ADM pays bonuses to senior executives in midst of government investigation, documents show

By Thomson Reuters Mar 21, 2024 | 12:31 PM

By Chris Prentice, Karl Plume and Ana Mano

NEW YORK (Reuters) – Senior executives at Archer-Daniels-Midland Co, the grain trader under government investigation for accounting issues, will receive millions of dollars in bonus compensation, according to an internal email seen by Reuters and Securities and Exchange Commission filings.

ADM had delayed paying performance bonuses to some executives until the company completed and audited its financial statements, Reuters previously reported. ADM published 2023 financial results on March 12, nearly two months later than initially planned, after conducting an internal investigation.

Senior executives’ performance share unit compensation, which was awarded in 2021 and vested this week, will be paid out at 100% of the targeted amounts, according to an internal memo sent to employees by CEO Juan Luciano that was seen by Reuters on Wednesday. Based on the price of ADM common shares this week, the shares translate to millions of dollars in additional pay for senior executives, including Luciano.

ADM declined to comment about the bonuses.

ADM, a $31 billion company that also makes animal feed, sweeteners and other products, is trying to regain investor confidence while facing a criminal investigation by the Department of Justice. Government investigations are not evidence of wrongdoing and do not necessarily result in charges. ADM has said it is cooperating with authorities.

ADM’s Nutrition division, its smallest of three business units and the one at the center of the accounting investigation, has played an outsized role in executive compensation. A change by ADM’s Compensation and Succession Committee in 2020 tied half of long-term executive compensation to average operating profit growth of the Nutrition segment over a three-year period, with the remainder tied mostly to return on invested capital. Stronger-than-targeted performance in one category can offset subpar performance in the other.

ADM will disclose the official breakdown of the latest bonus payments to senior executives when it files its proxy statement in the coming weeks.

Last year, senior executives received performance share units (PSUs) at twice the target payout, proxy statements showed. Seven ADM executives together received shares valued at nearly $69 million when they vested in February 2023.

SEC filings on Wednesday showed Luciano received 146,342 PSUs on March 18, valued at about $8.8 million based on the day’s closing stock price, while executives Chris Cuddy and Greg Morris each received 29,269 PSUs worth more than $1.75 million each. ADM’s board of directors’ compensation committee certified the PSU awards, the SEC filings said. The committee has discretion to adjust the PSU bonuses “including to zero,” according to SEC filings.

ADM suspended its CFO in January and commissioned an internal investigation into accounting errors, prompting its shares to fall 24% in one day. ADM revised six years’ worth of financial statements related to its Nutrition division this month, prompting the shares to recover some although they are still down around 8% since Jan. 19.

Revised statements showed that ADM had overstated the Nutrition segment’s annual operating profit by as much as 9.2% in that time.

Some other ADM employees will receive additional compensation for 2023 based on the company’s performance, according to a second internal memo sent this week and seen by Reuters. The revised target for cash bonuses will be 127.9%, according to the memo also sent by Luciano. The employees had received initial bonuses earlier this month.

The supplementary cash bonus will be paid out on March 31 for U.S.-based employees and in April for ADM employees based overseas, the second memo said.

ADM this month reported an adjusted profit of $6.98 per share for 2023, in line with guidance the firm lowered in January.

(Reporting by Chris Prentice, Ana Mano and Karl Plume, Editing by Caroline Stauffer and Alistair Bell)