ARCHER DANIELS MIDLAND (ADM)
Sector: Consumer Staples
2026 Annual Meeting Analysis
ARCHER DANIELS MIDLAND · Meeting: May 7, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors for a One-Year Term
Burke has served since 2018 with relevant financial and leadership expertise; ADM's 3-year price return of 3.2% trails XLP by 15.1 percentage points, well below the 50-point threshold required to trigger an against vote for a director with low-positive absolute returns, so the TSR trigger does not apply.
Colbert has served since 2021 with strong technology and cybersecurity expertise; the TSR underperformance gap of 15.1 points versus XLP does not meet the 50-point threshold needed to trigger an against vote, so no policy concern is triggered.
Collins joined in 2022 and brings deep agriculture and food science experience; the TSR gap versus XLP is 15.1 points, far below the 50-point threshold, and no other policy flags apply.
Crews has served as Lead Independent Director since 2023 with long agricultural industry expertise; ADM's 3-year TSR trails XLP by 15.1 points, which is well below the 50-point threshold for a low-positive absolute return, so the TSR trigger does not fire.
De Brabander joined in 2023, within the 24-month new-director exemption window, and is therefore exempt from the TSR trigger regardless of stock performance during her tenure.
Harrison has served since 2017 with extensive consumer and sustainability expertise; the 15.1-point TSR gap versus XLP does not meet the 50-point threshold required to trigger an against vote.
Luciano serves as Chair, President and CEO and has been a director since 2014; applying the same TSR test as all other directors, the 15.1-point underperformance versus XLP falls well short of the 50-point threshold, so no against vote is triggered on this basis.
McAtee joined in 2024, within the 24-month new-director exemption window, and is therefore exempt from the TSR trigger regardless of stock performance during his short tenure.
McMurray joined the board in March 2026, just weeks before this proxy was filed, placing him well within the 24-month new-director exemption from the TSR trigger; he brings strong financial and CFO-level expertise.
Moore has served since 2003 with extensive finance and operations experience; the 15.1-point TSR underperformance versus XLP over three years is far below the 50-point threshold required to trigger an against vote for a director with low-positive absolute returns.
Sandler has served since 2016 with deep consumer and food industry marketing experience; the 15.1-point TSR gap versus XLP does not meet the 50-point trigger threshold, and no other policy flags apply.
Schlitz has served since 2019 with relevant food science and industrial manufacturing expertise; the 15.1-point TSR underperformance versus XLP is well below the 50-point threshold, so no against vote is warranted.
Westbrook has served since 2003 with technology, cybersecurity, and legal expertise; the 15.1-point TSR underperformance versus XLP does not reach the 50-point threshold required to trigger an against vote, and no overboarding or other concerns are identified.
All 13 director nominees receive a FOR vote. ADM's 3-year price return of 3.2% falls in the low-positive absolute TSR band (0–20%), which requires a 50-point underperformance gap versus the XLP sector ETF (the fallback benchmark, as no named peer group was found for this purpose) to trigger an against vote. The actual gap is only 15.1 points, well below that threshold. Two directors (de Brabander and McAtee) joined within the past 24 months and are independently exempt. McMurray joined in March 2026 and is also exempt. No overboarding, attendance, independence, or other qualifications concerns are identified for any nominee. The board has a meaningful clawback policy, an independent lead director, and a published skills matrix, all positive governance signals.
Say on Pay
✓ FORCEO
J. R. LUCIANO
Total Comp
$23,886,978
Prior Support
94%%
ADM received strong shareholder support of approximately 94% on last year's say-on-pay vote, well above the 70% threshold that would require a response. The CEO's total compensation of approximately $23.9 million is potentially elevated relative to sector benchmarks, but the pay mix is appropriate — roughly 60% of target pay is performance-based (performance stock awards and annual cash incentives), and actual 2025 payouts reflected below-target company performance: the annual incentive paid out at approximately 95% of target driven by a company performance component of only 44.7% out of 75% maximum, and the 2023–2025 performance stock awards vested at only 62.1% of target, demonstrating that the incentive structure is working as intended to connect pay to outcomes. No meaningful pay-for-performance disconnect, guaranteed pay, or clawback deficiency is identified, and the prior-year support level confirms broad shareholder alignment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a large-cap company of ADM's size and complexity. The proxy filing does not include a complete fee table with numeric audit and non-audit fee totals in the extracted text provided, so the non-audit fee ratio trigger cannot be confirmed; in the absence of confirmed fee data showing a ratio above 50%, the default vote is FOR. Auditor tenure is not disclosed in the provided text, so the tenure trigger does not fire per policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Issuance of a Report on Pesticide Use Data Reporting in Regenerative Agriculture Program Disclosures
This proposal is submitted by As You Sow, an advocacy organization that consistently files ESG and environmental proposals driven by progressive policy goals rather than neutral fiduciary analysis — this classifies it as an ideological filer, which under the voting policy requires a vote against regardless of the proposal's surface framing. Even setting aside filer identity, the proposal requests a disclosure report on pesticide data within ADM's regenerative agriculture program; while disclosure proposals generally have a lower bar, ADM already publishes a Corporate Sustainability Report and a Regenerative Agriculture Report covering responsible pesticide management, and the board's opposition explains in detail why quantifying pesticide volumes across thousands of global farms would add cost and complexity without producing actionable data for shareholders. With no prior-year vote history to create a support-level signal and the proposal originating from an ideological filer, a vote against is appropriate.
Overall Assessment
The ADM 2026 annual meeting ballot is largely routine and free of significant governance concerns. All 13 director nominees receive a FOR vote (TSR underperformance versus the XLP sector ETF is well below the policy trigger threshold), the auditor ratification passes on default given Big 4 status and absence of confirmed fee data showing a problematic ratio, the say-on-pay vote is supported given strong prior-year shareholder approval, below-target incentive payouts that demonstrate the program is working, and a sound pay-mix structure, and the sole stockholder proposal is voted against because it is filed by As You Sow, an ideological progressive filer that is disqualified from support under the voting policy's symmetry rule.