Monish Patolawala
Archer-Daniels-MidlandAbout Monish Patolawala
Monish Patolawala, age 54, is Executive Vice President and Chief Financial Officer of ADM, appointed effective August 1, 2024, following senior finance leadership roles at 3M and GE (including CFO of GE Healthcare) and he currently serves on Biogen’s board . In 2024, ADM delivered $85.5B revenue, adjusted EPS of $4.74, adjusted EBITDA of $4.476B, and adjusted ROIC of 8.3%; five-year pay-versus-performance disclosures show 2024 company TSR of $124.60 vs S&P 100 peer TSR of $216.60 (both from a 2019 base of $100) . In his first partial year, the proxy credits him with enhancing financial integrity, strengthening internal controls/reporting, sharpening cost discipline and cash generation focus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 3M Company | President & CFO (since Sep 2023); EVP, Chief Financial & Transformation Officer (Oct 2021–2023); SVP & CFO (Jul 2020–Oct 2021) | 2020–2024 | Led finance, country governance, IT, enterprise strategy, global service centers; extensive experience overseeing global finance and technology organizations . |
| GE (GE Healthcare; GE Transportation) | CFO, GE Healthcare; CFO, GE Transportation; VP, Operational Transformation, GE | 2010–2020 | CFO of $20B GE Healthcare (2015–2020); led finance and operational transformation across GE (2019–2020) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Biogen Inc. | Director | Current | Public company board service . |
Fixed Compensation
| Component | 2024 Terms/Outcome |
|---|---|
| Base Salary | $1,425,000 (effective on hire) . |
| Target Bonus % | 135% of base (prorated for 2024); target $801,563 prorated . |
| Actual Annual Bonus (2024) | $524,222 (65.4% of prorated target) . |
| One-time Make-Whole Cash | $1,400,000 (paid Jan 2025) to replace forfeited prior-employer bonus . |
| Total 2024 Reported Compensation | $19,957,043 (SCT total) . |
| Perquisites/Other | $474,172 “All Other Compensation” includes relocation expenses of $184,122 and dividend equivalents on unvested equity . |
Performance Compensation
Annual Incentive Design and 2024 Result (Company plan)
| Metric | Weight | Target | Actual | Payout Detail |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | $5.438B (Plan) | $4.476B | 32.85% payout on this component before ROIC modifier . |
| Adjusted ROIC (modifier) | +/-10% | 9.8% | 8.3% | 0.925x modifier; overall Company performance portion 30.4% of 75% component . |
| Individual Performance | 25% | Committee-assessed | 35% for Patolawala | Applied to individual component . |
| Resulting Bonus | — | Target $801,563 (prorated) | $524,222 | 65.4% of target (prorated) for Patolawala . |
Notes: The Committee exercised negative discretion for certain NEOs linked to the Nutrition segment investigation; Patolawala’s Company component was not reduced (remained 30.4%) .
Long-Term Incentives (LTI) – Grants and Performance Structure
| Element | 2024 Target/Grant | Vesting / Metrics |
|---|---|---|
| Annual LTI Grant (on 8/1/2024) | $6,950,000 (60% PSUs; 40% RSUs) | PSUs (50% avg adjusted ROIC; 50% cumulative adjusted EPS; +/-10% Strive 35 modifier) over 2024–2026; payout 0–200% . RSUs vest 1/3 each year over 3 years . |
| One-time Make-Whole RSUs | $10,000,000 RSUs with 25% at 6 months, 25% at 12 months, 50% at 18 months from grant (Aug 1, 2024); accelerated if terminated without cause or for good reason within 18 months . | |
| 2024 PSU Targets | Threshold/Target/Max: Avg Adjusted ROIC thresholds (no payout <7.0%; 100% at 10.0%; 200% ≥12.0%) and Cumulative Adjusted EPS thresholds (no payout < $15; 100% at $18.5; 200% at $19.5); ESG modifier +/-10% . |
PSU share targets and RSU counts granted to Patolawala in 2024:
- PSUs (target): 68,949 units .
- RSUs (total granted in 2024): 211,310 units; of these, 165,344 units are the make-whole RSUs with the 6/12/18-month vesting schedule .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/21/2025) | 23,024 shares (less than 0.01% of 480,155,676 outstanding) . |
| Unvested RSUs (not in beneficial ownership) | 230,793 units . |
| Unvested/Target PSUs | 68,949 (2024–2026 cycle) . |
| Upcoming RSU Vesting Schedule (Units) | 2/1/2025: 41,336; 8/1/2025: 56,965; 2/1/2026: 82,672; 8/1/2026: 15,169; 8/1/2027: 15,168 . |
| Stock Ownership Guidelines | 4x salary for NEOs; Patolawala at 6.9x as of 3/14/2025 (in compliance) . |
| Hedging/Pledging | Company prohibits hedging and pledging; no shares subject to pledge . |
Vesting-related selling pressure: The concentrated make-whole RSU cliffs (approx. 6/12/18 months post 8/1/2024) may create tax-related selling windows, though hedging/pledging is prohibited; key dates are late Jan 2025 (~6 months – completed), Aug 2025 (~12 months), and late Jan 2026 (~18 months) with specified unit counts above .
