Juan Luciano - Chief Executive Officer and President | Archer-Daniels-Midland (ADM) Executive Profile & Compensation

About Juan Luciano

Juan R. Luciano, age 63, has served as ADM’s Chair of the Board, Chief Executive Officer, and President since 2016, after joining ADM in 2011 and becoming CEO & President in 2015; he previously spent 25 years at The Dow Chemical Company, culminating as EVP and President of the Performance Division . In 2024, ADM reported revenue of $85.5B, adjusted EPS of $4.74, total segment operating profit of $4.2B, and adjusted ROIC of 8.3% . From 2020–2024, company TSR (fixed $100 initial investment) reached $124.6 in 2024, with peer group TSR at $216.6 over the same span . The Board exercised negative discretion on 2024 incentives and 2022 PSU outcomes amid an internal investigation into Nutrition segment accounting; 2022 PSUs paid at 112% before reductions applied to certain NEOs including Luciano .

Past Roles

Organization	Role	Years	Strategic Impact
ADM	Chair of the Board, CEO & President	2016–present	Led transformation toward global nutrition, strategic growth, operational excellence, risk management
ADM	CEO & President	2015–2016	Advanced sustainability strategy; deployed technological innovation to meet customer needs
ADM	President & COO	2014	Ran commercial and production across corn, oilseeds, ag services
ADM	EVP & COO	2011–2014	Spearheaded major growth drivers, sales and marketing
The Dow Chemical Company	EVP & President, Performance Division	2010–2011	Led Performance Division; extensive global operations experience
The Dow Chemical Company	Various roles	1985–2010	Built international leadership track record

External Roles

Organization	Role	Years	Notes
Eli Lilly and Company	Lead Director	Current	Public company board leadership
Rush University Medical Center	Director	Current	Non-profit healthcare governance
Intersect Illinois; Economic Club of Chicago; Commercial Club of Chicago; Business Roundtable	Board/Member	Current	Business and civic leadership

Fixed Compensation

Component	FY2024 Amount	Notes
Base Salary	$1,492,500	Unchanged in 2024
Perquisites and Other	$1,139,493 total “All Other Compensation”	Includes dividend equivalents ($1,084,138), health/life premiums and imputed income ($19,046), 401(k) contribution ($17,250); limited personal use of company-chartered aircraft permitted

Performance Compensation

Element	Design	Target	Actual/Payout
Annual Cash Incentive (Company)	Adjusted EBITDA (75%) with ROIC modifier (±10%)	Plan EBITDA $5.438B; ROIC target 9.8%	2024 EBITDA $4.476B → 32.85%; ROIC 8.3% → 0.925× → 30.4% company component; negative discretion halved Luciano’s company portion to 15.2%
Annual Cash Incentive (Individual)	25% weighting	25%	Luciano individual performance 25%
Annual Cash Incentive (Total)	Target 200% of salary	$2,985,000	Paid $1,199,970 (40.2% of target)
LTI Mix	60% PSUs; 40% RSUs	$17,700,000 target grant	PSUs based on 3-year average adjusted ROIC (50%), cumulative adjusted EPS (50%), 2-goal Strive 35 ESG modifier (±10%) for 2024 awards
2022–2024 PSU Outcome	ROIC 200%; EPS 0%; ESG +12% → 112% target	Luciano earned 77,076 PSUs after 50% downward discretion; vested Feb 10, 2025

Detailed annual incentive thresholds:

Adjusted EBITDA Achieved	Payout Opportunity	ROIC Modifier	Effect
$5.438B (Plan)	100%	9.8%	1.0× (no change)
$4.476B (Actual)	32.85%	8.3%	0.925× → 30.4% company component

