award terms) .
Quantified accelerated vesting (as of 12/31/2024)
| Scenario | RSUs | PSUs |
|---|---|---|
| Death (Morris) | $2,476,238 | $3,567,369 |
Pension benefits
| Plan | Years Credited | Present Value of Accumulated Benefit |
|---|---|---|
| ADM Retirement Plan | 30 | $735,635 |
| ADM Supplemental Retirement Plan | 30 | $1,223,085 |
Performance & Track Record
- 2024 segment context (Ag Services & Oilseeds): overall performance below plan, but record global production volumes in canola/rapeseed crush and refined oils & biodiesel; global expansion of Regenerative Ag program across 8 countries and 9 commodities; exceeded program goals by 41%; progress in origination and destination marketing volumes .
- 2022 results (Ag Services & Oilseeds): record annual operating profit (+58% YoY), record ROIC and EVA driven by commercial execution and strategic actions; exceptional risk management; launched Regenerative Agriculture program (1.2M acres secured in year 1) .
- Enterprise‑level 2024 performance: $85.5B revenue; $4.2B total segment operating profit; adjusted EPS $4.74; trailing 4Q adjusted ROIC 8.3%; capital return of $3.3B; dividend +11% (52nd consecutive year) .
Governance and compensation alignment signals
- 2024 negative discretion reduced company component of annual incentive and reduced 2022 PSU shares for select NEOs in relevant leadership roles (Morris included), signaling accountability amid the Nutrition segment investigation .
- Say‑on‑pay support was ~87% at the 2024 annual meeting .
- 2025 plan refresh: greater focus on free cash flow (20%) and cash conversion cycle (5%), lower EBITDA weight (50%), removal of ROIC modifier; PSUs retain 50/50 ROIC/EPS but remove ESG modifier—simplifying and sharpening financial alignment .
Investment Implications
- Alignment: Large personal ownership (279.6k shares) and 19.3x salary ownership vs 4x guideline, coupled with no pledging/hedging, indicate strong alignment with shareholders and lower governance risk .
- Incentive sensitivities: Near‑term vesting (29.4k RSUs in 2025; 12.5k in 2026; 7.2k in 2027) plus PSU cycles create periodic share deliveries; 48.7k shares vested in 2024—typical tax‑related sales could create transitory technical pressure around vest dates .
- Pay‑for‑performance and accountability: 2024 annual cash payout at 35.2% of target and PSU share reductions via negative discretion show tight Board control; future upside for Morris depends on delivering FCF/CCC and multi‑year ROIC/EPS, given 2025 metric changes .
- Retention risk: No employment contract, but retirement‑eligible vesting treatment and sizable unvested equity (49k RSUs; 56.6k target PSUs) support retention; severance is discretionary and tied to restrictive covenants .