Regina Jones

About Regina Jones

Regina Bynote Jones is Senior Vice President, Chief Legal Officer and Corporate Secretary of ADM, overseeing global Legal, Government Relations, Regulatory and Scientific Affairs, Compliance/Integrity initiatives, and Global Security Operations; she joined ADM effective September 5, 2023 . She holds a BBA (Sam Houston State University) and a JD (South Texas College of Law) with emphasis in computer and technology law; her career includes extensive technology and cybersecurity exposure and international assignments in Europe and Southeast Asia . In 2023, ADM delivered adjusted EPS of $6.98, adjusted segment operating profit of $6.2B, and adjusted ROIC of 12.2%, framing a pay-for-performance context for NEO incentives that year . For 2024, ADM’s annual incentive company component paid at 30.4% out of 75% target; 2022–2024 PSUs vested at 112% of target, with negative discretion applied to select participants amid the Nutrition-segment investigation, underscoring governance discipline .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Program design
  • Annual Incentive (2023): Company performance 75% (Adjusted EBITDA, Strategic goals, ROIC +/-10% modifier) + Individual 25%; EBITDA goal table published; ROIC modifier at 10% threshold bands .
  • Annual Incentive (2024): Simplified to Adjusted EBITDA (75%) + ROIC +/-10% modifier; Company component paid at 30.4% out of 75% target; ADM 2024 Adjusted EBITDA was $4.476B (43.8% of goal) with ROIC target 9.8% .
  • Long-term Incentives: 60% PSUs, 40% RSUs. PSU metrics: 50% average adjusted ROIC; 50% cumulative adjusted EPS; ESG/“Strive 35” modifier updated in 2024 to two-goal +/-10% .

• Regina Jones 2023 LTI grants and vesting
  • Annual LTI: ~$2,300,000 (60% PSUs; 40% RSUs vesting ratably over 3 years from 9/5/2023) .
  • Make-whole equity: ~$3,320,000 RSUs vesting 50% at 1-year and 50% at 2-year anniversaries of 9/5/2023 (to replace forfeited unvested equity) .

• Outstanding/vesting detail (as of 12/31/2023)
  • Unvested RSUs: 53,754; market value $3,882,114 at $72.22 per share; scheduled vestings include 25,011 (9/5/24), 24,894 (9/5/25), 3,849 (9/5/26) .
  • Unearned PSUs: 17,495 target units; indicative payout value $1,263,489 at $72.22 (subject to performance) .

Equity Ownership & Alignment

Notes:

• Executives may not sell Company securities until the ownership guideline is met; time-based RSUs count toward compliance; options and PSUs do not .
• ADM discloses no shares are subject to pledge at the group level and prohibits pledging and hedging company stock .

Employment Terms

• Start date and role: Appointed SVP, General Counsel and Secretary effective September 5, 2023; signature authority evidenced in 8-K filings .
• No employment contract; severance governed by a general severance program (non-contractual), often contingent on non-compete/non-solicit covenants; no CIC cash severance, no tax gross-ups .
• Equity treatment on separation/CIC:
  • RSUs: Standard vest ratably over 3 years; accelerate upon death; continue vesting on disability/retirement; double-trigger acceleration upon CIC if not assumed/replaced or upon qualifying termination within 24 months .
  • PSUs: Vest at target upon death; double-trigger CIC acceleration with payout equal to greater of target or earned-to-date on truncated period; continue vesting on disability/retirement; subject to forfeiture and clawback for cause or covenant breach .
• Clawback: NYSE-compliant Compensation Recovery Policy covering incentive-based compensation of current/former executive officers .

Investment Implications

• Alignment and pay-for-performance: Jones’s package is heavily at-risk with 60% of annual LTI in PSUs tied to multi-year adjusted ROIC and cumulative adjusted EPS, aligning compensation with returns and earnings quality measures; stringent stock ownership, hedging/pledging bans, and a robust clawback enhance alignment and downside accountability .
• Near-term vesting/selling pressure: Make-whole RSUs vest 50% on 9/5/2024 and 50% on 9/5/2025, with additional annual RSUs vesting on 9/5/2024/2025/2026; these dates could concentrate potential tax-related sales/withholding, though guideline restrictions and blackout policies may limit discretionary selling .
• Retention risk: Multi-year PSU cycles and double-trigger CIC protection, coupled with non-compete/non-solicit conditions embedded in awards, temper near-term departure risk despite front-loaded make-whole awards .
• Governance signals: Board exercised negative discretion on 2024 payouts amid an ongoing Nutrition-segment accounting investigation, indicating willingness to enforce accountability even absent individual misconduct findings; this can dampen windfalls and support investor confidence in pay outcomes .