Equity Ownership & Alignment

Item	Detail	Alignment Insight
Beneficial Ownership	2,206,125 common shares; options exercisable within 60 days: 581,099; age 63	Significant personal stake
Unvested RSUs (not within 60 days)	260,093 RSUs	Ongoing vesting over 3 years
Option Grant/Terms	581,099 options at $33.18, expiring 2/11/2026; YE 2024 market price $50.52	In-the-money spread of ~$17.34/share based on disclosed prices
2024 Exercises/Vests	Exercised 324,821 options; 253,285 shares vested (RSUs/PSUs)	Potential supply from exercises/vesting; Form 4s not included here
Stock Ownership Guideline	CEO 10× salary; Luciano at 55.5× as of 3/14/2025	Exceeds guideline materially
Hedging/Pledging	Prohibited for directors/officers; no shares subject to pledge for directors/executives as a group	Reduces misalignment risk

RSU vesting schedule (selected dates from outstanding table):

Date	Luciano RSUs Vested (Units)
2/9/2025	28,988
2/10/2025	91,756
3/20/2026	38,108
3/20/2027	38,108

Employment Terms

No employment contract; employment at-will for NEOs; severance provided under a program guideline upon termination without cause, generally requiring non-compete/non-solicit agreements; no guaranteed severance multiples disclosed .
Change-in-control: double-trigger equity acceleration (RSUs fully vest; PSUs vest at greater of target or truncated performance earned) if terminated without cause or for good reason within 24 months, or if awards not assumed; death accelerates RSUs in full and PSUs at target; retirement/disability continue normal vesting .
Illustrative values (Dec 31, 2024 price $50.52): RSU acceleration $13,398,409; PSU acceleration $19,301,520 in death/qualifying CIC scenarios for Luciano, under the policy constructs described .
Clawback: NYSE-compliant Compensation Recovery Policy adopted Oct 2, 2023; covers incentive-based pay over a 3-year lookback upon accounting restatement; 2024 segment restatements did not trigger recovery per Committee determination .
Prohibitions and policies: hedging/pledging prohibited; robust grant practices; double-trigger CIC only; no excise tax gross-ups; aggressive ownership and retention requirements .

Pension and deferred compensation:

Plan	Credited Service	Present Value/Balance
ADM Retirement Plan (cash balance)	14 years	$153,579 PV; combined account balance $685,797 at 12/31/2024
ADM Supplemental Retirement Plan	14 years	$532,218 PV
Nonqualified Deferred Compensation (2024)	—	No contributions/withdrawals; no balance reported for Luciano

Board Governance and Director Service

Role: Combined Board Chair and CEO; Board evaluates structure regularly; current structure deemed efficient; Lead Independent Director (Terrell Crews) provides strong independent oversight with broad authorities (agenda approval, executive sessions, performance criteria for CEO, succession planning) .
Independence: Luciano not independent due to employment; 11 of 12 directors independent; only independent directors serve on Audit, Compensation & Succession, Nominating & Corporate Governance, and Sustainability & Technology Committees .
Committees: Chair/CEO not listed on standing committees; committee leadership entirely independent; Compensation & Succession Committee chaired by Kelvin Westbrook; Audit chaired by Michael Burke; NCG chaired by Patrick Moore; Sustainability & Technology chaired by Suzan Harrison .
Attendance: Board met 11 times in 2024; non-management directors met in independent executive session 7 times; all incumbents attended at least 75% of Board/committee meetings .
Director compensation: Standard program for non-employee directors only; employee director (Luciano) does not receive director retainer; non-employee annual retainer $330,000 with stipends paid in stock units, robust director ownership guidelines (5× maximum cash retainer) .

Compensation Structure Analysis

Pay Mix: Majority at-risk with significant equity weighting; 2024 design at 60% PSUs / 40% RSUs for LTI; CEO target LTI $17.7M .
Metric rigor: Annual plan weighted to Adjusted EBITDA with ROIC modifier; 2024 results delivered a below-target company payout (30.4%), then reduced via negative discretion for certain leaders including CEO; PSUs tied to multi-year adjusted ROIC and EPS, with ESG modifier .
Policy discipline: No hedging/pledging; no excise tax gross-ups; clawback policy; double-trigger only on CIC; aggressive stock ownership and retention requirements .
Shareholder feedback: 2024 say-on-pay approval ~87%, indicating broad support of pay-for-performance philosophy despite negative discretion actions .

