Michael Burke

About Michael S. Burke

Michael S. Burke (age 61) has served as an independent director of ADM since 2018 and currently chairs the Audit Committee while also serving on the Nominating & Corporate Governance Committee. The Board has determined he is independent and designated him as the Audit Committee financial expert. He is the former Chairman and CEO of AECOM and previously served as its CFO, with earlier career experience as a partner and U.S. board member at KPMG; he is also a member of the AICPA and the California Bar Association. Beneficial ownership reported for proxy purposes reflects stock units under ADM’s director plan, with no reported common shares outstanding in his name.

Past Roles

External Roles

Board Governance

• Independence and roles: Independent director; Chair of Audit Committee; member of Nominating & Corporate Governance Committee; designated Audit Committee financial expert by the Board.
• Committee activity and oversight: Audit Committee met 17 times in 2024 and oversaw remediation of a material weakness, internal control testing, ERM oversight, and compliance programs.
• Attendance and engagement: All incumbent directors attended at least 75% of Board and applicable committee meetings in 2024; the Board held 11 meetings and independent directors met in executive session 7 times.
• Governance structure and safeguards: 11 of 12 nominees are independent; independent Lead Director; rigorous stock ownership guidelines (5x maximum cash portion of director retainer); prohibition on director/officer hedging and pledging.

Fixed Compensation

• Structure: Standard non‑employee director compensation includes an annual retainer of $330,000 (increased from $325,000 effective as of the 2024 annual meeting). Stipends: Lead Director $50,000 (from $40,000 in 2024), Audit Chair $35,000, Compensation & Succession Chair $25,000, Nominating & Corporate Governance Chair $20,000, and Sustainability & Technology Chair $25,000 (from $20,000 in 2024). Up to $125,000 of the annual retainer may be taken in cash or stock units; remainder and stipends are paid in stock units. No meeting fees.

Notes: Stock units are fully vested when credited; paid out in cash after five years or upon board service end; dividend equivalents credited in units; FMV uses average high/low NYSE price on credit date.

Performance Compensation

• Directors do not receive performance-based pay (no annual bonus, PSUs, or options for director service). Equity compensation for directors is service-based stock units under the director plan.

Other Directorships & Interlocks

• Current public directorships: None disclosed for Mr. Burke; prior public directorship within last 5 years: AECOM (Chairman).
• Interlocks/related-party context: Independence review did not list any transactions or relationships involving Mr. Burke; the proxy enumerates ordinary-course relationships for certain other directors and concluded independence was not impaired.

Expertise & Qualifications

• Skills matrix: CEO leadership; finance/accounting; international business; M&A; risk management; sustainability/environmental/social; project management.
• Designations: Audit Committee financial expert (SEC definition) as determined by ADM’s Board.
• Professional affiliations: AICPA member; California Bar Association member.

Equity Ownership

• Ownership guidelines: Directors are expected to own ADM equity equal to at least 5x the maximum cash portion of the annual retainer, assessed over time; hedging and pledging of company stock by directors is prohibited.

Governance Assessment

• Strengths for investor confidence

  • Deep financial, audit, and transformation background; designated audit committee financial expert; chairs a highly active Audit Committee (17 meetings) that oversaw material weakness remediation, internal control testing, and ERM in 2024.
  • Independence affirmed; governance safeguards include an independent Lead Director, regular executive sessions, rigorous ownership guidelines, and a ban on hedging/pledging.
  • Director compensation predominantly in equity-linked stock units (service-based), aligning with shareholder interests; clear, transparent fee and stipend structure.

• Watch items / potential risks

  • Company reported and is remediating a material weakness in internal control; Audit Committee’s ongoing oversight is critical to restoring confidence in financial reporting.
  • Director equity is in cash‑settled stock units payable after service or five years; while unit value tracks ADM’s stock (and dividend equivalents accrue), payouts in cash rather than shares modestly dilute direct “skin-in-the-game” signaling. Program terms disclosed.

• Say‑on‑Pay signal

  • Say‑on‑Pay support of ~87% at the 2024 annual meeting suggests broad shareholder support for ADM’s pay programs and governance responsiveness.