Employment Terms
- Start date and role: EVP & CFO effective August 1, 2024 .
- At-will, no employment contract; Company generally maintains no employment contracts for NEOs .
- Severance: Senior executive severance policy provides 2x base salary + target bonus and continuation of healthcare if terminated without cause (per offer letter) .
- Change-in-control: Double-trigger for equity (RSUs vest in full; PSUs vest at greater of target or truncated-performance result if not assumed/replaced or if terminated without cause/for good reason within 24 months); no additional CIC cash severance beyond what’s disclosed in pension/deferred comp terms .
- Make-whole RSUs protection: Accelerated vesting if terminated without cause/for good reason within 18 months of grant .
- Clawback: NYSE-compliant compensation recovery policy effective Oct 2, 2023; 2024 segment restatement did not trigger recovery (no erroneously awarded compensation) .
- Non-compete / Non-solicit / Confidentiality: Incorporated into equity award agreements; breach can lead to forfeiture/clawback .
- Retirement/Pension: Present value at 12/31/2024 – ADM Retirement Plan: $8,503; ADM Supplemental Retirement Plan: $6,332 .
- Deferred Comp: No 2024 executive contributions reported for Patolawala .
Performance & Track Record
- 2024 Company highlights: Revenue $85.5B; adjusted EPS $4.74; total segment operating profit $4.2B; adjusted ROIC 8.3% .
- CFO 2024 accomplishments (ADM disclosure): Strengthened “tone at the top,” internal controls, reporting quality; sharpened operational excellence through cost/cash focus; emphasized disciplined capital deployment .
- 2022–2024 PSU cohort (context): Paid at 112% of target overall; negative discretion halved outcomes for certain NEOs tied to the investigation; Patolawala did not have a 2022 grant .
- Say-on-Pay (2024 AGM): ~87% approval .
Compensation Structure vs Performance Metrics
| Program | Metrics | Weights | Targets / Details | Notes |
|---|---|---|---|---|
| Annual Cash Incentive (2024) | Adjusted EBITDA; Adjusted ROIC modifier; Individual performance | 75%; +/-10%; 25% | EBITDA target $5.438B; ROIC target 9.8% | Payouts interpolate; 2024 company component 30.4% of 75% for Patolawala . |
| PSU (2024–2026) | Avg Adjusted ROIC; Cumulative Adjusted EPS; Strive 35 ESG modifier | 50%; 50%; +/-10% | ROIC no/50/100/150/200% at <7%/9%/10%/11%/≥12%; EPS no/50/100/150/200% at <$15/$17/$18.5/$19/$19.5 | Payout 0–200%; modifier +/-10% based on water savings and GHG reduction . |
| RSUs | Time-based | — | 1/3 vesting annually over 3 years | Make-whole tranche has 6/12/18-month schedule . |
2025 changes to incentives (context): Annual bonus adds adjusted FCF (20%) and cash conversion cycle (5%); ROIC modifier removed. PSU program removes the +/-10% Strive 35 modifier (keeps 50% ROIC, 50% EPS) .
Compensation Risk, Retention, and Red Flags
- Retention: Significant unvested equity ($10M make-whole RSUs with 18-month protection; $6.95M 2024 LTI), plus severance protection (2x salary+target bonus) supports retention .
- Insider selling pressure: Elevated around scheduled RSU vests (Aug 2025; Jan 2026) given large make-whole tranches; no hedging/pledging allowed .
- Alignment: Ownership guideline met (6.9x vs 4x requirement), prohibitions on hedging/pledging, and robust clawback policy .
- Governance: Double-trigger CIC equity and no tax gross-ups; no employment contracts (at-will) .
Investment Implications
- Near-term equity supply: Large make-whole RSU vesting in Aug 2025 and Jan 2026 could create incremental sell-side flow for tax/liquidity, albeit bounded by ADM’s anti-hedging/pledging policies .
- Incentive focus shifting to cash: 2025 plan adds adjusted free cash flow and working capital (cash conversion cycle) to annual bonus, aligning CFO priorities with deleveraging/efficiency and potentially improving cash generation quality of earnings .
- Retention risk appears contained: 18-month vesting protection on make-whole RSUs, standard double-trigger CIC for equity, and severance multiples reduce flight risk during ongoing control and reporting normalization .
- Pay-for-performance scrutiny: Board used negative discretion on incentive outcomes for other leaders tied to the Nutrition investigation; continued emphasis on ROIC/EPS in PSUs and robust clawback policy may enhance alignment and discipline under CFO leadership .