Performance & Track Record

2024 delivery: Adjusted EPS $4.74; total segment operating profit $4.2B; adjusted ROIC 8.3%; $3.3B returned via dividends and buybacks; 11% dividend increase; extended repurchase program by 100M shares .
Operational highlights: Strong crush volumes in Latin America; improved starches/sweeteners production; increased operating profits in North America product lines; progress strengthening internal controls, finance team; safety improvements (35% YoY reduction in Tier 1/2 process safety incidents) .
Risk/controversy: Investigation and related segment restatements; Board/Committee applied negative discretion to certain payouts; clawback review concluded no recovery required .
TSR context: Company TSR from 2020–2024 reached $124.6 vs S&P 100 peer TSR $216.6, reflecting underperformance vs peers; CAP (compensation actually paid) tracked negatively in 2023–2024 .

Say-on-Pay & Peer Group

Say-on-Pay: 87% approval at 2024 annual meeting .
Compensation Peer Group: S&P 100 used for benchmarking; includes diversified large-cap industrials and consumer names (e.g., Caterpillar, Deere, Tyson, PepsiCo) and ADM’s closest ag peer Bunge Global SA .

Vesting Schedules and Potential Insider Selling Pressure

RSUs: One-third annual vesting; PSUs vest at end of performance period based on results; Luciano’s 2022 PSUs (77,076 after discretion) vested Feb 10, 2025 .
2024 activity: 324,821 options exercised; 253,285 shares vested (RSUs/PSUs), indicating potential supply; hedging/pledging prohibited by policy .
Beneficial ownership: 2.206M shares with substantial guideline compliance (55.5× salary), aligning economic interests .

Equity Award Mechanics & CIC Economics

Scenario	RSUs	PSUs	Notes
Death	Accelerate in full (value shown)	Vest at target or earned for completed cycles (value shown)	Luciano RSU $13.398M; PSU $19.302M at $50.52/share
CIC (non-assumption or double-trigger within 24 months)	Accelerate in full	Greater of target or truncated performance earned	Same valuation approach as table disclosure
Retirement/Disability	Continue on normal schedule	Continue on normal schedule	Retention-focused design

Investment Implications

Alignment and retention: Very high stock ownership (55.5× salary) and prohibition on hedging/pledging support alignment; RSU/PSU designs with double-trigger CIC terms reduce windfall risk and encourage tenure .
Near-term selling pressure: 2024 option exercises and Feb 2025 PSU vesting add potential supply; monitor Form 4s for any net dispositions and tax-withholding patterns to gauge actual selling pressure .
Pay-for-performance signal: Below-target 2024 company payout and Board’s negative discretion on annual bonus and 2022 PSUs (despite no individual misconduct found) indicate governance discipline; 87% say-on-pay support suggests investor acceptance of the framework .
Execution and risk: TSR lagged peers over 2020–2024; operational improvements and capital returns continue, but investigation-related scrutiny and restatement history elevate governance/controls risk; watch internal controls remediation updates and segment profitability trajectory .

Supporting Data

Metric	FY2024	FY2023	Notes
Adjusted EPS ($/sh)	$4.74	$6.98	Non-GAAP reconciled in Annex A
Adjusted EBITDA ($MM)	$4,476	$6,207	Non-GAAP
Adjusted ROIC (%)	8.3%	12.2%	Non-GAAP; reconciliation provided
Total Segment Op Profit ($MM)	$4,209	$5,869	Non-GAAP

All non-GAAP measures (Adjusted EPS, Adjusted EBITDA, Adjusted ROIC, Total Segment Operating Profit) are defined and reconciled in Annex A of the 2025 Proxy Statement **[7084_0001193125-25-062691_d919406ddef14a.htm:113]** **[7084_0001193125-25-062691_d919406ddef14a.htm:114]** **[7084_0001193125-25-062691_d919406ddef14a.htm:115]** **[7084_0001193125-25-062691_d919406ddef14a.htm:116]**.